EXHIBIT 10.41
Amendment
to
AremisSoft and Fourth Shift
Merger Agreement
This Amendment Agreement (the "Agreement") to the Merger Agreement dated
February 26, 2001 by and between AremisSoft Corporation, AremisSoft
Manufacturing (US), Inc. and Fourth Shift Corporation (the "Merger Agreement")
is entered into as of this 23rd day of March, 2001. Terms used but not otherwise
defined in this Agreement, have the meanings assigned to such terms in the
Merger Agreement.
This Agreement is for the purpose of amending Section 2(g) of the Merger
Agreement to provide for the acceleration of vesting of all outstanding Fourth
Shift Options, so that they become fully vested, upon consummation of the Merger
at the Effective Time.
Based on and in consideration of the foregoing, the Parties hereby amend
and restate Section 2(g) of the Merger Agreement to read as follows:
"(g) Stock Options. Each option to purchase shares of Fourth Shift Common
Stock (a "Fourth Shift Option") outstanding immediately prior to the Effective
Time shall remain outstanding following the Effective Time. At the Effective
Time, AremisSoft shall assume each Fourth Shift Option by virtue of the Merger
and without any further action on the part of Fourth Shift or the holders
thereof. AremisSoft shall assume each such option in such manner that AremisSoft
(i) is a corporation "assuming a stock option in a transaction to which Section
424(a) applies" within the meaning of Section 424 of the Code or (ii) to the
extent that Section 424 of the Code does not apply to any such Fourth Shift
Option, would be such a corporation were Section 424 of the Code applicable to
such Fourth Shift Option. From and after the Effective Time, all references to
"Fourth Shift" in the Fourth Shift Options and the related stock option
agreements shall be deemed to refer to "AremisSoft." After the Effective Time,
each Fourth Shift Option assumed by AremisSoft shall be exercisable upon the
same terms and conditions as were in effect under the Fourth Shift Options and
the related option agreements immediately prior to the Effective Time, except
that (i) each Fourth Shift Option shall be exercisable for that whole number of
shares of AremisSoft Common Stock (rounded down to the nearest whole share)
equal to the number of shares of Fourth Shift Common Stock subject to such
Fourth Shift Option immediately prior to the Effective Time divided by 6.14159,
(ii) the option price per share of AremisSoft Common Stock shall be an amount
equal to the option price per share of Fourth Shift Common stock subject to such
Fourth Shift Option in effect immediately prior to the Effective Time multiplied
by 6.14159 (the option price per share, as so determined, being rounded upward
to the nearest full cent), and (iii) any and all outstanding and unvested Fourth
Shift Options, or any portion thereof, shall be accelerated and deemed fully
vested as of the Effective Time."
[THIS SPACE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the 23rd day of March, 2001.
AremisSoft Corporation,
a Delaware corporation
By: /s/ ROYS POYIADJIS
--------------------------------
Roys Poyiadjis
Fourth Shift Corporation,
a Minnesota corporation
By: /s/ XXXXXX XXXXXX XXXXXXX
-----------------------------
Xxxxxx Xxxxxx Xxxxxxx,
Chief Executive Officer
AremisSoft Manufacturing (US), Inc.,
a Delaware corporation
By: /s/ ROYS POYIADJIS
--------------------------------
Roys Poyiadjis
Co-Chief Executive Office