AMENDMENT
WHEREAS Sideware Systems Inc. and Sideware Corp. (jointly
"Sideware") wish to enter into new agreements with their senior
management team to assist Sideware in obtaining additional
financing or locating merger partners; WHEREAS, the two-year
change of control between Sideware and Xxxxx X. Xxxxxx may be an
impediment to such financing or mergers; WHEREAS the parties are
amenable to modifying the "Change of Control Severance Agreement
("Severance Agreement") between them as well as any other
agreements pertaining to Xxxxxx' employment ("Employment
Agreements"); THEREFORE, for mutual consideration given on both
sides, receipt of which is hereby acknowledged by the parties, it
is agreed as follows:
1. The annual salary due Xxxxxx under any Employment
Agreements is hereby reduced to $170,000 and any definition
of salary to the contrary are hereby deleted.
2. The maximum cash payout to Xxxxxx in the event of
termination without Cause or resignation for Justifiable
Grounds (as such terms may be defined in the Employment
Agreements) shall be: $170,000 plus any salary owed Xxxxxx
up through the date of Termination plus any other payments
required by law or pursuant to Sideware's employee policies
such as unused but accrued vacation time, accrued but
unpaid bonuses (if any), and unreimbursed expenses. Any
cash payouts in excess of this paragraph in any of the
employments Agreements are hereby superceded.
3. In the event that any Sideware employee earns a salary
greater than Xxxxxx, Xxxxxx shall automatically and
immediately receive an increase in his salary to match that
of such higher-paid employee to a maximum of $250,000
annually.
READ, UNDERSTOOD AND AGREED TO ON THIS 27TH DAY OF NOVEMBER, 2001
BY:
SIDEWARE SYSTEMS INC.
SIDEWARE CORP. XXXXX X. XXXXXX
/s/ Xxx Xxxxxxxx /s/ Xxxxx X. Xxxxxx
Xxx Xxxxxxxx
Chairman
