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EXHIBIT 10.30
THIRD AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the
"Third Amendment") is made and entered into as of August 15, 1997, by and
between Group 1 Software, Inc., a Delaware corporation ("Company") and Xxxxxx X.
Xxxxx, a Maryland resident ("Employee").
WHEREAS, Company and Employee entered into that certain Amended Restated
Employment Agreement dated as of January 28, 1992, as amended (collectively the
"Agreement"), regarding various terms and conditions of employment of Employee
with respect to Company; and
WHEREAS, Company and Employee wish to amend the Agreement, but only with
respect to the terms set out herein; and
WHEREAS, Company and Employee are mutually desirous that such
satisfactory employment relationship should continue under the terms and
conditions of the Agreement, as amended.
NOW THEREFORE, in consideration of mutual promises contained herein, and
other good and valuable consideration (including the issuance to Employee of an
option to purchase 15,000 shares of COMNET common stock), the receipt and
sufficiency of which are hereby acknowledged, Company and Employee intending to
be legally bound hereby agree to amend the Agreement as follows:
1. Section 4 of the Agreement is hereby modified to include the
following new Subsection (f):
f. Notwithstanding the provisions set out in Section 4(a), above,
Xxxxx shall be entitled to a base salary of one-half (1/2) of the base salary
determined pursuant to Sections 4(a) and (b), above. This reduced salary level
shall remain in effect from the effective date of this Third Amendment until
such time as Xxxxx has determined in his sole discretion that the financial
performance of the Company has materially improved and Xxxxx has so notified the
Compensation Committee of the Board of Directors of the Company.
2. Group 1 and Xxxxx hereby affirm that the Agreement, as amended
hereby, remains in full force and effect, and is not further modified hereby.
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IN WITNESS WHEREOF, the parties have executed and delivered this Third
Amendment as of the date written above.
Group 1 Software, Inc.
By: /s/ XXXX XXXXXXX
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Its: CHIEF FINANCIAL OFFICER
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/s/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx, Individually