Exhibit 10.24
AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT
This Amendment No. 1 (the "Amendment") to the Employment Agreement, dated
as of August 13, 1998 (the "Existing Agreement"), by and among Voxware, Inc.
(the "Company") and Xxxxxxxxx X. Xxxxxxxx, Ph.D. ("Executive"), is entered as of
this 25th day of June, 2003.
WHEREAS, the Company proposes to issue and sell shares of its Series D
Convertible Preferred Stock, par value $0.001 per share, of the Company (the
"Shares") to certain investors (the "Investors") pursuant to the terms of a
certain Series D Convertible Preferred Stock Purchase Agreement (the "Purchase
Agreement"), dated on or about the date hereof;
WHEREAS, it is a condition to the Investors' purchase of the Shares that
the Company and Executive amend the Existing Agreement in accordance with the
terms stated herein;
WHEREAS, the Company and Executive, agreeing that this Amendment is in
their mutual best interests and in the interests of each of them singly, wish to
amend the Existing Agreement in accordance with the terms stated herein; and
WHEREAS, Executive acknowledges the receipt and sufficiency of the
consideration for which she is entering into this Amendment, including without
limitation the acceleration of certain unvested stock options in accordance with
the terms stated herein and the benefits to the Company and to her personally of
the consummation of the transactions contemplated by the Purchase Agreement;
NOW, THEREFORE, in consideration of the mutual promises, representations,
warranties, covenants and conditions set forth in this Amendment, the parties
mutually agree as follows:
1. That paragraph 7(e) of the Existing Agreement shall be and hereby is
amended and restated in its entirety to read as follows:
"In the event that Executive's employment is terminated by the Company at
any time under paragraph 7(a)(2) above, the Company shall: (i) pay
Executive for a period of nine (9) months following the date of termination
of employment (such period being hereinafter referred to as the "Severance
Period") her Salary at the then current rate, payable in such installments
as the Company customarily pays Executive, which amount shall be in lieu of
any and all other payments due and owing to Executive under the terms of
this Agreement (other than any payments constituting reimbursement of
expenses pursuant to Section 3(c) hereof), and (ii) continue to allow
Executive to participate during the Severance Period, at the Company's
expense (except to the extent that Executive shared such expense prior to
termination of employment), in the Company's health insurance and
disability insurance programs, if any, to the extent permitted under such
programs. Any payments received by Executive from employment with another
employer or from any consulting position taken during the Severance Period
(including, without limitation, salaries, fees, commissions and bonuses)
shall reduce, but not below zero, the amount payable by the Company to
Executive pursuant to this paragraph 7(e); provided, that, assuming
Executive's compliance with the terms of this paragraph 7(e), in no event
shall Executive be required to return to the Company any amounts previously
paid to Executive pursuant to this paragraph 7(e). Notwithstanding the
foregoing, Executive shall be permitted to perform consulting services on
up to an aggregate of 20 days during the Severance Period, subject to the
restrictions of Section 5 above and the other provisions hereof, provided
that Executive shall promptly remit or cause to be remitted, forty percent
(40%) of any cash and other non-equity compensation amounts received or
receivable by Executive with respect to such
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consulting services (whether received during or after the Severance Period)
to the Company as an offset to the payments during the Severance Period
(provided that such offset shall not reduce the aggregate payments during
the Severance Period below zero). Executive shall notify the Company prior
to accepting any employment or a consulting position during the Severance
Period."
2. That paragraph 7(f) of the Existing Agreement shall be and hereby is
amended and restated in its entirety to read as follows:
"Upon termination of Executive's employment by the Company at any time
under paragraph 7(a)(2) above, Executive shall be entitled to: (1) remain
in the apartment referenced in paragraph 3(g), for up to four (4) weeks
after the termination date; and (2) continue to use the automobile
referenced in paragraph 3(g), for up to four (4) weeks after the
termination date. In addition, in the event of termination of Executive's
employment by the Company at any time under paragraph 7(a)(2) above, the
Company shall pay the reasonable expense of: (1) transportation of
Executive from the apartment to a local airport; (2) Executive's one-way
return flight to San Francisco, California (business class); (3)
transportation from the airport in San Francisco, California to Executive's
home at the address provided in Section 13 (Notices); and (4) the
transporting of Executive's personal belongings from the apartment
referenced in paragraph 3(g), to Executive's home at the address provided
in Section 13 (Notices) up to a cost to the Company of Ten Thousand Dollars
($10,000.00)."
3. A new paragraph, enumerated as paragraph 7(g), shall be added to the
Existing Agreement and shall read in its entirety as follows:
"Upon termination of Executive's employment by the Company at any time
under paragraph 7(a)(2) above, the vesting of all unvested stock options
granted under the Company's 2003 Stock Incentive Plan that are then held by
Executive ("New Options") shall accelerate in accordance with one of the
two following alternatives, as applicable: (i) if Executive is so
terminated within one (1) year of June 25, 2003, then the vesting schedule
of all such New Options shall accelerate so that an aggregate of 25% of the
shares of the common stock, par value $0.001 per share, of the Company
("Common Stock") originally issuable upon the exercise of each New Option
shall be immediately exercisable; and (ii) if Executive is so terminated on
or after one (1) year from June 25, 2003, then the vesting schedule of all
such New Options shall accelerate so that an additional 12.5% of the number
of shares of Common Stock originally issuable upon the exercise of each New
Option shall be immediately exercisable (to the extent unvested shares of
Common Stock remain under any such New Options), provided, however, that in
the case of both (i) and (ii) above in no event shall any New Options
remain exercisable beyond the earlier to occur of (a) three (3) months
after the effective date of the termination of Executive's employment by
the Company pursuant to paragraph 7(a)(2) above and (b) the Final Exercise
Date (as defined in the applicable agreement with respect to a New Option)
of the applicable New Option."
4. A new paragraph, enumerated as paragraph 14(e), shall be added to the
Existing Agreement and shall read in its entirety as follows:
"The provisions set forth in Sections 4, 5, 6, 9, 11, 12, 13 and 14 of this
Agreement shall survive the expiration or any termination of this
Agreement."
5. Except as set forth in this Amendment, all terms and provisions of the
Existing Agreement shall remain in full force and effect in accordance with
the terms thereof. This Amendment and its terms and provisions shall be
effective as of the date first written above. All capitalized terms used
but not defined herein shall have the respective meanings ascribed thereto
in the Existing
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Agreement. This Amendment may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument.
For the purposes of executing this Amendment, (i) a document signed and
transmitted by facsimile machine or telecopier shall be treated as an
original document; and (ii) the signature of any party on such document
shall be considered as an original signature. This Amendment shall be
governed by and construed in accordance with the laws of the State of New
Jersey applicable to agreements made and to be performed in the State of
New Jersey.
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IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT NO. 1
TO THE EMPLOYMENT AGREEMENT as of the date set forth in the first paragraph
hereof.
THE COMPANY:
VOXWARE, INC.
By: ________________________________
Name: Xxxxxxxx Xxxxxx
Title: Senior Vice President and CFO
EXECUTIVE:
____________________________________
Xxxxxxxxx X. Xxxxxxxx, Ph.D.
