EXHIBIT 10.6
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this "Amendment") made
effective as of the 10th day of January 1998 (the "Effective Date") by and
between DSET Corporation, a New Jersey corporation, with its principal place of
business at 0000 Xx. 00 Xxxx, Xxxxxxxxxxx, Xxx Xxxxxx 00000 (the "Company"), and
X. Xxxxxx Shia (the "Executive").
WITNESSETH:
WHEREAS, the Company and the Executive are parties to that certain
Employment Agreement dated as of October 1, 1996 (the "Employment Agreement");
and
WHEREAS, the Company and the Executive desire to amend the Employment
Agreement to reflect the mutually agreed upon revised terms of employment of the
Executive in accordance with the provisions of this Amendment; and
WHEREAS, the Executive desires and is willing to accept continued
employment with the Company in accordance herewith.
NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. Definitions.
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Capitalized terms used herein, but not otherwise defined, shall have
the meanings ascribed to them in the Employment Agreement.
2. Amendments.
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(a) All references to "President and Chief Executive Officer" in the
Employment Agreement shall be amended to refer to "Chairman of the Board and
Chief Technical Officer."
(b) The last sentence of Section 3(c) of the Agreement shall be amended
in its entirety to provide as follows: "Such options shall vest over a four-year
period, with 25% vesting on each anniversary of the date hereof until fully
vested."
(c) The address of the Executive for purposes of Section 11 of the
Agreement shall be 0000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxxxxxxxxx 00000.
3. Reference to and Effect on the Employment Agreement.
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(a) On and after the Effective Date, each reference to "this
Agreement", "hereunder", "hereof", "herein", or words of like import shall mean
and be a reference to the Employment Agreement as amended hereby. No reference
to this Amendment need be made in any instrument or document at any time
referring to the Employment Agreement, a reference to the Employment Agreement
in any of such instrument or document to be deemed to be a reference to the
Employment Agreement as amended hereby.
(b) Except as expressly amended by this Amendment, the Employment
Agreement shall remain in full force and effect.
4. Governing Law.
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This Amendment shall be governed by and its provisions construed and
enforced with the internal laws of the State of New Jersey without reference to
its principles regarding conflicts of laws.
5. Counterparts.
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This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute a
single instrument.
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IN WITNESS WHEREOF, the Company has caused this Amendment to be executed
and attested by its duly authorized officers, and the Executive has set his
hand, all as of the day and year first above written.
DSET CORPORATION
By: /s/ Xxxxxxx X. XxXxxx, Xx.
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Xxxxxxx X. XxXxxx, Xx., President
and Chief Executive Officer
EXECUTIVE
/s/ X. Xxxxxx Shia
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X. Xxxxxx Shia
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