AMENDED & RESTATED SEVERANCE AGREEMENT, WALSKE 3/1 EXHIBIT 10.2 AMENDED AND RESTATED AGREEMENT This Amended and Restated Agreement is entered into as of this 1st day of March, 2000 between Parametric Technology Corporation, a Massachusetts corporation...
AMENDED & RESTATED SEVERANCE AGREEMENT, XXXXXX 3/1EXHIBIT 10.2
AMENDED AND RESTATED AGREEMENT This Amended and Restated Agreement is entered into as of this 1st day of March, 2000 between Parametric Technology Corporation, a Massachusetts corporation (the "Company"), and Xxxxxx X. Xxxxxx (the "Executive"), and amends and restates the Agreement dated June 20, 1990, as amended, between the Company and the Executive. WHEREAS, effective March 1, 2000, the Executive is the Chairman of the Board and Chief Business Strategist of the Company; and WHEREAS, to provide incentive for the Executive to remain with the Company, the Company desires to make the following arrangements with the Executive concerning his employment; NOW, THEREFORE, the Company and the Executive hereby agree as follows: 1. Termination Notice. The Company agrees that it may not terminate the employment of the Executive unless it does so for Cause (as defined below) by delivering to the Executive a written notice of such termination of employment (the "Termination Notice"). 2. Salary. (a) In the event that a Change in Status (as defined below) of the Executive occurs prior to a Termination Notice, the Company and the Executive shall enter into a five-year Employment Agreement in the form attached hereto as Exhibit A, and the Company shall have no obligation to make any payments to the Executive under this Agreement; provided, however, that in the event that the Executive remains employed with the Company for a period of six months following the effective date of a Change in Status, the Company shall pay to the Executive on such six-month anniversary date a one-time amount equal to the most recent fiscal year end bonus paid to the Executive. For purposes of this Agreement, "fiscal year end bonus" shall include all amounts paid to the Executive under any bonus plans or programs of the Company with respect to his services to the Company in the preceding fiscal year. (b) In the event of a termination for Cause, the Executive's salary and benefits shall cease at the time of such termination. 3. Stock Options. (a) Effective upon (i) a Change in Control (as defined below) of the Company or (ii) the death or Disability (as defined below) of the Executive, all stock options granted to the Executive and then outstanding under any Stock Option Plan (as defined below) of the Company shall become exercisable in full, notwithstanding any vesting schedule or other provisions to the contrary in the agreements evidencing such options; and the Company and the Executive hereby
-3- 7. Miscellaneous. (a) This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without reference to principles of conflict of laws. (b) This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. (c) All notices and other communications hereunder shall be in writing and shall be delivered by hand delivery, by a reputable overnight courier service, or by registered or certified mail, return receipt requested, postage prepaid, in each case addressed as follows: If to the Company: Parametric Technology Corporation 000 Xxxxxxxxxx Xxxxx Xxxxxxx, XX 00000 Attention: General Counsel If to the Executive: Xxxxxx X. Xxxxxx 000 Xxxxxxxx Xxxx Xxxx Xxxxxxxx Xxxx, XX 00000 or to such other address as either party shall have furnished to the other in writing in accordance herewith. Any Notice or communication shall be deemed to be delivered upon the date of hand delivery, one day following delivery to such overnight courier service, or three days following mailing by registered or certified mail. EXECUTED as of the date first written above.
PARAMETRIC TECHNOLOGY CORPORATION | By: | /s/ C. Xxxxxxx Xxxxxxxx | | C. Xxxxxxx Xxxxxxxx President and Chief Executive Officer | /s/ Xxxxxx X. Xxxxxx | | Xxxxxx X. Xxxxxx |
-4- EXHIBIT A EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into as of [..........] (the "Effective Date") by and between Parametric Technology Corporation (the "Company"), a Massachusetts corporation with its principal place of business at 000 Xxxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000 and Xxxxxx X. Xxxxxx (the "Executive"), residing at 000 Xxxxxxxx Xxxx Xxxx, Xxxxxxxx Xxxx, XX 00000. ARTICLE I EMPLOYMENT The Company hereby agrees to continue to employ the Executive and the Executive hereby agrees to serve the Company in the position of [..........] and to perform such specific duties as may reasonably be assigned to the Executive from time to time by the Chief Executive Officer of the Company for the period commencing on the Effective Date and terminating on [..........], unless earlier terminated as provided herein (the "Employment Period"). ARTICLE II COMPENSATION For services to be rendered by the Executive to the Company pursuant to this Agreement, during the Employment Period the Company shall pay to the Executive the compensation and provide to the Executive the benefits set forth below: (i) Salary: The Company shall pay to the Executive, a bi-weekly salary in the gross amount of $18,461.50. (ii) Executive Benefits: In addition, (A) the Company shall provide to the -5- Executive benefits under the Company's standard benefit plans pursuant to the same terms and conditions under which the Company makes such benefits available to Executives generally, including health insurance, dental insurance, life insurance, and short-term and long-term disability coverage, and (B) the Executive shall remain eligible to participate in the Company's 401(k) Savings Plan and 2000 Employee Stock Purchase Plan, as well as the Company's 1987 Incentive Stock Option Plan, 1997 Nonstatutory Stock Option Plan and 2000 Equity Incentive Plan (the "Option Plans"), all subject to the terms and conditions of the respective plans. ARTICLE V CHANGE IN CONTROL 5.1 Change in Control Defined. A "Change in Control" of the Company shall mean the occurrence of any of the following events: (i) any "person", as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportion as their ownership of stock of the Company) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding securities (other than as a result of acquisitions of such securities from the Company); (ii) individuals who, as of the date hereof, constitute the Board of Directors of the Company (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company) shall be, for -7- purposes of this Agreement, considered to be a member of the Incumbent Board; (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "person" (as defined above) acquires more than 20% of the combined voting power of the Company's then outstanding securities; or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets. 5.2 Effect of a Change in Control. Effective upon a Change in Control of the Company, all stock options granted to the Executive and then outstanding under any Option Plan shall become exercisable in full, notwithstanding any vesting schedule or other provisions to the contrary in the agreements evidencing such options; and the Company and the Executive hereby agree that such option agreements are hereby and will be deemed amended to give effect to this provision. -8- the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company as defined above and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement. ARTICLE IX MISCELLANEOUS 9.1 No Representations. The Executive represents and acknowledges that in executing this Agreement the Executive does not rely and has not relied upon any representation or statement not set forth herein made by the Company or by the Company's agents, representatives, or attorneys with regard to the subject matter, basis or effect of the Agreement or otherwise. 9.2 Governing Law. This Agreement and any and all litigation that may arise as a result of, based upon, or in connection with this Agreement shall be brought exclusively before a court in Cambridge or Boston, Massachusetts and be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts, without reference to principles of conflict of laws. 9.3 Amendment. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. 9.4 Counterparts. This Agreement may be executed in one or more counterparts, any one of which shall be deemed to be the original even if the others are not produced. 9.5 Notices. All notices hereunder shall be in writing and shall be delivered by hand delivery, by a reputable overnight courier service, or by registered or certified mail, return receipt requested, postage prepaid, to the parties at their respective addresses set forth above or at such other address as either party shall have furnished to the other in writing in accordance herewith. Any notice shall be deemed to be delivered upon the date of hand delivery, one day following delivery to such overnight courier service, or three days following mailing by registered or certified mail. 9.6 Captions. Captions herein have been inserted solely for convenience of reference and in no way define, limit or describe the scope or substance of any provision of this Agreement. 9.7 Severability. In case any provision hereof shall, for any reason, be held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not effect any other provision hereof, and the parties agree to substitute for such invalid or unenforceable provision a valid and enforceable provision which most clearly approximates the interest and economic effect of such invalid or unenforceable provision.
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