EXHIBIT 10.38
OFFER LETTER
and
CHANGE OF CONTROL AGREEMENT
SUPPLEMENT
This is to clarify some aspects of the Offer Letter to Xxxx Xxxxxxxx dated July
12, 2001, and the Change of Control Agreement dated August 1, 2001.
1. The term "restricted stock" as used in the Offer Letter means the stock
cannot be sold by Xxxx for 12 months from the date of grant.
2. The "graduated bonus schedule" referenced in section 4 of the Offer Letter is
attached hereto as Schedule A.
3. The last sentence of section 2(a)(ii) to the Change of Control Agreement
states:
"In addition, if the Employee's employment is terminated as a result of
an Involuntary Termination other than for Cause, the Employee shall be
entitled to receive six (6) months base salary at current rate of pay,
the last quarter's performance bonus amount, and payment of COBRA
insurance coverage for the six (6) month severance term."
The phrase "the last quarter's performance bonus amount" is
intended to mean that if Xxxx is terminated during his first
year of employment, he would not receive the Guaranteed Bonus
for any calendar quarter in which he is no longer employed
with AvantGo. If Xxxx is terminated after 12 full months of
employment with AvantGo, this sentence would effectively be
interpreted to read:
"In addition, if the Employee's employment is terminated as a result of
an Involuntary Termination other than for Cause, the Employee shall be
entitled to receive six (6) months base salary at current rate of pay
and payment of COBRA insurance coverage for the six (6) month severance
term."
AVANTGO, INC. XXXX XXXXXXXX
/s/ Xxxxxx Xxxxx Xxxxxxx /s/ Xxxx Xxxxxxxx
------------------------ -----------------
Signature Signature
Xxxxxx Xxxxx-Xxxxxxx
Name (Print or Type)
Vice President Human Resources
Title
