EXHIBIT 16
FORM
OF
AMENDMENT
AMENDMENT, dated as of ________ ___, 1998 (the "Amendment"), to the
Executive Severance/Change of Control Agreement, dated _______________, between
State Of The Art, Inc., a California corporation and ____________________ (the
"Employee") (the "Severance Agreement").
W I T N E S S E T H :
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WHEREAS, the parties hereto desire to amend certain provisions of the
Severance Agreement as provided herein;
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, and for other valuable consideration the receipt of which is
hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Amendment of Section 4(d). Section 4(d) of the Employment
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Agreement is hereby amended in its entirety to read as follows:
4. Severance Benefits. (d) Options. In the event Employee's employment
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with the Company terminates as a result of an Involuntary Termination other
than for Cause after a Change of Control and during the time period in
which any options granted to Employee on or prior to January 27, 1998 are
unvested (the "Subject Options"), then upon such termination, in addition
to any portion of the Subject Options that were exercisable immediately
prior to such termination, all Subject Options shall immediately become
fully vested and exercisable, for the period prescribed in such option
plans.
SECTION 2. Counterparts. This Amendment may be signed in any number of
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counterparts, all of which counterparts, taken together, shall constitute one
and the same instrument.
SECTION 3. Governing Law. This Amendment and the rights and obligations
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of the parties hereto shall be governed by, and construed and interpreted in
accordance with, the law of the State of California.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
STATE OF THE ART, INC.
By: _________________________________
Name:
Title:
___________________________________
Acknowledged and accepted as of
the date first set forth above.
THE SAGE GROUP, plc
By: _________________________
Name:
Title:
SIGNATURE PAGE OF AMENDMENT TO THE SEVERANCE AGREEMENT
