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EXHIBIT 10.24
AMENDMENT NO. 1
TO EMPLOYMENT AGREEMENT
This Amendment No. 1 to Employment Agreement (the "Amendment") is made and
entered into this ___ day of November, 1998 by and between Xionics Document
Technologies, Inc. ("Xionics") and Xxxxx X. Xxxxxx ("Xxxxxx").
WHEREAS, Xionics entered into an Employment Agreement with Simone as of March
18, 1998 (the "Agreement"); and
WHEREAS, the parties now desire to amend the Agreement as set forth herein in
order to effectuate a resolution of Xionics' Board of Directors (the "Board")
adopted on October 28, 1998 regarding the extension of certain executives' and
senior managers' time to exercise vested stock options in the event their
employment is terminated in connection with a change of control of the Company;
NOW THEREFORE, the parties hereby agree that the Agreement is amended by adding
the following to the Agreement as new Section 6.3(d):
"(d) In the event Simone's employment is actually or constructively
terminated in a manner described in Section 6.3(b) above, any and all
of his stock options that were granted on or after February 27, 1998
and that are vested at the date of such termination shall be
exercisable for a period of twenty-four (24) months from and after the
date of such termination, notwithstanding anything to the contrary in
the provision(s) of Simone's Stock Option Agreement(s) governing the
exercisability of his stock options after termination of employment;
provided, that if the Board should determine, upon receipt of a written
opinion of Xionics' independent public accountants, that giving effect
to this Section 6.3(d) would preclude accounting for any proposed
business combination of Xionics with another entity as a pooling of
interests, and the Board otherwise desires to approve such a proposed
business combination which requires as a condition to the closing of
such transaction that it be accounted for as a pooling of interests,
then this Section 6.3(d) shall be null and void, but only if its
absence would preserve the pooling treatment."
Except as amended herein, the Agreement remains in full force and effect as
originally written.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto
have caused this Amendment to be duly executed as of the date first written
above.
EMPLOYER: EMPLOYEE:
XIONICS DOCUMENT TECHNOLOGIES, INC.
By: /s/ Xxxxxxx X. Xxxx /s/ Xxxxx X. Xxxxxx
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Title: Secretary Xxxxx X. Xxxxxx
By: /s/ Xxxx X. Low
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Title: Chairman of the Board of Directors