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EXHIBIT (e)(7)
CHANGE IN CONTROL AGREEMENT
AMENDMENT AND STATEMENT OF UNDERSTANDING
RECITALS
A. Executive and the Company entered into a Change in Control Agreement
dated________________, which Agreement remains in full force and effect
as of the effective date of this Amendment and Statement of
Understanding.
B. Executive has been granted a Retention Stock Option Grant dated and
effective as of ____________________, pursuant to authority of the
Compensation Committee of the Board of Directors of the Company.
C. The effectiveness of the Retention Stock Option Grant is conditioned up
Executive executing an agreement with the Company in which Executive
acknowledges certain special conditions applicable to the Retention
Stock Option Grant under the Change in Control Agreement.
D. This Amendment and Statement of Understanding represents the agreement
to be entered into as contemplated in the Retention Stock Option Grant,
upon which the effectiveness of the Retention Stock Option Grant is
conditioned.
TERMS OF AMENDMENT AND UNDERSTANDING
1. To the extent necessary and applicable, and subject to the conditions
and limitations noted below, the Change in Control Agreement between
Executive and the Company is expressly amended to note that the
Retention Stock Option Agreement is not, under the conditions subject
to the limitations contained in this Amendment and Statement of
Understanding considered as a Stock Option or Right as same is
otherwise defined in Section 1.10 of the Change in Control Agreement.
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2. For the purposes of this Amendment and Statement of Understanding, the
conditions of paragraph 1, above regarding the treatment of the
Retention Stock Option Agreement under your Change in Control Agreement
will only apply to the Retention Stock Option Grant, and only apply for
a period of twelve (12) months from the effective date of the Retention
Stock Option Grant in relation to an "Exempt Transaction", as defined
below.
3. An "Exempt Transaction" is defined as being any transaction, corporate
event, business combination, sale of assets, or other comparable change
in business operations through which (a) the Company continues to exist
in its corporate status, but (b) ceases to operate as a public company
with its Common Stock being listed on any established stock exchange or
a national market system.
4. The essence of this Amendment and Understanding therefore is that in
the event of any Exempt Transaction being consummated prior to the
expiration of twelve (12) months from the effective date of the
Retention Stock Option Agreement, the Retention Stock Option Grant will
not be treated as a Stock Option or Right as same is defined under the
Change in Control Agreement. This means that the Retention Stock Option
Grant will not be subject to or eligible for any acceleration of
vesting under section or provision of the Change in Control Agreement
in connection with any Except Transaction being consummated prior to
the expiration of twelve (12) months from the effective date of the
Retention Stock Option Agreement.
5. Except as expressly modified or amended by this Amendment and Statement
of Understanding, the Change in Control Agreement remains in full force
and effect.
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XIRCOM, INC. EXECUTIVE
By: By:
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Xxxx X. Xxxxx, President Signature
By:
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Address
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City, State and Zip Code
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