Exhibit 10.5(b)
CENTRA SOFTWARE, INC.
000 XXXXXXX XXXXXX
XXXXXXXXX, XXXXXXXXXXXXX 00000
May 8, 1997
To: Xxxxxx Xxxxxxxxxxxx
Re: AMENDMENT OF INCENTIVE STOCK OPTION AND/OR STOCK RESTRICTION AGREEMENT
Dear Xxx:
The purpose of this letter is to set forth our agreement regarding the
following agreement and/or stock option(s) between Centra Software, Inc. ("the
Company") and you in effect on the date hereof, as follows:
1. IDENTIFICATION OF AGREEMENT AND/OR OPTION(S). This agreement amends
the stock restriction agreement between the Company and you dated April 24,1997
(the "Stock Restriction Agreement").
2. DEFINITION OF "CHANGE OF CONTROL". As used in this agreement "Change
of Control" shall mean any (i) merger or consolidation which results in the
voting securities of the Company outstanding immediately prior thereto
representing immediately thereafter (either by remaining outstanding or by being
converted into voting securities of the surviving or acquiring entity) less than
50% of the combined voting power of the voting securities of the Company or such
surviving or acquiring entity outstanding immediately after such merger or
consolidation, (ii) sale of all or substantially all the assets of the Company
or (iii) sale of shares of capital stock of the Company, in a single transaction
or series of related transactions, representing at least 80% of the voting power
of the voting securities of the Company.
3. ACCELERATION OF VESTING. Upon the occurrence of a Change of Control,
notwithstanding any contrary or inconsistent provision of the Stock Restriction
Agreement and/or the Option(s), fifty percent (50%) of the unvested portion of
each of the Option(s) shall become fully-exercisable and fifty percent (50%) of
the option of the Company to repurchase the unvested stock of the Company
pursuant to the Stock Restriction Agreement shall terminate.
The Stock Restriction Agreement and/or the Option(s) shall
otherwise remain unaffected by a Change of Control.
4. POOLING. If it is determined in good faith by the Company's
independent public accountants, or those of any other business organization with
which the Company proposes to effect a business combination that would effect a
Change of Control, that the enforcement of the
Xx. Xxxxxx Xxxxxxxxxxxx
May 8, 1997
Page Two.
provisions of this agreement would preclude accounting for the proposed business
combination as a pooling of interests, and the Company intends to enter into
such proposed business combination but for preclusion of such accounting
treatment, then this agreement shall be null and void.
CENTRA SOFTWARE, INC.
By: /S/ XXXX XXXXXXXX
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duly authorized by the Board of Directors
Accepted and agreed to:
/S/ XXXXXX XXXXXXXXXXXX
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Xxxxxx Xxxxxxxxxxxx
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