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Exhibit 10.16
AMENDMENT
TO
AGREEMENT OF SEVERANCE, WAIVER AND RELEASE
This Amendment to Agreement of Severance, Waiver and Release (this
"Amendment") is made as of December 1, 1999, between UBICS, Inc., a Delaware
corporation ("UBICS") and Xxxxxxx X. Xxxx ("Hira").
PREAMBLE:
UBICS and Hira are parties to an Agreement of Severance, Waiver and
Release dated March 18, 1999 (the "Severance Agreement"), which sets forth the
terms of Hira's retirement from employment with UBICS effective on January 1,
2000. The Severance Agreement contemplated that UBICS would acquire R Systems,
Inc. and the President of R Systems, Inc. would become the President and Chief
Executive Officer of UBICS. UBICS did not acquire R Systems. Inc. and has not
yet hired a new President and Chief Executive Officer. The parties therefore
wish to amend the Severance Agreement to provide for the continued employment of
Hira by UBICS through March 31, 2000.
Therefore, UBICS and Hira, intending to be legally bound, agree as
follows:
1. The first sentence of Section 1 of the Severance Agreement
shall be amended to read as follows:
Hira shall retire and his employment with UBICS will
terminate on March 31, 2000 (the "Termination Date").
2. Section 2 of the Severance Agreement shall be amended in its
entirety to read as follows:
2. Resignation as President and Director. Hira hereby
resigns from the office of President of UBICS effective on
the earlier of (a) the date on which UBICS hires a new
President and Chief Executive Officer (the "Hiring Date") or
(b) the Termination Date. The parties acknowledge that Hira
was not nominated for reelection to the Board of Directors
of UBICS at the 1999 Annual Meeting of Stockholders of
UBICS, but that on December 1, 1999, the Board of Directors
of UBICS elected Hira to fill the vacancy on the Board
created by the resignation of Xxxxx X. Xxxxxxxxx. Hira
hereby resigns from the Board of Directors of UBICS
effective on the Termination
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Date. During the period from the Hiring Date until the
Termination Date, Hira shall perform such duties as shall be
necessary or appropriate to make a transition of his
responsibilities to the new President and Chief Executive
Officer, and shall perform such other duties and
responsibilities as the Board of Directors, Chairman or
President of UBICS may from time to time designate.
3. The first sentence of Section 3 of the Severance Agreement
shall be amended to read as follows:
Provided Hira continues to perform his duties as employee of
UBICS through January 1, 2000, UBICS shall pay Xxxx x
xxxxxxxxx payment of $450,000.00 in cash as follows:
$150,000.00 on the Termination Date, and $100,000.00 on each
of the first three anniversaries of the Termination Date, in
each case minus applicable deductions, as a severance.
4. Section 8 of the Severance Agreement shall be amended in its
entirety to read as follows:
8. Stock Options. In consideration of Hira agreeing to
extend his retirement date until March 31, 2000, UBICS
hereby grants to Hira options (the "New Options") to
purchase 35,000 shares of common stock at an exercise price
of $2.50 per share, all in accordance with the terms of a
separate stock option agreement between UBICS and Hira dated
as of December 1, 1999. Upon the Termination Date, all
options to purchase common stock of UBICS held by Hira,
including the New Options, shall immediately vest and be
exercisable by Hira or his estate until the expiration date
of such options, which is on the tenth anniversary of the
date of grant. In the event that [,on or prior to the
Termination Date,] the Board of Directors determines to
reduce the exercise price of its outstanding options, to
issue new options to replace such outstanding options, or to
issue additional options to holders of such outstanding
options, the Company will also reprice or replace Hira's
options (other than the New Options) or issue additional
options to Hira (other than with respect to the New
Options), as the case may be, on the same basis,
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provided that any such new or additional options shall be
fully vested and exercisable upon issuance.
5. Except as set forth above, the Severance Agreement shall
remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above.
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Xxxxxxx X. Xxxx
UBICS, Inc.
By:
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Name:
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Title:
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