Exhibit 10.10
AMENDED AND RESTATED AGREEMENT
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Amended and Restated Agreement made as of this 23/rd/ day of June, 1997,
between Workgroup Technology Corporation (the "Company") and Xxxxx Xxxxxx ("Xx.
Xxxxxx").
WHEREAS, The parties hereto are parties to a certain agreement dated
February 28, 1997, which is hereby amended and restated in its entirety;
WHEREAS, Xx. Xxxxxx is currently an employee of the Company in the
position of Chief Executive Officer;
WHEREAS, in the event the Company hires a new Chief Executive Officer,
the Company desires to retain the services of Xx. Xxxxxx through a Transition
Period (as defined below);
WHEREAS, Xx. Xxxxxx desires to provide such transition services in the
position of Chairman of the Board; and
WHEREAS, the parties hereto wish to memorialize terms relating to:
(i) Xx. Xxxxxx'x xxxxxxxxx benefits; and (ii) certain obligations of Xx. Xxxxxx.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and obligations herein contained, and for other good and valuable
consideration, the receipt of which are hereby acknowledged, the parties agree
as follows:
1. Transition Period. In exchange for the severance benefits set
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forth in Section 2 below, Xx. Xxxxxx hereby agrees to remain an employee of the
Company for a period of six (6) months, commencing on the date the Company hires
a new Chief Executive Officer (the "Transition Period").
2. Severance. In exchange for Xx. Xxxxxx'x continued service during
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the Transition Period, and subject to the conditions set forth in Section 3
below and to the termination and modification conditions set forth in Section 4
below, the Company agrees:
(a) To provide Xx. Xxxxxx with salary continuation for the period of
twelve (12) months following the termination of Xx. Xxxxxx'x employment, at Xx.
Xxxxxx'x then-current base salary rate. Such salary continuation will be paid
in accordance with the Company's then-current payroll practices, with the first
payment to be made on the first regularly scheduled payday on or immediately
following the date Xx. Xxxxxx'x employment terminates with the Company. Such
salary continuation payments shall be subject to applicable federal, state
and/or local withholding, payroll and other taxes; and
(b) To provide Xx. Xxxxxx with a pro-rata portion of any applicable
quarterly or annual bonus for the quarter or year in which Xx. Xxxxxx'x
employment is terminated, that he would have received if his employment had not
been terminated. Such bonus shall be payable in a lump sum payment at such time
as the Company makes payments to other participants. Such bonus shall be
subject to applicable federal, state and/or local withholding, payroll and other
taxes;
(c) In the event that Xx. Xxxxxx elects the continuation of coverage
of the Company's health plans under Consolidated Budget Reconciliation Act of
1985 ("COBRA"), the Company agrees to pay COBRA payments equivalent to the
contribution it makes to the health insurance payments of other employees,
during the twelve (12) month salary continuation period stated in paragraph 2(a)
above. Thereafter, the Company will no longer be obligated to pay contributions
as above described and health plan coverage shall be continued only to the
extent required by COBRA and only to the extent Xx. Xxxxxx timely pays the
amount required for such continuation of health plan coverage.
In the event that Xx. Xxxxxx accepts any employment during the twelve
(12) month salary continuation period which provides health benefits, the
Company's obligations to Xx. Xxxxxx to make the COBRA payments provided in this
paragraph shall cease upon the acceptance of such alternative employment;
(d) In the event that Xx. Xxxxxx obtains short-term and/or long-term
disability insurance, the Company will pay to Xx. Xxxxxx during the twelve (12)
month salary continuation period, an amount equal to the then-current premiums
paid by the Company for such insurance during Xx. Xxxxxx'x employment.
In the event that Xx. Xxxxxx accepts any employment during the twelve
(12) month salary continuation period which provides short-term and/or long-term
disability insurance, the Company's obligations to Xx. Xxxxxx to make the
payments provided in this paragraph shall cease upon the acceptance of such
alternative employment; and
(e) To amend, on the date Xx. Xxxxxx'x employment terminates with the
Company, the Stock Option Agreements between Xx. Xxxxxx and the Company dated
October 5, 1995, January 26, 1996 and April 29, 1996 (the "Stock Option
Agreements") to modify the vesting schedule set forth therein to provide the
vesting of fifty (50) percent of the then-unvested shares of stock subject to
the Stock Option Agreements will be accelerated and immediately exercisable.
The current vesting schedule for Xx. Xxxxxx is attached hereto as Exhibit A.
Other than as set forth herein, the Stock Option Agreements will remain in full
force and effect in accordance with their terms.
3. Conditions To Severance. The severance benefits set forth in
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Section 2 of this Agreement are payable only if: (i) the Company terminates Xx.
Xxxxxx'x employment without "Cause," as defined below, either during the
Transition Period or at any time following the Transition Period; or (ii) Xx.
Xxxxxx voluntarily terminates his employment
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after the Transition Period. If Xx. Xxxxxx voluntarily terminates his employment
prior to or during the Transition Period or the Company terminates Xx. Xxxxxx'x
employment for any reason prior to the Transition Period, or at any time
thereafter for "Cause," Xx. Xxxxxx shall not receive any of the severance
benefits described in Section 2.
4. Termination of Agreement. This Agreement shall be effective as of
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the date first written above and shall continue in full force and effect for a
maximum of eighteen (18) months following the termination of the Transition
Period, provided however, that after the sixth month following the termination
of the Transition Period, the severance benefits described in Section 2 will be
reduced by one month for each full month that Xx. Xxxxxx is employed by the
Company. After eighteen (18) months following the termination of the Transition
Period, the severance benefits described in Section 2 will be reduced to zero
and this Agreement shall immediately terminate and be of no further force and
effect.
5. Definitions and Additional Provisions.
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(a) "Cause" shall mean, and be limited to, (1) dishonesty, (2) willful
misconduct in the performance of Xx. Xxxxxx'x duties, (3) breach of the terms of
any confidentiality, non-competition or developments agreement in favor of the
Company, or (4) the commission by Xx. Xxxxxx of a felony.
(b) Nothing in this Agreement shall create any obligation on the part of
the Company or any other person or entity to continue the employment of Xx.
Xxxxxx.
(c) Other than the severance benefits set forth in Section 2 above,
Xx. Xxxxxx acknowledges that he shall not be entitled to any other salary
continuation, severance or other termination benefits in the event of his
cessation of employment with the Company.
(d) This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.
(e) This Agreement represents the complete and sole understanding
between the parties, supersedes any and all other agreements and understandings,
whether oral or written, except for (i) the Noncompetition, Nonsolicitation and
Nondisclosure Agreement executed by Xx. Xxxxxx in connection with his employment
and (ii) the Stock Option Agreements as such Agreements may be modified hereby.
(f) This Agreement may not be modified, altered or rescinded except upon
written consent of the Company and Xx. Xxxxxx. This Agreement shall be binding
upon and inure to the benefit of the Company and Xx. Xxxxxx and their respective
heirs, successors and assigns.
IN WITNESS WHEREOF, the undersigned have each executed this Agreement as
an instrument under seal as of the date set forth above.
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XXXXX XXXXXX
WORKGROUP TECHNOLOGY CORPORATION, By:
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Xxxxxxx X. Xxxx Xxxxxx X. Xxxxxxxx
Director Director
352DMM8675/1.376260.1
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EXHIBIT A
Optionee Statement
Workgroup Technology Corp.
Exercisable as of 6/23/1997
Xxxxx X. Xxxxxx
Xxxxx Xxxxx Type Granted Outstanding Price Expiration Vested
Date
10/5/1995 Incentive Stock 66,666.00 66,666.00 $ 0.30 10/ 5/2005 19,999.00
10/5/1995 Incentive Stock 8,333.00 8,333.00 $ 0.30 10/ 5/2005 2,499.00
10/5/1995 Incentive Stock 8,333.00 8,333.00 $ 0.30 10/ 5/2005 2,499.00
1/26/1996 Incentive Stock 8,333.00 8,333.00 $ 8.50 1/26/2006 2,083.00
4/29/1996 Incentive Stock 8,333.00 8,333.00 $25.75 4/29/2006 1,666.00
Totals 99,998.00 99,998.00 28,746.00
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