Exhibit 10.3
INSO CORPORATION
AMENDMENT 1 TO EMPLOYMENT AGREEMENT
THIS AMENDMENT 1 TO AGREEMENT effective the 13/th/ day of April, 2000, is by and
between Inso Corporation, a Delaware corporation with principal offices at 00
Xx. Xxxxx Xxxxxx, Xxxxxx, XX 00000 ("Inso"), and Xxxxxxx X. Xxxxxx, residing at
00 Xxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxx, 00000-0000 ("Executive"), and amends the
Employment Agreement, effective the 1st day of April, 1999, by and between Inso
and Executive.
The parties hereto, intending to be legally bound, hereby agree to amend the
Agreement as follows:
1. The Executive resigns as CEO of the Company effective April 11, 2000. The
Executive shall remain as non-executive Chairman of the Board until such time as
his successor is duly elected and appointed. Effective April 13, 2000, the
Executive shall assume ultimate responsibility for the management of the
Company's Information Exchange Division (IED) pending the disposition of IED or
until the Board of Directors otherwise determines.
2. Section 2(C)(iii) shall be deleted in its entirety and replaced with the
following:
(iii) Options (of which 4,939 are Incentive Stock
Options, and 28,395 are Non-qualified Stock Options) to
purchase an additional 33, 334 shares shall vest on the
earlier to occur of (1) March 31, 2002, and (2) the date of
Inso's termination of Executive's employment as Chairman of
the Board of Inso other than for Cause, so long as such date
is between April 1, 2001 and March 30, 2002. Notwithstanding
the foregoing, if prior to March 31, 2002, the Executive
terminates his employment as Chairman of the Board of Inso
for any reason or Inso terminates the employment of the
Executive as Chairman of the Board of Inso for Cause, then
no options shall vest under this subsection 2(C)(iii).
3. Section 7.4(A) shall be deleted in its entirety and replaced with the
following:
(A) An initial base salary of $120,000 per year,
subject to annual review by the Board, payable in equal bi-
weekly installments, beginning on the effective date of the
termination of Executive's employment as CEO of Inso and
continuing for so long as Executive serves in such strategic
role; provided that, unless otherwise determined by Inso's
Board of Directors, Executive's base salary shall remain at
$260,000 until such time as Inso has divested the
Information Exchange business, at
1
which time Executive's base salary shall be set at $120,000;
4. Except as set forth in this Amendment, the Agreement shall remain in full
force and effect, and is hereby ratified and confirmed.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
date first above written as an instrument under seal.
Inso Corporation Xxxxxxx X. Xxxxxx
/s/ Xxxxxxxx Xxxxxx /s/ Xxxxxxx X. Xxxxxx
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signature
Xxxxxxxx Xxxxxx
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print name
Vice President
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title
2
