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EXHIBIT 10.3A
AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENT is signed as of the
15 day of April, 1998, by and between Factual Data Corp., a Colorado
corporation (hereinafter referred to as "FDC"), and Xxxxxx X. Xxxxxx
(hereinafter referred to as "Xxxxxx").
WITNESSETH THAT:
WHEREAS, FDC and Xxxxxx entered into an Employment Agreement dated
July 1, 1997 (the "Employment Agreement"); and
WHEREAS, the Board of Directors of FDC have authorized an amendment to
said Employment Agreement regarding the addition of certain severance pay upon
a change in control of FDC;
NOW, THEREFORE, in consideration of the foregoing, of the mutual
promises herein contained, and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties,
intending legally to be bound, agree as follows:
Section 14 of the Employment Agreement regarding termination is hereby
replaced in its entirety with the following provision:
14. Termination.
14.1 By Xxxxxx. Xxxxxx may at his sole option, terminate this
Agreement, upon ninety (90) days written notice to FDC. Upon such termination
by Xxxxxx, FDC shall have no further liabilities or obligations to Xxxxxx
hereunder; except under Section 8 (Indemnification), and Xxxxxx'x only further
liabilities to FDC shall be his covenants under Section 5 (Disclosure of
Information), and Section 6 (Covenant not to Compete), which Sections shall
survive termination of this Agreement.
14.2 By FDC. FDC may terminate Xxxxxx'x employment hereunder
during the term or any extended term hereof only (1) in the event of Xxxxxx'x
death or disability, subject to the provisions of Section 4.2 above; (2) "for
cause," which shall be defined as "the failure of Xxxxxx for any reason, within
thirty (30) days after receipt by Xxxxxx of written notice thereof from FDC, to
correct, cease, or otherwise alter any action or omission to act that
constitutes a material and willful breach of this Agreement likely to result in
material damage to FDC, or willful gross misconduct likely to result in
material damage to FDC"; or (3) in the event of a "change in control" of the
Company. Upon such termination "for cause" under subsection (2) of this
Section 14.2, FDC shall have no further liabilities to Xxxxxx, except under
Section 8 (Indemnification), and Xxxxxx'x only further liabilities to FDC shall
be his covenants under Section 5 (Disclosure of Information), and
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Section 6 (Covenant Not to Compete), which Sections shall survive termination
of this Agreement. The term "change in control" as used in this subsection (3)
of this Section 14.2 shall mean any statutory merger, statutory consolidation,
sale of all or substantially all of the assets of the Company, or sale,
pursuant to an agreement with the Company, of securities of the Company
pursuant to which the Company is not the surviving or acquiring company or the
Company is or becomes a wholly-owned subsidiary of another company after the
effective date of the transaction.
IN WITNESS WHEREOF, FDC and Xxxxxx have duly executed this Agreement
as of the day and year first above written.
ATTEST: FACTUAL DATA CORP.
/s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx Xxxxxx X. Xxxxxx
Secretary Executive Vice President
XXXXXX:
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
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