Exhibit 10.2A
AMENDMENT TO EMPLOYMENT AGREEMENT
BETWEEN LEVEL 8 SYSTEMS, INC. AND
XXXXXX XXXXXX
This Agreement when executed by both parties shall constitute an amendment
to the existing employment agreement between Level 8 Systems Inc. (the
"Company") and Xxxxxx Xxxxxx, (the "Employee") dated November 8, 1996 (the
"Agreement").
Company and Employee desire to provide for Employee's early retirement
from the Company. In order to accomplish this purpose and in consideration of
the terms convenants and conditions set forth herein, the Agreement is hereby
amended as set forth below.
Amendments to Agreement
1. Article IV Benefits; Expenses section 4.4 is hereby amended by the
addition of the following language:
All unvested options on the date of retirement shall immediately vest.
Employee shall have three (3) years from the date of his retirement to
exercise all vested options.
2. Article V is hereby amended to Read as follows:
ARTICLE V
TERMINATION; DEATH; DISABILITY; RETIREMENT
The following provision is added as section 5.5 and existing section5.5 is
renumbered to be section 5.6.
5.5 Termination by Retirement.
(a) Employee may elect to retire from the Company at any time during his
employment by giving the Company three (3) months notice of intent to
retire.
(b) Upon expiration of the three (3) month notice period, Employee shall
be paid retirement benefits of $20,000 per month for a period of two (2)
years. Employee's healthcare benefits shall continue during this period or
until he obtains other healthcare benefits whichever is sooner.
(c) During the first year of this retirement period, Employee agrees to
make himself reasonably available for consultation with employees of the
Company on transition matters.
Cessation of Authority
Employee understands and agrees that as of the date of his retirement, he will
no longer be authorized to incur any expenses, obligations or liabilities, or to
make any commitments on behalf of the Company.
Continuing Obligations
Employee hereby ratifies and reaffirms the obligations set forth in Article VI
of the Employment Agreement and acknowledges the reasonableness thereof.
Employee further understands that a
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breach of his obligations under Article VI of the Employment Agreement will
constitute a material breach of his Employment Agreement as amended and will
relieve the Company from any further liability or obligation under this
Amendment.
No Other Representations
Employee represents and acknowledges that in executing this Amendment he does
not rely, and has not relied, upon any representation or statement not set forth
herein made by the Company or by any of the Company's agents, representatives,
or attorneys with regard to the subject matter, basis or effect of this
Amendment or otherwise.
All other terms of the Agreement remain unchanged.
This 26th day of February, 1999.
LEVEL 8 SYSTEMS, INC. EMPLOYEE
By: /s/ Xxxx Xxxxxx /s/ Xxxxxx Xxxxxx
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Name: Xxxx Xxxxxx Xxxxxx Xxxxxx
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Title: Chairman of the Board
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