Exhibit 10.32
DAVOX CORPORATION
AMENDEDMENT TO TRANSITION AND
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RETENTION AGREEMENT
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AGREEMENT made and entered into between DAVOX Corporation ("DAVOX" or the
"Company"), a Delaware corporation with a usual place of business at 0
Xxxxxxxxxx Xxxx Xxxxx, Xxxxxxxx, XX 00000, and Xxxxxxxx X. Xxxxxxxx ("Xx.
Xxxxxxxx").
WHEREAS, Xx. Xxxxxxxx and the Board of Directors of the Company have mutually
agreed to amend the Transition and retention Agreement effective as of November
7, 2000 (the "Agreement") as specifically stated herein;
WHEREAS, the operations of the Company will require Xx. Xxxxxxxx'x continued
participation during the Term (as defined below); and
WHEREAS, the Board of Directors desires to provide an incentive for Xx.
Xxxxxxxx to continue his participation;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises,
terms, provisions and conditions set forth in this Transition and Retention
Agreement Amendment (the "Amendment"), the Company and Xx. Xxxxxxxx agree as
follows:
1. All capitalized terms herein shall have the meaning ascribed to each
in the Agreement or as specifically set forth herein.
2. This Amendment will become effective November 7, 2001 and continue
until December 31, 2002 (the "Term").
3. Section 4 of the Agreement shall be and is hereby modified as
follows: Delete Section 4 of the Agreement in its entirety and
replace it with the following, "Xx. Xxxxxxxx'x title and role will
remain Chairman of the Board of Directors and Advisor to the CEO. In
this full-time role, Xx. Xxxxxxxx will act as an advisor to the
current President and Chief Executive Officer or his successor. Xx.
Xxxxxxxx will remain a W-2 full-time regular employee of the Company
during the Term or any extension thereof.
4. Section 5 of the Agreement shall be and is hereby modified as
follows: Delete Section 5 of the Agreement in its entirety and
replace it with the following, "The Company will continue to pay Xx.
Xxxxxxxx an annualized salary of $400,000 through December 31, 2001.
Between January 1, 2002 and through December 31, 2002, The Company
will pay Xx. Xxxxxxxx an annual salary of $200,000. The CEO
incentive compensation plan (as amended) which is in place as of
November 7, 2001 will remain in place and be applicable to Xx.
Xxxxxxxx up to and through December 31, 2001. During the Term, or
any extension thereof, Xx. Xxxxxxxx will be provided, at Company
cost, medical and dental coverage, which is the same in all
materials respects, as that which he currently holds. Additionally,
the Company will continue to pay all of the rent payments for the
apartment located at Bear Hill, Waltham, Massachusetts through
December 31, 2001."
5. Section 6 of the Agreement shall be and hereby is deleted in its
entirety, provided however Xx. Xxxxxxxx can sit on other Boards of
Directors.
6. This Amendment may be signed in one or more counterparts, each of
which shall constitute the same instrument.
7. Integration Clause: The parties agree that the Agreement and this
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Amendment are the complete and exclusive statement of the agreement
between the parties, which supersedes all prior proposals,
understandings and all other agreements, oral or written, between
the parties relating to these Agreements. Unless specifically
modified herein, the Agreement shall remain unchanged.
AGREED AND APPROVED:
FOR DAVOX CORPORATION: FOR XXXXXXXX X. XXXXXXXX:
/s/ Xxxxx X. Xxx /s/ Xxxxxxxx X. Xxxxxxxx
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By Xxxxx X. Xxx - President & CEO Xxxxxxxx X. Xxxxxxxx
