Exhibit 10(c)
AMENDMENT OF MANAGEMENT RETENTION AGREEMENT
COMPUTERVISION CORPORATION (the "Company"), and XXXXXXXX X. XXXX ("Executive")
agree to enter into this AMENDMENT OF MANAGEMENT RETENTION AGREEMENT dated as of
the 3/rd/ day of November, 1997 as follows:
1. AMENDMENT OF MANAGEMENT RETENTION AGREEMENT.
The parties originally entered into a Management Retention Agreement dated as of
September 4, 1997 (the "Retention Agreement"). The parties have agreed to
certain modifications of the Retention Agreement as set forth herein (the
"Amendment").
2. LIMITATION ON COMPENSATION.
Notwithstanding Section 4 of the Retention Agreement, if any portion of the
compensation under the Retention Agreement, or under any other agreement with or
plan of the Company (in the aggregate "Total Payments") would constitute an
"excess parachute payment" under Section 280G of the Internal Revenue Code (the
"Code") then the payments to be made to Executive under the Retention Agreement
shall be reduced such that the value of the aggregate Total Payments that
Executive is entitled to receive shall be one dollar ($1) less than the maximum
amount which Executive may receive without becoming subject to the tax imposed
by Section 4999 of the Code, or which the Company or Xxxxx may pay without loss
of deduction under Section 280G of the Code. The calculation of such potential
excise tax liability, as well as the method in which the compensation reduction
is applied, shall be conducted and determined by Xxxxx'x independent accountants
whose determinations shall be binding on all parties.
3. DATE OF TERMINATION
The parties agree that Executive's employment will terminate on May 1, 1998
unless sooner terminated because of Executive's death, by the Company for
"Disability" or "Cause", or by Executive other than for "Good Reason", in
accordance with Section 3 of the Retention Agreement. From February 1, 1998
through May 1, 1998, Executive shall devote 50 per cent of her time to her
employment, and her compensation shall be $25,000 per month, which is one half
of her regular base pay rate of $600,000 per year.
4. CONSULTING AGREEMENT.
The parties agree that if Executive's employment with the Company terminates
under conditions entitling her to benefits under Section 4(c) of the Retention
Agreement, Parametric Technology Corporation ("Parametric") will engage
Executive as a consultant, and Executive hereby agrees to provide consulting
services, upon the terms and conditions set forth in the Consulting Agreement
attached to this Amendment as Exhibit "A" during the period commencing on
Executive's "Date of Termination" (as defined in the Retention Agreement) and
ending on May 1, 1999, unless sooner terminated as set forth therein.
5. CALCULATION OF COMPENSATION ON TERMINATION
Section 4(c)(ii)(B) of the Retention Agreement is hereby amended to provide that
the annual incentive bonuses paid or payable to Executive for fiscal years 1995
and 1996 shall be used in calculating the severance amount payable under the
Retention Agreement.
6. ENTIRE AGREEMENT.
Section 7(f) of the Retention Agreement is hereby amended to read as follows:
This Agreement and the Exhibits attached hereto set forth the entire
agreement of the parties hereto in respect of the rights and obligations of
the parties after the occurrence of a Change of Control and the payment of
compensation upon termination of employment following a Change in Control.
This Agreement supersedes all prior agreements, promises, covenants and
arrangements, whether oral or written, by any officer, employee or
representative of any party hereto in respect of a Change of Control and
termination of employment following a Change in Control.
7. NO OTHER MODIFICATIONS.
Except as specifically modified or superseded by this Amendment, the terms and
conditions of the Retention Agreement shall remain in full force and effect.
8. COUNTERPARTS.
This Amendment may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, and such counterparts will together
constitute but one Amendment.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of
the day and year first above written.
COMPUTERVISION CORPORATION PARAMETRIC TECHNOLOGY CORP.
By: _____________________________ By: ____________________________
Name: ___________________________ Name: _________________________
Title: __________________________ Title: ______________________
Date: ___________________________ Date: _________________________
EXECUTIVE
---------------------------------
Xxxxxxxx X. Xxxx
Date: ___________________________
Address: ________________________
---------------------------------
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EXHIBIT A
CONSULTING AGREEMENT
PARAMETRIC TECHNOLOGY CORPORATION (the "Company" or "Parametric"), and XXXXXXXX
X. XXXX ("Consultant") agree to enter into this CONSULTING AGREEMENT dated as of
the ________ day of ___________________ as follows:
1. ENGAGEMENT AND TERM.
The Company hereby agrees to engage Consultant, and Consultant hereby agrees, to
provide consulting services to the Company during the period commencing as of
the date of the Executive's "Date of Termination" (as defined in the Retention
Agreement) and ending on May 1, 1999 (the "Consulting Period"), unless sooner
terminated in accordance with Section 4 below.
2. CONSULTING SERVICES.
(a) During the Consulting Period, Consultant shall provide consulting services
with respect to the transition of customers form Computervision Corp. to
Parametric and with respect to such other transition matters as the
Chairman/Chief Executive Officer of Parametric may reasonably request.
(b) Consultant agrees to be available to provide such consulting services at
such time or times and at such place or places as are mutually convenient
to both parties.
(c) While it is the intent of this Agreement that the mutual convenience of the
parties be served, it is understood between the parties that during the
Consulting Period Consultant shall act in the capacity of an independent
contractor and shall not be subject to the direction, control or
supervision of the Company with respect to the time spent, or procedures
followed in the performance of her consulting services hereunder.
3. COMPENSATION.
(a) During the Consulting Period, the Company agrees to pay Consultant $120,000
for all services rendered hereunder. Such compensation shall be payable in
equal monthly installments of $10,000 each.
(b) During the Consulting Period, all outstanding stock options granted to
Consultant by Computervision Corp. will continue to vest and be exercisable
to the same extent that such options would have vested and become
exercisable if Consultant had continued in employment until the expiration
of the Consulting Period. At the expiration of the Consulting Period, the
right to exercise such options to the extent then exercisable shall
terminate 90 days after such expiration date
(c) Except as otherwise provided in the Management Retention Agreement between
Consultant and Computervision Corp. (the "Retention Agreement"),
Consultant shall not be eligible either to participate in any employee benefit
plans maintained by the Company (or any of its affiliates) or to receive any
fringe benefits during the Consulting Period.
9. TERMINATION PRIOR TO END OF CONSULTING PERIOD.
Consultant's services shall be terminated prior to the end of the Consulting
Period as follows:
(a) The Consultant's services hereunder shall terminate upon her death or total
disability. In such event,
(i) the Company shall pay Consultant (or her legal representative) a
lump sum amount equal to the remaining unpaid balance of the
compensation payable for the Consulting Period, and
(ii) any unexercised stock options to the extent then vested shall be
exercisable in accordance with their terms.
(b) The Company may terminate Consultant's services hereunder if
Computervision's or the Company's obligation to pay the benefits described
in Section 4(c) of the Retention Agreements ceases as a result of
Consultant's failure to comply with the requirements set forth in Section
4(f) of the Retention Agreement. In such event, Consultant shall cease to
have any right to receive any compensation under this Consulting Agreement
after the date of such termination and all outstanding stock options shall
immediately be forfeited any nonexercisable.
5. MISCELLANEOUS.
(a) This Consulting Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts applicable to agreements
made and to be performed in that State.
(b) Notices to either party hereto shall be deemed given to the other when
given in writing and posted as registered or certified mail of the United
States Post Office, with sufficient postage affixed thereto and addressed
to the other party at the address shown below, or to such other address as
shall be substituted therefor by written notice in the manner hereinabove
provided.
To Consultant:
At the address for Consultant set forth below
To the Company:
Xxxx X. Xxxxxxxxxx
Vice President Human Resources
Parametric Technology Corporation
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000 Xxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
(c) This Consulting Agreement shall inure to the benefit of and shall be
binding upon the Company, its successors and assigns and shall be binding
upon Consultant in accord with its items.
(d) This Consulting Agreement may be assigned by the Company to any of its
subsidiaries or affiliates, without consent of Consultant. This Consulting
Agreement shall not be assignable by Consultant.
(e) This Consulting Agreement constitutes the entire understanding between the
parties with reference to the subject matter hereof and shall not be
changed or modified except by a written instrument executed by both
parties.
(f) The waiver by either party of a breach of any provision of this Consulting
Agreement by the other party shall not be construed as a waiver of any
subsequent or other breach by such other party.
(g) Section headings are used herein for convenience of reference only and
shall not affect the meaning of any provision of this Consulting Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this Consulting
Agreement as of the day and year first above written.
PARAMETRIC TECHNOLOGY. CORP. EXECUTIVE
By:__________________________ _________________________________
Xxxxxxxx X. Xxxx
Name:________________________ Date:____________________________
Title:_______________________ Address:_________________________
Date:________________________ _________________________________
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