FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT
Exhibit
10.18
A. The Change in Control Agreement (the “Agreement”) entered into as of February 2003 by and among
IONA Technologies, Inc., a Delaware corporation, IONA Technologies PLC, a public limited company
organized under the laws of Ireland and (the “Executive”) is hereby amended, effective as of the
date hereof, as follows:
1. Section 5 of the Agreement is hereby amended by deleting subsection (a)(v) thereof in its
entirety and substituting the following in lieu thereof:
“(v) The payments set forth in subsections 5(a)(i) — (iii)
above (the “Cash Severance Benefits”) shall be payable in a lump sum
payment on the Termination Date; provided that the payments
described in Section 5(a)(iii) hereof shall be paid on a monthly
basis.”
2. Section 5 of the Agreement is hereby further amended by adding
subsection (e) immediately following subsection (d) thereof:
“e. Notwithstanding any other provision herein to the contrary,
to the extent that any payment to be made pursuant to this Agreement
is determined to constitute “nonqualified deferred compensation”
within the meaning of and subject to Section 409A of the Internal
Revenue Code of 1986, as amended (“Section 409A”) such payment shall
not be made prior to the date that is the earlier of (i) six months
and one day after the Executive’s separation from service with the
Company and all other members of the Group, or (ii) the Executive’s
death. The terms of this subsection (e) shall only apply if the
Executive is a “specified employee” (within the meaning of Section
409A) on the date of such separation from service, and shall only
apply to the extent the delay of such payment is necessary to
prevent such payment from being subject to interest, penalties
and/or additional tax imposed pursuant to Section 409A.”
B. Except as amended herein, the Agreement is hereby confirmed in all other respects.
IN
WITNESS WHEREOF, this First Amendment is entered into this day of
, by
the parties hereto.
| IONA TECHNOLOGIES, INC. a Delaware corporation |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| By: IONA Technologies PLC, an Irish public limited company |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| By: | ||||
| Name: | ||||
2
