EXHIBIT 10.3
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
This Third Amendment to Employment Agreement (the "Third Amendment") is
made and entered into as of March 15, 2006 by and between Onyx Software
Corporation, a Washington corporation (the "Corporation") and Xxxxxx X. Xxxxxxxx
(the "Executive"). This Third Amendment modifies the employment agreement
originally executed between the parties on June 7th, 2004, as amended on January
19, 2005 and July 11, 2005 (collectively the "Employment Agreement") which is
hereby incorporated by reference. In the event of any conflict between the
Employment Agreement and this Third Amendment, the terms of this Third Amendment
shall control. Capitalized terms not defined herein shall have the meaning
ascribed to them in the Employment Agreement.
In consideration of the mutual covenants and agreements contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Corporation and Executive agree as follows:
1. Under Section 6(b) of the Employment Agreement, Executive is contractually
entitled to receive a nonqualified option grant to purchase 100,000 shares
of the Corporation's Common Stock on June 7, 2006 (the "Future Option
Grant"). Executive and the Corporation hereby agree that the Future Option
Grant shall hereby be reduced to a nonqualified option grant to purchase
79,000 shares of the Corporation's Common Stock. All other terms of the
Future Option Grant shall be as provided for under the Employment
Agreement.
2. The Corporation hereby agrees that Executive will receive an award of
21,000 shares of restricted stock pursuant to the 1998 Plan and the terms
of a Stock Award Agreement (in substantially the form attached as EXHIBIT
A hereto) to be entered into between the Corporation and Executive.
3. All other terms and conditions of the Employment Agreement shall remain in
full force and effect.
IN WITNESS HEREOF, each of the parties has executed this Third Amendment, in the
case of the Corporation by its duly authorized officer, as of March 15, 2006.
ONYX SOFTWARE CORPORATION EXECUTIVE
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxx X. Xxxxxx Xxxxxx X. Xxxxxxxx
