THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
This Third Amendment to Employment Agreement (the "Third Amendment") is
made and entered into as of January 1st, 2004 by and between Onyx Software
Corporation, a Washington corporation (the "Company") and Xxxxx Xxxxx (the
"Executive"). This Third Amendment modifies the employment agreement originally
executed between the parties on March 14th, 2001 (the "Employment Agreement") as
modified by the Amendment to Employment Agreement dated November 14, 2001 and
the Second Amendment to Employment Agreement dated April 16th, 2003
(collectively the "Amendments"), each of which is hereby incorporated by
reference. In the event of any conflict between the Employment Agreement, the
Amendments or 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 Company and Executive agree as follows:
1. Executive agrees for a period commencing January 1, 2004 and
ending at the discretion of the Company but in no event later
than March 31, 2004, Executive's Base Compensation shall be
reduced to $292,500. At that time, Executive's Base
Compensation shall return to $325,000.
2. Save for as expressly provided under item #1 above, all other
terms and conditions of the Employment Agreement shall remain
unchanged.
IN WITNESS HEREOF, each of the parties has executed this Third Amendment, in the
case of the Company by its duly authorized officer, as of January 1st, 2004.
ONYX SOFTWARE CORPORATION EXECUTIVE
By: /s/ Xxxx Xxxxxx By: /s/ Xxxxx Xxxxx
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Xxxx Xxxxxx Xxxxx Xxxxx
