AMENDING AGREEMENT
This AMENDING AGREEMENT is made this 31st day of March, 2000 between PROTEGE
VIRTUAL MANAGEMENT LIMITED (formerly Protege Software Limited) ("Protege") and
CHANGEPOINT CORPORATION ("Changepoint")
WHEREAS Protege and Changepoint are parties to a Professional Services
Agreement made the 30th day of December, 1999 (the "Agreement"); and
WHEREAS Changepoint and Protege have agreed to amend the Agreement on the
terms set forth below (the Agreement, as amended by this Amending Agreement, is
referred to herein as the "Amended Agreement");
NOW THEREFORE for good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged by the parties), the parties agree
as follows:
1. Clause 4(F) of Schedule B of the Agreement is deleted in its entirety and
is replaced with the following:
The Corporate Bonus shall be calculated in respect of each calendar
quarter and shall be paid (together with any applicable VAT subject to
submission of an appropriate invoice) within thirty (30) days of the
end of each calendar quarter.
2. Clause 7 of Schedule B is deleted in its entirety and is replaced with the
following:
7. SHARE OPTIONS TO CONTRACTOR
(a) As partial consideration for the Professional Services to
be provided by the Contractor hereunder, the Client Company
hereby grants to Contractor a share option (in this Clause
7(a) the "Share Option") under the terms of the Client
Company's Stock Option Plan (the 1999 Stock Option Plan)
modified as set out herein and on the terms provided below.
In the event of any inconsistency between the terms of this
Clause 7 of Schedule B and the Client Company Stock Option
Plan (the "Plan"), the terms of this Clause 7 shall
prevail.
(b) The Share Option shall be for one hundred and twenty
thousand (120,000) common shares of the Client Company (the
"Shares") with an exercise price of Cdn$2.45 per share (the
option in respect of each Share is referred to as the
"Option").
(c) The Options shall be granted on March 31, 2000, and shall
vest and be exercisable upon granting. Client Company
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shall give a Certificate of Grant of Option and a blank
Option Exercise Form to Contractor upon execution of this
Amending Agreement by both parties. The Options shall
expire on April 14, 2000. The Contractor shall be deemed
to have exercised the Options if and when Client Company
receives the aggregate exercise price (120,000 x Cdn$2.45 =
Cdn$294,000) and a completed Option Exercise Form from
Contractor.
(d) The Options shall not be affected by any termination of
the Agreement, but shall survive any such termination
regardless of the reason therefore.
(e) The Contractor agrees to become a party to any unanimous
shareholders agreement then in effect among all of the
shareholders of the Client Company, such that the
Contractor will be subject to the same obligations
hereunder as applied to all other shareholders of the
common shares of the Client Company and will be entitled to
the same benefits thereunder afforded to the other same
shareholders. The unanimous shareholders agreement shall
be entered into before any Shares are issued to the
Contractor.
(f) Notwithstanding anything contained herein or in the Plan,
Section 5.5 and 6.1(b) of the Plan shall not apply to the
grant of the Options, to the Options nor to the exercise
thereof. Subject to the forgoing, Client Company agrees to
treat the Options issued to Contractor on the same basis as
it treats options granted to other persons under the Plan.
3. Clause 4(C)(iii) of Schedule B of the Agreement is deleted in its entirety
and is replaced by the following:
"(iii) where this Agreement is terminated by the Client Company
pursuant to Clause 7(e) of the Agreement, the Contractor will retain
the Corporate Bonus for the periods prior to the termination, but
there shall be no Corporate Bonus in respect of the Termination Period
or other compensation whatsoever related to the termination for
convenience. The Contractor acknowledges that the Share Option
granted pursuant to Clause 7 of Schedule B is in lieu of any monetary
compensation arising from such termination.
4. Clause 7(e) of the Agreement is amended to state:
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This Agreement may be terminated by the Client Company for convenience
upon not less than thirty (30) days prior written notice and in such
event the Contractor shall become entitled to the Corporate Bonus
referred to in Clause 4(c)(iii) of Schedule B of the Agreement as the
sole and exclusive remedy of Contractor arising from such termination.
6. The laws of the Province of Ontario shall govern this Amending Agreement
(other than its conflict of law rules) and the parties hereby submit and
attorn to the non-exclusive jurisdiction of the courts of the Province of
Ontario for any action arising out of or relating to this Amending
Agreement.
7. The Agreement and the Amending Agreement comprise the entire agreement
between the parties. Any amendment hereto or thereto must be made in
writing and signed by both the Client Company and the Contractor.
8. Neither party shall assign its rights or obligations under this Amending
Agreement, unless it first obtains the prior written consent of the other
party, such consent not to be unreasonably withheld.
9. Capitalized terms not defined herein will have the meaning ascribed to them
in the Agreement.
Dated at __________________________ this _______day of __________________
_______________________________________
duly authorised for and on behalf of
CHANGEPOINT CORPORATION
of 0000 Xxxxxxxxx Xxxxxx, Xxx 000,
Xxxxxxxx Xxxx, Xxxxxxx, Xxxxxx
Dated at __________________________ this _______day of __________________,
_______________________________________
duly authorized for and on behalf of
PROTEGE VIRTUAL MANAGEMENT LIMITED
of Xxxxxxx Xxxxxx, Xxxxxxxx Xxxxxx,
Xxxxxxxxxxx, Xxxxxxxxxxxxx XX0 0XX
