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EXHIBIT 10.31
FOURTH AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the
"Fourth Amendment") is made and entered into as of January 12, 1998, by and
between Group 1 Software, Inc., a Delaware corporation ("Company") and Xxxxxx X.
Xxxxx, a Maryland resident ("Employee").
WHEREAS, Company and Employee entered into that certain Amended Restated
Employment Agreement dated as of January 28, 1992, as amended (collectively the
"Agreement"), regarding various terms and conditions of employment of Employee
with respect to Company; and
WHEREAS, Company and Employee wish to amend the Agreement, but only with
respect to the terms set out herein; and
WHEREAS, Company and Employee are mutually desirous that such
satisfactory employment relationship should continue under the terms and
conditions of the Agreement, as amended.
NOW THEREFORE, in consideration of mutual promises contained herein, and
other good and valuable consideration (including the issuance to Employee of an
option to purchase 15,000 shares of COMNET common stock), the receipt and
sufficiency of which are hereby acknowledged, Company and Employee intending to
be legally bound hereby agree to amend the Agreement as follows:
1. Section 4 of the Agreement is hereby modified to include the
following new Subsection (f):
f. Notwithstanding the provisions set out in Section 4(a), above,
Xxxxx shall be entitled to One Hundred Percent (100%) of the base salary
determined pursuant to Sections 4(a) and (b), above. This salary level shall
take effect from the effective date of this Fourth Amendment, as Xxxxx has
determined in his sole discretion that the financial performance of the Company
has materially improved and Xxxxx has so notified the Compensation Committee of
the Board of Directors of the Company.
2. Group 1 and Xxxxx hereby affirm that the Agreement, as amended
hereby, remains in full force and effect, and is not further modified hereby.
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IN WITNESS WHEREOF, the parties have executed and delivered this Fourth
Amendment as of the date written above.
Group 1 Software, Inc.
By: /s/ XXXX XXXXXXX
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Its: CHIEF FINANCIAL OFFICER
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/s/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx, Individually
