Exhibit 10.13
AMENDMENT NO.1 TO THE
SEVERANCE AND SETTLEMENT AGREEMENT AND RELEASE
This AMENDMENT AGREEMENT (the 'Amendment") is entered into by and between
Netrix Corporation (the "Company") and Xxxxxxx X. Xxxxx (the "Employee'.) as of
the 6th day of August, 1997.
WHEREAS, the parties entered into the Severance and Settlement Agreement
and Release, dated March 31, 1997 (the "Agreement"), to resolve amicably the
Employee's separation from the Company and establish the terms of the Employee's
severance arrangement; and
WHEREAS, the parties desire to amend certain terms of the Agreement;
NOW, THEREFORE, in consideration of the promises and conditions set forth
herein, the sufficiency of which is hereby acknowledged, the Company and the
Employee agree as follows:
1. Stock Options. The Company shall amend and reissue certain options to
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purchase shares of the Company's stock as follows:
Original Total No. New Option New Exercise
Grant Date of Shares Amount Price
9/95 30,000 19,577 $2.25
10,423 2.56
3/96 37,500 24,471 $2.25
13,029 4.75
The above options shall be 100% vested immediately upon issuance. The
period for exercising the vested options shall terminate on January 9, 1998, at
which time all unexercised options shall terminate. The options listed above
with an exercise price of $2.25, to purchase an aggregate of 44,048 shares of
the Company's Common Stock, shall be referred to, collectively, as the
"Options".
2. Office Furniture. The Company shall sell to the Employee, and the
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Employee shall purchase from the Company, the office furniture and equipment
referenced in Section 4(g) of the Agreement, in exchange for reduction in the
amount of $3,000 of the total severance amount payable to the Employee pursuant
to Sections 3 and 4(d) of the Agreement.
3. Severance Payments. The Employee agrees to execute the Options
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simultaneously with the execution of this Amendment and the Employee and the
Company agree that the aggregate exercise price of such Options shall be paid by
the cancellation of the Company's obligation to pay the Employee the amounts set
forth in Sections 3 and 4(d) of the Agreement (as reduced by Section 2 above).
The Employee further acknowledges and agrees that no further severance payments,
as set forth in Sections 3 and 4 of the Agreement, shall be made by the Company.
The Employee hereby releases the Company from any claims relating to his rights
to receive such payments under this Agreement.
4. Termination of Obligations. The Company and the Employee agree that:
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(a) the obligations of the Company under Sections 3, 4(d) and 4(f)
of the Agreement are hereby terminated; and
(b) the obligations of the Employee under the second and third
sentences of Section 3 of the Agreement are hereby terminated.
5. Amendment. This Amendment shall be binding upon the parties and may not
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be amended except by an instrument in writing signed by each party hereto. This
Amendment is binding upon and shall inure to the benefit of the parties and
their respective agents, assigns, heirs, executors, successors and
administrators.
6. Status of Agreement. The parties affirm that, other than as amended
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herein, the terms and conditions of the Agreement shall remain in effect as
stated therein. If any terms of the Agreement are inconsistent with the terms of
this Amendment, the terms of this Amendment shall prevail.
7. Voluntary Assent. The Employee affirms that no other promises or
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agreements of any kind have been made to or with him by any person or entity
whatsoever to cause him to sign this Amendment, and that he fully understands
the meaning and intent of this Amendment. The Employee states and represents
that he has had an opportunity to fully discuss and review the terms of this
Amendment with an attorney. The Employee further states and represents that he
has carefully read this Amendment, understands the contents herein, freely and
voluntarily assents to all of the terms and conditions hereof, and signs his
name of his own free act.
IN WITNESS WHEREOF, all parties have set their hand and seal to this
Agreement as of the date written above.
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
NETRIX CORPORATION
By: /s/Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, President
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