EXHIBIT 10.22
AMENDMENT TO CERTAIN SENIOR MANAGEMENT AGREEMENTS
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This AMENDMENT TO CERTAIN SENIOR MANAGEMENT AGREEMENTS (this
"AMENDMENT") is entered into as of March 27, 1998, by and among those executives
whose signatures appear on the signature page hereto (the "EXECUTIVES") of
AnswerThink Consulting Group, Inc. (the "COMPANY"), and those members of the
Company's Board of Directors whose signatures appear on the signature page
hereto (the "DIRECTORS").
RECITALS
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A. Executives Xxxxxxxxx, Xxxxx and Xxxxxx have entered into Senior
Management Agreements with the Company dated as of April 23, 1997 and Executive
Xxxxxx entered into a Senior Management Agreement with the Company dated as of
July 11, 1997 (the "MANAGEMENT AGREEMENTS"). Executive Xxxxxx has entered into
a Senior Management Management Agreement with the Company dated as of April 23,
1997 (the "XXXXXX AGREEMENT," collectively with the Management Agreements, the
"SENIOR MANAGEMENT AGREEMENTS").
B. The Directors and each of the Executives desire to revise the
respective Senior Management Agreements in certain respects, all pursuant to the
terms and provisions of this Amendment.
C. Capitalized terms used but not defined herein have the meanings
assigned to such terms in the Senior Management Agreements.
AGREEMENT
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NOW, THEREFORE, in consideration of the foregoing premises, and good
and valuable consideration, the receipt of which is hereby acknowledged, the
parties agree as follows:
1. AMENDMENTS TO THE SENIOR MANAGEMENT AGREEMENTS.
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(A) AMENDMENT TO THE MANAGEMENT AGREEMENTS.
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(i) AMENDMENT TO SECTION 3. Section 3 of each of the Management
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Agreements shall be amended by inserting the following:
(g) The Executive and the Company may agree at any time to
exchange any number of Restricted Shares held by the Executive to the
Company for an equal number of shares of the Company's Common Stock (the
"Exchange Shares"). The Exchange Shares received by the Executive shall
not be deemed to be Restricted Shares for purposes of this Agreement or
the Restricted Securities Agreement. Any Exchange Shares so received shall
vest immediately upon receipt by the Executive, and shall not be subject to
the Repurchase Option contained in this Section 3, or to the restrictions
set forth in Section 4 hereof. Any such exchange of these shares shall be
deemed to be an Exempt Transfer, as that term is defined in Section 4(b)
hereof.
(II) AMENDMENT TO SECTION 4(B). Section 4(b) of each of the Senior
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Management Agreements is hereby amended by deleting the previous text in its
entirety and inserting the following in lieu thereof:
(b) Transfer of Executive Stock. Subject to Section 4(a) above,
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Executive shall not Transfer any interest in any shares of Executive Stock,
except pursuant to (i) the provisions of Section 3 hereof, a Public Sale, a
Sale of the Company or the provisions of the Restricted Securities
Agreement ("Exempt Transfers") or (ii) the provisions of this Section 4;
provided that in no event shall any Transfer of Executive Stock pursuant to
this clause (ii) be made for any consideration other than cash payable upon
consummation of such Transfer; and provided further that Unvested Shares
may only be Transferred pursuant to the provisions of Section 3 hereof; and
provided further that Restricted Shares that remain unvested under the
Restricted Securities Agreement may only be Transferred pursuant to the
Restricted Securities Agreement or pursuant to Section 3 hereof. Executive
will not consummate any Transfer permitted by clause (ii) of the preceding
sentence until 60 days after the Sale Notice has been given to the Company,
the Investors and the Other Executives, unless the parties to the Transfer
have been finally determined pursuant to this Section 4 prior to the
expiration of such 60-day period. (The date of the first to occur of such
events is referred to herein as the "Authorization Date".)
(B) AMENDMENT TO SECTION 2(F) OF THE XXXXXX MANAGEMENT AGREEMENT. Section
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2(f) of the Xxxxxx Management Agreement shall be deleted in its entirety and
replaced with the following:
(f) The Executive and the Company may agree at any time to
exchange any number of Restricted Shares held by the Executive to the
Company for an equal number of shares of the Company's Common Stock (the
"Exchange Shares"). The Exchange Shares received by the Executive shall
not be deemed to be Restricted Shares for purposes of this Agreement or the
Restricted Securities Agreement. Any Exchange Shares so received shall
vest immediately upon receipt by the Executive, and shall not be subject to
the restrictions contained in Section 2(e) hereof.
2. EFFECTIVE DATE. The effective date of this Amendment shall be March 27,
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1998.
3. COUNTERPARTS; FACSIMILE TRANSMISSION. This Amendment may be executed in
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any number of separate counterparts and all of said counterparts taken together
shall be deemed to constitute one and the same instrument. A party's signature
appearing on this Amendment sent by facsimile transmission shall be binding as
evidence of that party's acceptance and agreement to the terms hereof.
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IN WITNESS WHEREOF, the parties have caused this Amendment to Certain
Senior Management Agreements to be executed as of the date first written above.
THE EXECUTIVES: THE DIRECTORS:
/s/ Xxx X. Xxxxxxxxx /s/ Xxx X. Xxxxxxxxx
________________________________________ _____________________________________
Xxx X. Xxxxxxxxx Xxx X. Xxxxxxxxx
/s/ Xxxxx X. Xxxxx /s/ Xxxxx X. Xxxxx
________________________________________ _____________________________________
Xxxxx X. Xxxxx Xxxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxxx, III /s/ Xxxxxxx X. Xxxxxx, III
________________________________________ _____________________________________
Xxxxxxx X. Xxxxxx, III Xxxxxxx X. Xxxxxx, III
/s/ Xxxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxx
________________________________________ _____________________________________
Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx
/s/ Xxxxx Xxxxxx /s/ Xxxxx X. Xxxxxx
________________________________________ _____________________________________
Xxxxx Xxxxxx Xxxxx X. Xxxxxx
/s/ Xxxxxxx X. Xxxxxxxxx
_____________________________________
Xxxxxxx X. Xxxxxxxxx
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