Exhibit 10.8.2
AMENDMENT TO
CHAIRMAN/CONSULTING/SEVERANCE
AGREEMENT
This Amendment to Chairman/Consulting/Severance Agreement (this
"Amendment") is entered into by and between Sterling Commerce, Inc., a Delaware
corporation ("Sterling Commerce"), and Xxxxxxxx X. Xxxxxxxx ("Xxxxxxxx").
A. Sterling Commerce and Xxxxxxxx entered into a
Chairman/Consulting/Severance Agreement, dated as of May 31, 1998 (the
"Agreement").
B. For good and valuable consideration, receipt of which is hereby
acknowledged, Sterling Commerce and Xxxxxxxx desire to amend the Agreement as
set forth below.
NOW, THEREFORE, Sterling Commerce and Xxxxxxxx agree as follows:
1. The final sentence of Section 3 of the agreement is hereby deleted and
replaced with the following:
"Xxxxxxxx' obligations under the second sentence of this Section 3 shall
terminate on the earlier of (i) 24 months after giving any notice of
termination under Section 4 hereof and (ii) the giving of the Acceleration
Notice (as defined in Section 5 hereof)."
2. In all other respects, the terms of the Agreement will remain in full
force and effect.
This Amendment is effective as of September 1, 1999.
STERLING COMMERCE, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Senior Vice President and General Counsel
/s/ Xxxxxxxx X. Xxxxxxxx
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Xxxxxxxx X. Xxxxxxxx
