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EXHIBIT 10.22
July 8, 1996
Mr. Xxxxx Xxxxxx
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Dear Xxx:
You (Champy) and Xxxxx Systems Corporation, a Delaware corporation (PSC),
propose to enter into an Associate Agreement and a Restricted Stock Agreement,
both of even date herewith. PSC has agreed to the matters set forth below in
this letter agreement in order to induce Champy to enter into the Associate
Agreement and Restricted Stock Agreement.
PSC agrees to indemnify Champy and hold Champy harmless from and against any
and all claims, losses, damages, liabilities, costs and expenses (including
reasonable attorneys fees, except as otherwise specifically provided below)
(collectively, Liabilities and Costs) arising out of or relating to the
employment of Champy by PSC or actions taken by Champy as an employee of PSC
constituting or being alleged to constitute a breach of any employment,
confidentiality, noncompetition, nonsolicitation or similar agreement between
Champy and Computer Sciences Corporation and/or any subsidiary or affiliated
company of Computer Science Corporation (collectively CSC).
If any claim is asserted by CSC for which Champy desires to seek
indemnification from PSC pursuant to this letter agreement, Champy shall
promptly notify PSC thereof (although the failure of Champy to give such notice
shall not relieve PSC from its obligations hereunder except to the extent PSC
is prejudiced thereby). PSC shall thereupon assume the defense of such claim
with counsel selected by PSC and reasonably satisfactory to Champy. PSC shall
control the defense and settlement of any such claim; provided, however, that
Champy may participate in such defense with counsel of his own choosing and at
his own expense; and provided further, however, that PSC shall not enter into
any settlement that imposes any liability or obligation on Champy without
Champys prior written consent.
This letter agreement is binding upon and shall inure to the benefit of PSC and
Champy and their respective heirs, successors and assigns; provided, however,
that neither Champy nor PSC may assign its rights or delegate its obligations
under this letter agreement without the prior written consent of the other.
All notices hereunder shall be given in the manner specified in the
PSC acknowledges that Champy has provided PSC with copies of (i) the Major
Inside Stockholder Non-Competition Agreement between Champy and CSC dated as of
September 6, 1988 and (ii) the form of agreement between Index Systems, Inc.
and its employees of which Champy believes he executed a counterpart but is
unable to locate a copy thereof. To the extent that the disclosure in this
paragraph is inconsistent with the last sentence of Section 3 of the Associate
Agreement, this paragraph amends and supersedes such sentence.
Associate Agreement. This letter agreement shall be construed and enforced in
accordance with the laws of the State of Texas. Any dispute between Champy and
PSC hereunder shall be subject to arbitration in accordance with Section 14 of
the Associate Agreement.
Very truly yours,
XXXXX SYSTEMS CORPORATION
By: /s/ XXXXXX X. XXXXXXXX
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Title: Chief Executive Officer
Agreed to and accepted:
/s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
