AMENDMENT
TO
EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement is entered into as of March
28, 2000 (this "Amendment"), between ObjectSpace, Inc., a Delaware
corporation (the "Company"), and Mr. Xxxxx Xxxxxx, an individual residing in
the State of Texas ("Xx. Xxxxxx") and amends that certain Employment
Agreement between the parties dated as of December 30, 1998 (the "Agreement")
In consideration of the mutual promises contained in this Amendment,
the parties agree as follows:
1. As consideration for this Amendment, the Company agrees to, and
will provide updated confidential and proprietary information and
trade secrets to Xx. Xxxxxx during his term of employment and after
the execution of this Amendment
2. Section 8(a) of the Agreement is hereby amended in its entirety to
read as follows:
(a) Non-Compete. During the period that the Executive is employed
by the Employer and for a period of one year following the
termination of employment for any reason, the Executive agrees
that the Executive will not (i) own or have any interest in,
or act as a manager, officer, director, executive, consultant,
agent or representative of, or assist in any way or in any
capacity, any person, firm, association, partnership,
corporation, limited liability company, or other entity that
(a) manufactures, distributes or sells products in competition
with the Employer's Products (as hereinafter defined),
anywhere within North America, or (b) solicit business in
competition with the Employer from (y) any of the Employer's
customers who transacted business with the Employer during the
one year period prior to such termination with whom the
Executive or his direct reports had contact, or (z) any of the
Employer's potential customers with whom the Employer or his
direct reports had contact during the one year period prior to
such termination. As used herein, "Products" means the same
or similar products or services as the Employer provides
during Executive's term of employment, including, but not
limited to a line of "middleware" products known as "Voyager,"
business to business integration products known as
"OpenBusiness," and object-oriented consulting and training
services. The Executive acknowledges and agrees that the
Employer sells the Products throughout North America and,
therefore, the geographic scope of the restriction contained
herein is both reasonable and necessary under the
circumstances. Notwithstanding anything in this Section 8(a)
to the contrary, in the event employment is terminated by
Employer without Cause or by Executive for Good Reason,
Executive shall be entitled to provide training and consulting
services to any Persons other than customers and potential
customers identified in clause (b)(y) and (b)(z) of this
Section 8(a).
3. Except as set forth herein, all other terms and conditions of the
Agreement remain in full force and effect, and are hereby ratified.
The parties have signed this Amendment as of the date first above set forth.
OBJECTSPACE, INC.
By: /s/ Xxxx X. Xxxxxx /s/ Xxxxx Xxxxxx
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Xxxx X. Xxxxxx Xxxxx Xxxxxx
Chief Financial Officer
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