12
SOFTECH, INC. AND SUBSIDIARIES
EXHIBIT 10(i)
ADDENDUM NUMBER 2 TO EMPLOYMENT AGREEMENT
Addendum Number 2 to Employment Agreement (the "Agreement") dated as
of January 1, 1994, between SOFTECH, INC., a Massachusetts corporation (the
"Company"), and Xxxxxx X. Xxxxxxxxx (the "Executive").
WHEREAS, the SofTech Board of Directors voted on June 22, 1995 to seek
alternatives aimed at enhancing shareholder value including, but not limited
to, the possible sale of all or part of the Company; and
WHEREAS, the Board of Directors desires to provide the Executive with
an incentive to carry out that objective as expeditiously as possible while
receiving the highest possible market price;
NOW, THEREFORE, the Company and the Executive agree to the following
Addendum to the Agreement:
1.) Section 6.4 of the Agreement is amended by the addition of the
following sentence:
Should Executive's employment be terminated without cause as a result
of the sale of the business or change in management control of the Company
then, notwithstanding the provisions of this Section 6.4 of the Agreement,
the Executive will be entitled to continued payment of his then current base
salary until the earlier of i) the expiration date of the Agreement or the
current extension term.
2.) ADDENDUM TO EMPLOYMENT AGREEMENT adopted at the December 16, 1994
meeting of the Board of Directors is amended by the addition of the
following sentence:
Should the Executive's employment be terminated as a result of the
sale of the business or change in control of the Company as provided in
Section 6.4 of the Agreement without cause prior to the payment of cash
bonuses of $226,215 which are due on each of December 31, 1995 and 1996,
then, notwithstanding the provisions of this Addendum, such cash bonus
payments shall be made to the Executive on each of those dates subject to
the provisions of this Addendum regarding the use of the payments to
purchase variable annuity contracts with distributions beginning January 1,
1999.
All other provisions of the Agreement as previously amended shall
remain in full force and effect.
13
The parties agree to the terms of this Addendum Number 2 to the
Agreement as specified above.
ATTEST: SOFTECH, INC.
_____________________________ ______________________________
Title: Title: Director and Member,
Compensation Committee
Witness: Executive:
_____________________________ ______________________________
Xxxxxx X. Xxxxxxxxx