EXHIBIT 10.3
The following Amendment to Management Continuity Agreement was entered into by
and between the registrant and each of the following executive officers in July,
2000 with respect to options granted on March 8, 2000 in the amounts set forth
next to their names below:
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Name Number of Shares Subject to Option
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Xxx Xxxxxx 300,000
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D. Xxxxxx Collition 50,000
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Xxxxx Xxxxxxx 100,000
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FORM OF
CAPTURA SOFTWARE, INC.
AMENDMENT TO MANAGEMENT CONTINUITY AGREEMENT
This Amendment to Management Continuity Agreement (the "Amendment") is
entered into as of the date set forth below by and between Captura Software,
Inc., a Delaware corporation (the "Company") and ________________ (the
"Employee").
RECITALS
WHEREAS, the Employee and the Company entered into a Management Continuity
Agreement dated as of April ____, 1999, which provides for, among other things,
accelerated vesting of options under certain circumstances (the "Agreement"; the
terms defined in the Agreement being used in this Amendment as so defined unless
otherwise defined herein);
WHEREAS, the parties desire to amend the Agreement to revise the
circumstances upon which the vesting of certain options will accelerate;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements herein contained, and intending to be legally bound hereby, the
parties hereby agree as follows:
1. Section 4 of the Agreement is hereby deleted and replaced in its
entirety with the following:
"4. Option Acceleration Upon a Change of Control. Upon a Change of
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Control, the vesting and exercisability of each option granted to the
Employee by the Company (the "Options") shall be automatically
accelerated as to 50% of the shares subject thereto that are unvested
at the time of the Change of Control; provided, however, that no such
acceleration of vesting shall occur with respect to the option to
purchase __________ shares of Company common stock granted by the
Company's Board of Directors on March 8, 2000, in the event of a
Change of Control within twelve (12) months of such grant."
2. Section 7 of the Agreement is hereby amended to add the following new
subsections:
"(d) Termination Date. "Termination Date" shall mean the date of
Employee's termination by the Company.
(e) Base Compensation. "Base Compensation" shall mean the Employee's
base salary.
(f) Disability. "Disability" shall mean total and permanent
disability as defined in Section 22(e)(3) of the Internal Revenue Code
of 1986, as amended."
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the ____ day of ______________, 2000.
CAPTURA SOFTWARE, INC.
a Delaware corporation
________________________________________
Signature of Authorized Signatory
________________________________________
Print Name and Title
EMPLOYEE
________________________________________
Signature
