INFORMATION ADVANTAGE, INC.
AMENDMENT TO
EMPLOYMENT AGREEMENT
WITH XXXXX X. XXXX
THIS AMENDMENT is entered into effective as of the 23rd day of May, 1995,
by and between INFORMATION ADVANTAGE, INC., a Minnesota corporation (the
"Company"), and XXXXX X. XXXX, a Connecticut resident ("Executive").
WHEREAS, the Company and the Executive entered into an employment
agreement, dated April 19, 1995 (the "Agreement"); and
WHEREAS, the parties desire to amend a provision in the Agreement as
provided below.
NOW, THEREFORE, in consideration of the foregoing premises and the parties'
mutual covenants and undertakings contained in this Amendment and the Agreement,
the sufficiency of which is hereby acknowledged, the Company and the Executive
agree as follows:
1. STOCK OPTION PLAN. Section 3(d) of the Agreement is hereby modified
in its entirety to provide as follows:
a. STOCK OPTION PLAN. Executive and Company shall enter into two
separate Incentive Stock Option Agreements pursuant to the Company's 1992
Stock Option Plan, each agreement to be dated effective May 1, 1995,
whereby Executive is granted two sets of Incentive Stock Options to
purchase shares of Company's common stock, which Agreements are attached
hereto as Exhibit "A (1)" (providing for a 5 year vesting schedule) and "A
(2)" (providing for a 10 year vesting schedule). Company is in the process
of raising additional equity through an offering of convertible preferred
stock, which offering Company intends to conclude within the next three (3)
months (the "Offering"). The parties agree that Executive shall receive
options to purchase a total number of shares of common stock equal to 5% of
the aggregate outstanding number of shares of common and preferred stock as
determined on a post-Offering and fully diluted basis ("Option Shares");
provided that the dollar amount of the Offering taken into account for
purposes of computing the number of Option Shares shall not exceed
$7,100,000, including the conversion of $2,000,000 of convertible bridge
financing extended to the Company. Upon conclusion of the Offering
Company and Executive shall enter into the Incentive Stock Option
Agreements. The Option Shares granted shall be split as follows: (i) an
option representing eighty percent (80%) of the Option Shares shall be in
the form of Exhibit A (1); and (ii) an option representing twenty percent
(20%) of the Option Shares shall be in the form of Exhibit A (2).
2. SCOPE OF AMENDMENT. Except as modified herein, the Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the Company and Executive have caused this Amendment to
be executed as of the day and year first above written.
EXECUTIVE: COMPANY:
INFORMATION ADVANTAGE, INC.
/s/ Xxxxx X. Xxxx By:
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Xxxxx X. Xxxx Xxxxxx Xxxxx
Member of Board of Directors
By: /s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
Member of Board of Directors
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