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Exhibit 10.8
OPEN SOLUTIONS, INC.
KEY EMPLOYEE AGREEMENT
September ___, 1995
Name and address of employee:
Mr. Xxxxxxx Xxxxxxxx
000 Xxxx Xxxxxx
Xxxxx Xxxxxxx, XX 00000
Open Solutions, Inc., a Delaware corporation (the "Company"), agrees
with you as follows:
1. POSITION AND RESPONSIBILITIES.
1.1 You shall serve in an executive capacity as President
and Chief Executive Officer of the Company.
1.2 You will, to the best of your ability, devote your
full business time and efforts to the performance of your job hereunder and to
the business and affairs of the Company. You agree to serve as a director,
officer or both of the Company, if elected by the shareholders or the Company's
Board of Directors ("Board").
2. TERM OF EMPLOYMENT.
2.1 The term of your employment shall be three (3) years,
unless extended, commencing with October 1995, provided your employment may be
terminated at any time as provided in Section 2.2.
2.2 Your employment may be terminated as follows.
(a) The Company shall have the right, by giving you
written notice, to terminate your employment:
(i) immediately for cause, or
(ii) at any time without cause (as hereinafter
defined).
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(b) You shall have the right, on written notice to the
Company, to terminate your employment for Good Reason (as hereinafter
defined).
2.3 If your employment is terminated (a) by the Company
without cause or (b) by you with Good Reason, the Company shall be obligated to
pay you severance pay at a rate of $10,000 per month, less applicable taxes and
other required withholdings and any amount you may owe to the Company, payable
on the first day of each month commencing the first day of the month next
following the date of termination ("Severance Payments"). Severance Payments
shall be made until the earlier of (i) August 31, 1998 or (ii) the first day of
your employment with another employer, provided that in no event will Severance
Payments under (i) be made for less than twelve (12) months. If total cash
compensation by payments from a subsequent employer pursuant to (ii) above are
not at least equal to the Severance Payments, the Company will pay you the
difference between such payments for the period during which Severance Payments
are due. Notwithstanding the foregoing, if the Company has ceased operations or
has had a petition in bankruptcy filed for or against it, the Company shall be
relieved of its obligations under this Section 2.3 and you shall only be
entitled to payments pursuant to this Section 2.3 as and when payments are made
to other unsecured creditors of the Company.
2.4 For purposes of Section 2 hereof, the term "cause"
shall mean your conviction of a felony (or a plea of guilty thereto).
2.5 The term "Good Reason" shall mean, without your
consent: (a) your removal from, or the failure to elect or re-elect you to, the
Board, except when such removal or failure to elect or re-elect relates to your
termination by the Company for cause; (b) a significant reduction in the nature
or scope of the authorities, powers, functions or duties attached to your
position with the Company ("Reduction in Duties"); (c) the Company relocates its
operations such that your job duties must be performed at a location outside of
Hartford County, Connecticut; (d) the failure of the Company to maintain its
Incentive Compensation Plan, or its equivalent; or (3) a Change in Control (as
hereinafter defined) as a result of which (i) you are in any way constrained in
carrying out the authorities, powers, functions or duties attached to the
position stated in Section 1.1 hereof or (ii) there is a Reduction in Duties
and, in either case, if after reasonable negotiation with the new control group,
the situation is not remedied. For purposes hereof, a Change in Control shall
mean when: (a) the Company sells all or substantially all of its assets; or (b)
any person (as such term is defined in Sections 3 (a) (9) and 13 (d) (3) of the
Securities Exchange Act of 1934, each a "person"), other than (x) the current
shareholders of the Company, (y) one or more venture capital investors or (z) in
connection with an underwritten registered public offering of the securities of
the Company, any person or persons, becomes a beneficial owner, directly or
indirectly, of securities of the Company representing sufficient votes to elect
a majority of the Board.
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3. COMPENSATION. The Company shall pay to you for the service to
be rendered hereunder compensation as set forth on Schedule 1 hereto. You shall
also be entitled to all rights and benefits for which you shall be eligible
under pension, group insurance, or other company benefits which may be in force
from time to time and provided to you or for the Company's employees generally.
The Company will reimburse you for all customary, ordinary and necessary
business expenses incurred by you in the performance of your duties hereunder in
accordance with Company policies and procedures.
4. STOCK GRANT.
4.1 In addition to the compensation set forth on Schedule
1, on the date of execution of this Agreement, the Company shall issue to you
350,000 shares of Common Stock of the Company, par value $.01 (the "Shares").
4.2 In the event your employment is terminated: (a) by
the Company with cause, as defined in Section 4.4 below, or (b) by you without
Good Reason, as defined in Section 2.5 hereof, the Company shall have the right,
at any time within thirty (30) days after the date your services cease, to
purchase (the "Purchase Option") from you and your personal representatives, as
the case may be, all or any part of the "Unvested Shares" (as hereinafter
defined), at a price of $.30 per share (the "Universal Share Purchase Price").
4.3 The term "Unvested Shares" shall mean 175,000 Shares
owned by you upon the issuance of the Shares pursuant to Section 4.1 less (i)
50,000 Shares on August 31, 1996, and (ii) 1/36 of such Shares for each and
every full month which has elapsed between September 1, 1996, and August 31,
1999.
4.4 For purposes of Section 4.2 hereof the term "cause"
shall include: (a) conviction of a felony (or a plea of guilty thereto) and (b)
material failure or inability to perform your agreements, duties or obligations
as an employee of the Company or under this Agreement, including, without
limitation your voluntary termination of employment other than for Good Reason.
4.5 The following additional terms shall apply:
(a) The Purchase Option shall be exercised by written
notice signed by an officer of the Company. The Unvested Share Purchase
Price shall be payable, at the option of the Company, in cancellation
of all or a portion of any outstanding indebtedness owed by you to the
Company or in cash (by check) or both.
(b) The Company may assign its rights under this
Section 4.
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(c) You may not sell or transfer any Unvested Shares, and
any purported sale or transfer shall be null and void.
(d) Subject to the other provisions of this Agreement,
you shall, during the term of this Agreement, exercise all rights and
privileges of a shareholder of the Company with respect to the Unvested
Shares.
(e) The Company will extend to you any tax opinion that
it receives regarding the fair market value of the Shares at the time
of grant.
5. THE ESCROW AGENT. As security for your faithful performance of
the terms of this Agreement and to insure that your Shares will be available for
delivery upon exercise of the Purchase Option as herein provided, you agree to
deliver to and deposit with counsel to the Company ("Escrow Agent"), as Escrow
Agent, four (4) Stock Assignments duly endorsed (with date and number of shares
blank) in the form attached hereto as Schedule 2, together with the certificate
or certificates evidencing the Unvested Shares on the date hereof. Said
documents are to be held by the Escrow Agent and delivered by said Escrow Agent
pursuant to the Joint Escrow Instructions of the Company and you as set forth in
Schedule 3 attached hereto.
6. OTHER ACTIVITIES DURING EMPLOYMENT.
6.1 Except with the prior written consent of the
Company's Board of Directors or as described on Exhibit A hereto, you will not
during the term of this Agreement undertake or engage in any other employment,
occupation or business enterprise other than one in which you are an inactive
investor. This provision shall not be deemed to preclude membership in
professional societies, lecturing or the acceptance of honorary positions, that
are in any case incidental to your employment by the Company and which are not
adverse or in conflict with the interests of the Company, its business or
prospects, financial or otherwise.
6.2 Except as permitted by Section 6.3, you will not
acquire, assume or participate in, directly or indirectly, any position,
investment or interest adverse or in conflict with the interests of the Company,
its business or prospects, financial or otherwise, or take any action towards
any of the foregoing.
6.3 During the term of your employment by the Company,
except on behalf of the Company or its subsidiaries, you will not, directly or
indirectly, whether as an officer, director, employee, stockholder, partner,
proprietor, associate, representative, or otherwise, become or be interested in
any other person, corporation, firm, partnership or other entity whatsoever
which directly competes with the Company, in any part of the world, in any line
of business engaged in (or which the Company has made plans to be engaged in) by
the Company; provided,
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however, that anything above to the contrary notwithstanding, you may own, as an
inactive investor, securities of any competitor corporation, so long as your
holdings in any one such corporation shall not in the aggregate constitute more
than one percent (1%) of the voting stock of such corporation.
7. EMPLOYEE INVENTION AND PROPRIETARY INFORMATION.
All material and information of the Company shall remain property of
the Company. You hereby irrevocably and unconditionally transfer and assign to
the Company, and the Company shall retain, all right, title and interest in
material and information, including software and all code and documentation
relating thereto, generated or provided to the Company by you, either jointly or
separately with the Company, whether heretofore or hereafter generated,
including all copyrightable works and patentable inventions. You agree not to
use (except for the benefit of the Company) or disclose, publish, release,
transfer, or otherwise make available to any third party, any proprietary or
non-public material or information of the Company including, without limitation,
any trade secret, non-public know-how or proprietary work created by the
Company, and you acknowledge that all such material and information constitute a
valuable asset of the Company. You agree not to remove any property from the
Company's premises without the express prior written consent of the Company.
This provision shall not be construed as restricting you from engaging
in other creative activities, such as the writing of a magazine article,
provided you otherwise honor the provisions of this Agreement.
In consideration for the Company agreeing to enter into this Agreement
with you, you agree to execute and deliver any additional proprietary
information agreement developed by the Company for execution by its officers
and/or employees during the six (6) month period from the date hereof.
8. RESTRICTIONS ON EMPLOYMENT ACTIVITIES.
Due to the special nature of the contribution, of you to the Company,
you agree that you shall not, as a current or former employee of the Company,
for a period of one (1) year from the date such employee status ends for any
reason, directly compete with the Company in the business of developing and/or
marketing of a client server banking package (the "Business"). Furthermore,
during this period of time you agree not to, directly or indirectly, engage in
any other business venture, as an employee, a proprietor or otherwise an
interested party, which directly competes with the Business, or develop or
market a competitive or like product or service to any product or service
offered by the Company in the Business and shall not, directly or indirectly,
take any action which directs from the Company any business opportunity within
the scope of the Business, or cause or influence any
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employee, client, supplier, agent, consultant or advisor of the Company to cease
or diminish such party's dealings with the Company. In the event that you
terminate your employment for other than Good Reason, as defined in Section 2.5
hereof, and, as a result, are not entitled to Severance Payments under Section
2.3 hereof, then you shall be bound by the terms of this Section 8 only for the
period of time (not to exceed one year from the date of such termination of
employment) during which the Company pays to you alternative severance pay at a
rate of $5,000 per month, less applicable taxes and other required withholdings
and any amount you may owe to the Company, payable on the first day of each
month commencing the first day of the month next following the date of
termination.
9. REMEDIES. Your duties under Sections 7 and 8 shall survive
termination of your employment with the Company. You acknowledge that a remedy
at law for any breach or threatened breach by you of the provisions of Sections
7 and 8 would be inadequate and you therefore agree that the Company shall be
entitled to injunctive relief in case of any such breach or threatened breach.
10. ASSIGNMENT. This Agreement and the rights and obligations of
the parties hereto shall bind and inure to the benefit of any successor or
successors of the Company by reorganization, merger or consolidation and any
assignee of all or substantially all of its business and properties, but, except
as to any such successor or assignee of the Company, neither this Agreement nor
any rights or benefits hereunder may be assigned by the Company or you.
11. INTERPRETATION. In case any one or more of the provisions
contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect the other provisions of this Agreement, and
this Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein. If moreover, any one or more of the
provisions contained in this Agreement shall for any reason be held to be
excessively broad as to duration, geographical scope, activity or subject, it
shall be construed by limiting and reducing it, so as to be enforceable to the
extent compatible with the applicable law as it shall then appear.
12. NOTICES. Any notice which the Company is required or may
desire to give to you shall be given to you by personal delivery or registered
or certified mail, return receipt requested, addressed to you at the address of
record with the Company, or at such other place as you may from time to time
designate in writing. Any notice which you are required or may desire to give to
the Company hereunder shall be given by personal delivery or by registered or
certified mail, return receipt requested, addressed to the Company at its
principal office, or at such other office as the Company may from time to time
designate in writing. The date of personal delivery or the dates of mailing any
such notice shall be deemed to be the date of delivery thereof.
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13. WAIVERS. If either party shall waive any breach of any
provision of this Agreement, he or it shall not thereby be deemed to have waived
any preceding or succeeding breach of the same or any other provision of this
Agreement.
14. HEADINGS. The headings of the sections hereof are inserted for
convenience only and shall not be deemed to constitute a part hereof nor to
affect the meaning hereof.
15. GOVERNING LAW. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of Connecticut.
16. COMPLETE AGREEMENT; AMENDMENTS; PRIOR AGREEMENTS. The
foregoing is the entire agreement of the parties with respect to the subject
matter hereof and may not be amended, supplemented, cancelled or discharged
except by written instrument executed by both parties hereto. This Agreement
supersedes any and all prior agreements between the Company and you with respect
to the matters covered hereby.
17. EMPLOYMENT AT WILL STATUS. Nothing contained in this Agreement
shall affect in any manner whatsoever the right or power of the Company, or a
parent or subsidiary of the Company, to terminate your employment, for any
reason, with or without cause.
18. LEGAL FEES. The Company shall pay reasonable legal fees
necessarily incurred by you in connection with the negotiation and execution of
this Agreement up to an amount of $3,000. Such legal fees shall be documented to
the reasonable satisfaction of the Company.
If you are in agreement with the forgoing, please so indicate by
signing and returning the enclosed copy of this letter.
OPEN SOLUTIONS, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Title: Chairman
Accepted and agreed:
/s/ Xxxxxxx Xxxxxxxx
-------------------------------
Xxxxxxx Xxxxxxxx
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EXHIBIT A
Describe other employment, occupations or business enterprises, in
accordance with paragraph 6.1 of the Agreement to which this Exhibit A is
attached.
[ ] None
[X] See Below
MANAGEMENT OF RENTAL REAL ESTATE
CONSULTING FOR SAVINGS BANK OF MANCHESTER
MEETINGS AS A DIRECTOR OF OUTSIDE COMPANIES
Very truly yours,
/s/ Xxxxxxx Xxxxxxxx
-----------------------------------
Xxxxxxx Xxxxxxxx
/s/ Xxxxxx Xxxxxx
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SCHEDULE 1
COMPENSATION
1. BASE SALARY. The Company shall pay to you for the services to be
rendered under this Agreement a base salary ("Base Salary") at an annual rate of
$120,000 during calendar year 1995. Effective January 1, 1996, your Base Salary
shall increase to an annual rate of $156,000.
2. COMPENSATION REVIEW. Your Base Salary shall be payable in installments
in conformity with the Company's prevailing practice for executives'
compensation as such practice shall be established or modified from time to
time, with such Base Salary to be reviewed annually by the Management Evaluation
Committee of the Board of Directors for years subsequent to calendar year 1996,
and set as deemed appropriate by the Board on a basis consistent with the
Company's prevailing salary review policy, provided, however, that your Base
Salary shall not be less than $156,000 annually subsequent to January 1, 1996.
3. BONUS.
(a) Prior to January 15, 1996, the Company shall pay to you a
$35,000 cash bonus. Such bonus shall be subject to mutually agreed upon
adjustment.
(b) During calendar year 1995, you will be eligible for a $30,000
cash bonus to be paid upon the closing of a financing in which gross proceeds
received by the Company are $3 million or more (the "Financing Bonus"). The
Financing Bonus shall not be increased in the event any such financing or
financings exceed $3 million. The Financing Bonus shall not be payable if the
gross proceeds received by the Company for the financing during calendar year
1995 are less than $3 million.
(c) Beginning on January 1, 1996, you will be eligible to
participate in the Company's Incentive Compensation Plan, as may be amended by
the Board from time to time, targeted at $50,000 annually.
4. VACATION. You shall be entitled to four (4) weeks of vacation per
calendar year of employment covered by the Agreement.
5. LIFE INSURANCE. The Company shall maintain a policy on your life with a
death benefit of at least $300,000, payable to a beneficiary to be named by you.
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SCHEDULE 2
STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED _______________ hereby sells, assigns and transfers
unto ________________, __________________ (_____) shares of Common Stock of OPEN
SOLUTIONS INC., a Delaware corporation, standing in the undersigned's name on
the books of said corporation represented by Certificate Nos. ____________ and
do hereby irrevocably constitute and appoint ____________ attorney to transfer
the said stock on the books of the said corporation with full power of
substitution in the premises.
Dated: ________________, 19__
Signature: ___________________
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SCHEDULE 3
JOINT ESCROW INSTRUCTIONS
_______________, 19___
Xxxxxxx & Xxxxxxx
Xxx Xxxxxxxx Xxx
Xxxxxxxx, XX 00000-0000
ATTN: Xxxxx X. Xxxxx
Dear Sirs:
As Escrow Agent for both Open Solutions Inc., a Delaware corporation,
(the "Company") and Xxxxxxx Xxxxxxxx ("Holder"), you are hereby authorized and
directed to hold the documents delivered to you pursuant to the terms of that
certain Key Employee Agreement ("Agreement"), dated as of _________________,
1995 to which a copy of these Joint Escrow Instructions is attached as Schedule
3, in accordance with the following instructions:
1. In the event the Company and/or any assignee of the Company
(referred to collectively for convenience herein as the "Purchaser") shall
exercise the Purchase Option set forth in the Agreement, the Purchase shall give
to Holder and you a written notice specifying the number of shares of stock to
be purchased, the purchase price, and the time for a closing thereunder at the
principal office of the Purchaser. Holder and the Purchaser hereby irrevocably
authorize and direct you to close the transaction contemplated by such notice in
accordance with the terms of said notice.
2. At the closing, you are directed (a) to date the stock assignments
necessary for the transfer in question, (b) to fill in the number of shares
being transferred, and (c) to deliver same, together with certificate evidencing
the shares of stock to be transferred, to the Company against the simultaneous
delivery to you of the purchase price (by check) for the number of shares of
stock being purchased pursuant to the exercise of the Purchase Option.
3. Holder irrevocable authorizes the Company to deposit with you any
certificates evidencing shares of stock to be held by you hereunder and any
additions and substitutions to said shares as referred to in the Agreement.
Holder does hereby irrevocably constitute and appoint you as his
attorney-in-fact and agent for the term of this escrow to execute with respect
to such securities all documents necessary or appropriate to make such
securities negotiable and complete any transaction herein
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contemplated, including but not limited to any appropriate filing with state
securities officials. Subject to the provisions of this paragraph 3, Holder
shall exercise all rights and privileges of a shareholder of the Company while
the stock is held by you.
4. This escrow shall terminate on September 30, 1999.
5. If at the time of termination of this escrow you should have
in your possession any documents, securities, or other property belonging to
Holder, you shall deliver all of same to Holder and shall be discharged of all
further obligations hereunder.
6. Your duties hereunder may be altered, amended, modified or
revoked only by a writing signed by all of the parties hereto.
7. You shall be obligated only for the performance of such duties
as are specifically set forth herein and may rely and shall be protected in
relying or refraining from acting on any instrument reasonably believed by you
to be genuine and to have been signed or presented by the proper party or
parties. You shall not be liable to any party by reason of any error of judgment
or for any act done or step taken or omitted by you or for any mistake of fact
or law, or for anything which you may do or refrain from doing in connection
herewith, unless caused by or arising from your own gross negligence or willful
misconduct.
8. You are hereby expressly authorized to disregard any and all
warnings given by either of the parties hereto or by any other person or
corporation, excepting only orders or process of courts of law, and are hereby
expressly authorized to comply with and obey orders, judgments or decrees of any
court, you shall not be liable to either of the parties hereto or to any other
person, firm or corporation by reason of such compliance, notwithstanding any
such order, judgment or decree being subsequently reversed, modified, annulled,
set aside, vacated or found to have been entered without jurisdiction.
9. You shall not be liable in any respect on account of the
identity, authorities or rights of the parties executing or delivering or
purporting to execute or deliver the Agreement or any documents or papers
deposited or called for hereunder.
10. You shall not be liable for the outlawing of any rights under
the Statute of Limitations with respect to these Joint Escrow Instructions on
any documents deposited with you.
11. Your responsibilities as Escrow Agent hereunder shall
terminate if you shall cease to be counsel to the Company or if you shall resign
by written notice to each party.
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In the event of any such termination, the Company shall appoint your successor
as counsel to the Company as successor Escrow Agent.
12. If you reasonably require other or further instruments in
connection with these Joint Escrow Instructions or obligations in respect
hereto, the necessary parties hereto shall join in furnishing such instruments.
13. It is understood and agreed that should any dispute arise with
respect to the delivery and/or ownership or right of possession of the
securities held by you hereunder, you are authorized and directed to retain in
your possession without liability to anyone all or any part of said securities
until such dispute shall have been settled either by mutual written agreement of
the parties concerned or by a final order, decree or judgment of a court of
competent jurisdiction after the time for appeal has expired and no appeal has
been perfected, but you shall be under no duty whatsoever to institute or defend
any such proceedings. At your option, you shall have the right in the event of
any claim against you arising out of this Agreement to deposit all of the
securities, funds and other documents held by you pursuant hereto in any court
and to institute an inter-pleader proceeding, whereupon you shall be relieved of
all liabilities and obligations hereunder.
14. Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon personal delivery or upon
deposit in the United States Post Office, by registered or certified mail with
postage and fees prepaid, addressed to each of the other parties thereunto
entitled at the following addresses, or at such other addresses as a party may
designate by ten (10) days' advance written notice to each of the other parties
hereto.
COMPANY: OPEN SOLUTIONS INC.
00 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000
HOLDER: To the address set forth in the Key Employee
Agreement or any other address for notices
pursuant thereto
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ESCROW AGENT: Xxxxxxx & Xxxxxxx
Xxx Xxxxxxxx Xxx
Xxxxxxxx, XX 00000-0000
Attn: Xxxxx X. Xxxxx, Esq.
(000) 000-0000
15. By signing these Joint Escrow Instructions, you become a party
hereto only for the purpose of said Joint Escrow Instructions; you do not become
a party to the Agreement.
16. You shall be entitled to employ such legal counsel and other
experts as you may deem necessary properly to advise you in connection with your
obligations hereunder; you may rely upon the advice of such counsel, and you may
pay such counsel reasonable compensation therefor. The Company will pay all fees
(at your standard hourly rates) and reasonable out-of-pocket expenses under
these Joint Escrow Instructions.
17. This instrument shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and permitted assigns.
Very truly yours,
OPEN SOLUTIONS INC.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
/s/ Xxxxxx X. Xxxxxx
Title: Chairman
HOLDER:
/s/ Xxxxxxx Xxxxxxxx
-------------------------------------
Xxxxxxx Xxxxxxxx
ESCROW AGENT
Xxxxxxx & Xxxxxxx
By:
-------------------------------------
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OPEN SOLUTIONS, INC.
AMENDMENT
TO
KEY EMPLOYEE AGREEMENT
THIS AMENDMENT to that certain Key Employee Agreement entered into by
and between Xxxxxxx Xxxxxxxx ("Employee") and Open Solutions, Inc., a Delaware
corporation (the "Company") on October 2, 1995 (the "Employment Agreement") is
made this 21st day of July, 1997.
In consideration of the mutual promises and agreements contained
herein, the parties agree as follows:
1. All terms not defined herein shall have the meanings ascribed
to them in the Employment Agreement.
2. Item 1 of Schedule 1 to the Employment Agreement is amended by
adding the following: "Effective January 1, 1997, your Base Salary shall
increase to an annual rate of $175,000."
3. New Item 1A is hereby added to Schedule 1 to the Employment
Agreement as follows:
1A. SUPPLEMENTAL COMPENSATION. The Company shall pay to you for
the services to be rendered under this Agreement supplemental
compensation ("Supplemental Compensation") of $40,000 in 1997 and
$60,000 in 1998.
4. Item 2 of Schedule 1 to the Employment Agreement is amended to
read in its entirety as follows:
2. COMPENSATION REVIEW. Your Base Salary shall be payable in
installments in conformity with the Company's prevailing practice for
executives' compensation as such practice shall be established or
modified from time to time, with such Base Salary to be reviewed
annually by the Management Evaluation Committee of the Board of
Directors for years subsequent to calendar year 1997, and set as deemed
appropriate by the Board on a basis consistent with the Company's
prevailing salary review policy; provided, however, that your Base
Salary shall not be less than $175,000 annually subsequent to January
1, 1997.
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5. Item 3 of Schedule 1 to the Employment Agreement is amended to
add the following new subsections (d) and (e):
(d) You will receive a bonus under the Company's Incentive
Compensation Plan of $50,000 upon achievement of performance at 100% of
targets, with a maximum of $75,000 for performance above targets.
(e) You are eligible to participate in the Company's Incentive
Compensation Plan Net Income Bonus.
6. New Item 6 is hereby added to Schedule 1 to the Employment
Agreement as follows:
6. PREPARATION OF TAX RETURNS. The Company's accountants shall
prepare, at Company expense, your federal and state personal income tax
returns that become due during the term of this Agreement.
7. Section 4.1 of the Employment Agreement is amended to
substitute "175,000 shares" for "350,000 shares."
8. Section 4.2 of the Employment Agreement is amended to read in
its entirety as follows:
In addition to the compensation set forth on Schedule 1, on
the date of execution of this Amendment, the Company shall issue to you
an Incentive Stock Option under the Company's 1994 Stock Option Plan to
purchase 175,000 shares of the Common Stock of the Company, par value
$.01 per share, at an exercise price of $.45 per share (the "Option").
The Option shall be subject to vesting as follows: (i) 84,722 shares
immediately and (ii) 1/26 of the remaining 90,278 shares for each and
every full month that has elapsed between July 1, 1997 and August 31,
1999.
9. Section 4.3 of the Employment Agreement is amended to read in
its entirety as follows:
In addition to the compensation set forth on Schedule 1, on
the date of execution of this Amendment, the Company shall issue to you
an Incentive Stock Option under the Company's 1994 Stock Option Plan to
purchase 20,000 shares of the Common Stock of the Company, par value
$.01 per share, at an exercise price of $.45 per share, subject to
vesting in accordance with the Company's customary vesting schedule.
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10. Sections 4.4, 4.5 and 5 of the Employment Agreement are
deleted in their entirety.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
amendment as of the date first written above.
OPEN SOLUTIONS, INC.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Xxxxxx X. Xxxxxx
Its: Chairman
/s/ Xxxxxxx Xxxxxxxx
----------------------------------
Xxxxxxx Xxxxxxxx
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