Exhibit 10.9
Amendment No. 1 to Employment Agreement
This Amendment No. 1, dated as of December 9, 1996, amends the
Employment Agreement ("the Employment Agreement") made and entered into as of
the 5th day of September, 1989, by and between Scan-Optics, Inc., a Delaware
corporation with its principal office in East Hartford, Connecticut (the
"Corporation"), and Xxxxxxx X. Xxxxxx (the "Executive").
WHEREAS, the Corporation and the Executive desire to effect a
management transition whereby the Executive will phase out of his executive
positions with the Corporation;
WHEREAS, the intent of the Corporation and the Executive in entering
into this Amendment No. 1 is to help assure that the objectives of that
management transition are met by removing uncertainties on timing, by providing
a climate where the focus of both parties is on mutually held objectives, and
by minimizing conflicts in objectives between the parties;
NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:
1. The Executive will cease to be the Chief Executive Officer of
the Corporation no later than December 31, 1996.
2. The Executive will continue as Chairman of the Board of
Directors until the 1997 Annual Meeting of the stockholders of
the Corporation. His focus until that date will be on (1) the
long range strategic plan of the Corporation, (2) providing
assistance to the Chief Executive Officer in developing the
theme, words and visuals related to the 1996 Annual Report, and
(3) developing the best strategy and tactics possible, so as to
sign or have a letter of intent signed, on future VSOP orders
and the further national health contract related to additional
Japanese healthcare Scan-Optics systems.
3. For 12 months after the 1997 Annual Meeting of Stockholders, the
Executive will continue as an executive employee of the
Corporation. He will not have specific assigned duties but will
be available to assist and consult with the Corporation on
specific issues related to customers and products. These issues
may include, but are not limited to, product direction, the
international market, and relationships with distributors and
customers as related to the Japanese market.
4. The Executive will remain an executive employee and retain all
of the benefits of full-time employment during that 12-month
period. The Executive's salary and benefits will remain in
effect during that period and will not be less than at the
levels existing on the date of this Amendment No. 1 (except that
the Corporation may make changes in benefit plans applying to
the Executive and other employees as long as the Executive
continues to be treated fairly in relation to the other
participating employees), and the Executive's stock options will
remain in place during that period and thereafter in accordance
with their terms.
5. The Corporation and the Executive agree that (a) the Executive
will not be entitled to any severance pay or continued
participation in the Corporation's health and disability
insurance plans or the continuation of any other benefits,
compensation or remuneration following or as the result of the
termination of his employment with the Corporation at the end of
that 12-month period; that (b) the payments and other benefits
provided for him in this Amendment No. 1 are in lieu of the
severance pay and the continuation of participation in health
and disability insurance plans provided for in Section 11(g) of
the Employment Agreement; and (c) that the provisions of Section
11(d) of this Agreement will not apply to or be activated by the
changes in the Executive's job responsibilities contemplated by
or resulting from this Amendment No. 1.
6. Except as specifically amended by this Amendment No. 1, the
provisions of the Employment Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
1 as of the date first above written.
SCAN-OPTICS, INC.
By /s/ X. Xxxxxxxx Xxxxxxxx
Name: X. Xxxxxxxx Xxxxxxxx
Title: Chairman of the Stock Options
and Executive Compensation
Committee
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
