EXHIBIT 4(B)(3)
SECOND AMENDMENT TO LETTER OF AGREEMENT
THIS SECOND AMENDMENT TO LETTER OF AGREEMENT (this "AMENDMENT NO. 2"), is
made as of December 1, 2003 by and between Tecnomatix Technologies Ltd., a
company duly incorporated under the laws of the State of Israel, with offices
located at 00 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxx (the "COMPANY"), and Xxxx Xxxxx,
an individual residing at Be'xx Xxx Street, Ein Vered 00000, Xxxxxx (the
"OFFICER") (each, a "PARTY", together, the "PARTIES).
WITNESSETH:
WHEREAS, on January 16, 2001 the Company entered into a Letter of
Agreement (the "AGREEMENT") with the Officer regarding his terms of employment
and compensation as Executive Vice-President Industry Marketing of the Company;
and
WHEREAS, on January 26, 2003 the Parties entered into the first amendment
to the Agreement; and
WHEREAS, the Parties wish to further amend the Agreement, subject to the
terms and conditions of this Amendment No. 2;
NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth and other good and valuable consideration, the receipt of which are hereby
acknowledged, the Parties hereby agree as follows:
1. AMENDMENT OF SECTION 6
Section 6 of the Agreement shall be amended to read in its entirety as follows:
"At the Commencement Date (as defined in the Agreement) the Company shall
provide to you a loan (the "Loan") in an amount of NIS 418,330 (the
"Principal"). The Principal of the Loan shall be linked to the Israeli
Consumer Price Index and shall bear interest as of the Commencement Date
at the rate provided for, from time to time, pursuant to the Regulations
promulgated under the Israeli Tax Ordinance.
Two thirds (2/3) of Loan (principal and accrued interest thereon) will be
forgiven (the "Forgiven Portion of the Loan") after two years of
employment and one third (1/3) of the Loan (principal and accrued interest
thereon) will be repaid by you to the Company upon the expiration of three
years of employment from the Commencement Date, PROVIDED, HOWEVER, that if
you or the Company terminate your employment at any time prior to the
expiration of three years from the Commencement Date, you will be required
to repay to the Company the Principal and any accrued interest thereon.
The Forgiven Portion of the Loan may be subject to taxes, as required by
law, which taxes shall be your sole liability and be borne by you.
The Company may deduct any amounts due under the Loan from any amounts
owed to you by the Company, including any salary, commission payments or
expense reimbursements. You will remain obligated to repay to the Company
the balance of any amount due under the Loan which was not repaid as
aforesaid."
2. EFFECTIVE DATE
This Amendment No. 2 shall have effect as of the date hereof.
3. SURVIVAL OF PROVISIONS
All other terms and conditions of the Agreement, as previously amended,
remain unchanged and are applicable hereto, except as modified by this
Amendment No. 2.
4. ENTIRE AGREEMENT
This Amendment No. 2 shall be deemed for all intents and purposes as an
integral part of the Agreement. The Agreement, as previously amended, and
the Amendment No. 2 constitute the entire agreement of the parties hereto
with respect to the subject matter hereof and supersedes all prior
agreements and undertakings, both written and oral, between the parties
hereto with respect to the subject matter hereof.
5. COUNTERPARTS
This Amendment No. 2 may be executed in one or more counterparts, and by
the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original but all of which taken together
shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Amendment No. 2 by telecopier
shall be effective as delivery of a manually executed counterpart of this
Amendment No. 2.
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IN WITNESS WHEREOF, the Parties have duly executed this Amendment No. 2 hereto
and on the date first above written.
TECNOMATIX TECHNOLOGIES LTD. OFFICER
By: /S/ Harel Beit-on /S/ Xxxx Xxxxx
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Name: Harel Beit-On XXXX XXXXX
Title: Chairman of the Board and
Chief Executive Officer
By: /S/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: President and Chief Operating Officer
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