AMENDMENT TO EXECUTIVE NON-COMPETITION,
NON-SOLICITATION AND DEVELOPMENTS AGREEMENT
This Amendment to Executive Non-Competition, Non-Solicitation and
Developments Agreement (this "Agreement") is made and entered into as of
______________________, by and among Xxxxx Xxxxxxxxx (the "Executive"), Mercator
Software, Inc., a Delaware corporation (the "Company"), and Ascential Software
Corporation, a Delaware corporation (the "Parent").
WHEREAS, Executive, Company and Parent have entered into an Executive
Non-Competition, Non- Solicitation and Developments Agreement ("Non-Competition
Agreement"), dated _____________________;
WHEREAS, Company and Parent further understand that Executive has
authored numerous works within their industry and do not wish to prevent or
unduly restrict Executive from continuing to practice such activity at the
termination of his employment with Company or Parent; and
WHEREAS, Executive, Company and Parent wish to amend and further define
the Non-Competition Agreement as set forth herein.
W I T N E S S E T H :
It is expressly agreed that, notwithstanding any provision to the
contrary in the Non-Competition Agreement, the following actions shall not, in
and of themselves, be considered to be a breach or violation of the provisions
of Section 1(c) of the Non-Competition Agreement, provided that such actions are
not sponsored or financed by, performed in conjunction with or otherwise
affiliated with, related to, or for the benefit of any competitive entities (as
such term is used in the Non-Competition Agreement, hereinafter "competitive
entities" ): authoring works, delivering lectures, acting as a commentator, or
performing similar functions. In addition, it is agreed that Executive may be
employed by or consult for any company that is not one of the competitive
entities.
EXECUTIVE:
/s/ Xxxxx Xxxxxxxxx
_________________________________
Name: Xxxxx Xxxxxxxxx
Address: [address]
Telephone: [telephone number]
Facsimile: [facsimile number]
ASCENTIAL SOFTWARE CORPORATION
By: /s/ Xxxxx Xxxxx
______________________________
Name: Xxxxx Xxxxx
Title: President
COMPANY:
MERCATOR SOFTWARE, INC.
By: /s/ Xxx X. Xxxx
______________________________
Name: Xxx X. Xxxx
Title: Chairman & CEO
