Exhibit 10.2
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT effective as of December 31,
2001 (the "Amendment No. 1") is by and between Xxxxxxx X. Xxxxxxx (the
"Employee") and Workgroup Technology Corporation (the "Company").
WHEREAS, the Employee and the Company are parties to that certain
Employment Agreement effective as of April 1, 2001 (the "Employment Agreement";
capitalized terms used herein, unless otherwise defined herein, shall have the
meanings ascribed to them in the Employment Agreement);
WHEREAS, the Employee and the Company desire to amend certain terms of the
Employment Agreement;
WHEREAS, Section 13 of the Employment Agreement provides that modification
of the Employment Agreement shall not be effective without the consent of the
majority of the outside Directors of the Company; and
WHEREAS, the undersigned Directors constitute a majority of the outside
Directors of the Company;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Reduction of Salary; Calculation of Severance Upon Certain Events.
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Section 2(A) of the Employment Agreement shall be amended by adding at the end
of Section 2(A) the following: "Notwithstanding the foregoing, effective January
1, 2002, the Company shall pay to the Employee a monthly salary of Twenty Two
Thousand Five Hundred Dollars ($22,500.00) until the end of the first Quarter
during which the Company has an operating profit, as reported on the Company's
regularly prepared financial statements, of at least ($22,500.00) (the
"Operating Profit Threshold"). From and after the first day following the end of
the first Quarter in which the Operating Profit Threshold is met, the Company
shall resume paying to the Employee a monthly salary of Thirty Thousand Dollars
($30,000.00) (the "Original Salary"). If the Employee is entitled to receive any
payments pursuant to Section 4(D) or Section 4(E) of the Employment Agreement in
connection with the termination of his employment, then, notwithstanding the
provisions of such Section 4(D) or Section 4(E) of the Employment Agreement, any
such payments shall be based upon the Original Salary, regardless of whether the
Company is paying to the Employee the Original Salary at the time of such
termination of employment."
2. Modification of Total Software License Revenue Bonus. Section 2(C) of
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the Employment Agreement shall be amended by adding at the end of Section 2(C)
the following: "Additionally, notwithstanding the foregoing, effective as of
July 1, 2001, the Company shall be required to pay to the Employee the Total
Software License Revenue Bonus with respect to any particular Quarter only if,
during such Quarter, the Company would have earned an operating
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profit, as reported on the Company's regularly prepared financial statements,
had the Company paid the Original Salary and the Total Software License Revenue
Bonus to the Employee during such Quarter."
3. Notice to the Company and the Employee. The addresses of the Company and
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the Employee set forth in Section 16 of the Employment Agreement are hereby
amended as follows: (i) with respect to the Company, Workgroup Technology
Corporation, Xxx Xxxxxxxxxx Xxxxx Xxxxx, Xxxxxxxxxx, XX 00000-0000, Attention:
Board of Directors and (ii) with respect to the Employee, Xxxxxxx X. Xxxxxxx,
Workgroup Technology Corporation, Xxx Xxxxxxxxxx Xxxxx Xxxxx, Xxxxxxxxxx, XX
00000-0000.
4. Agreement Limited. Except as expressly provided herein, each of the
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provisions of the Employment Agreement shall remain in full force and effect.
5. Governing Law. This Amendment No. 1 shall be governed by and construed
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in accordance with the internal laws of the Commonwealth of Massachusetts.
6. Counterparts. This Amendment No. 1 may be executed by the parties hereto
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in separate counterparts each which when so executed and delivered shall be an
original, but all such counterparts shall together constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
effective as of the date first above written.
WORKGROUP TECHNOLOGY CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
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Title: Director
By: /s/ Xxxxx X. XxXxxxxxx
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Title: Director
By: /s/ Xxxxxxxxx X. Xxxxxxxx
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Title: Director
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
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