EXHIBIT 4(b)(4)
AMENDMENT TO LETTER OF AGREEMENT
THIS AMENDMENT TO LETTER OF AGREEMENT (this "AMENDMENT"), is made as of
January 26, 2003 by and between Tecnomatix Technologies Ltd., a company duly
incorporated under the laws of the State of Israel, with offices located at 00
Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxx (the "COMPANY"), and Xxxx Xxxxx, an individual
residing at Be'xx Xxx Street, Ein Vered 00000, Xxxxxx (the "OFFICER") (each, a
"PARTY", together, the "Parties).
WITNESSETH:
WHEREAS, on January 16, 2001 the Company entered into a Letter of Agreement
(the "AGREEMENT") with the Officer regarding his terms of employment and
compensation as Executive Vice-President Industry Marketing of the Company; and
WHEREAS, pursuant to Section 6 of the Agreement the Company provided to the
Officer a loan (the "Loan") in the principal amount of U.S. $100,000 (hundred
thousand United States Dollar); and
WHEREAS, the Parties wish to amend the provisions of Section 6 of the
Agreement, subject to the terms and conditions of this Amendment;
NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth and other good and valuable consideration, the receipt of which are hereby
acknowledged, the Parties hereby agree as follows:
1. AMENDMENT OF SECTION 6
Section 6 of the Agreement shall be amended to read in its entirety as follows:
"At the Commencement Date (as defined in the Agreement) the Company shall
provide to you a loan (the "Loan") in an amount of NIS 418,330 (the
"Principal"). The Principal of the Loan shall be linked to the Israeli
Consumer Price Index and shall bear interest as of the Commencement Date at
the rate provided for, from time to time, pursuant to the Regulations
promulgated under the Israeli Tax Ordinance.
The forgiven Loan (as detailed below) may be subject to taxes, as required
by law, which any such taxes shall be under your sole liability.
The Loan (principal and accrued interest thereon) will be forgiven after 36
months of employment, PROVIDED, HOWEVER, that: (i) if you terminate your
employment at any time prior to the expiration of two years of the
Commencement Date, you will be required to repay to the Company the
Principal and any accrued interest thereon; (ii) if you terminate your
employment at any time after two years from the Commencement Date but prior
to the expiration of three years of the Commencement Date, you will be
required to repay to the Company third of the Principal and any accrued
interest thereon; and (iii) if the Company terminates your employment, for
reasons other than violation of a material obligation under the employment
agreement, during the periods specified in (i) or (ii) above, you will be
required to repay to the Company half of the amounts specified in (i) and
(ii) above, respectively, in which case, the Company shall bear all taxes
associated with the forgiven portions of the Loan.
The Company may deduct any amounts due under the Loan from any amounts owed
to you by the Company, including any salary, commission payments or expense
reimbursements. You will remain obligated to repay to the Company the
balance of any amount due under the Loan which was not repaid as
aforesaid."
2. Effective Date
This Amendment shall have a retroactive effect as of January 1, 2001.
3. No Change
All the other provisions, terms and conditions of the Agreement shall
remain the same.
IN WITNESS WHEREOF, the Parties have duly executed this Amendment hereto
and on the date first above written.
TECNOMATIX TECHNOLOGIES LTD.
By: /s/ Harel Beit-On /s/ Xxxx Xxxxx
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Name: Harel Beit-On XXXX XXXXX
Title: Chairman of the Board and
Chief Executive Officer
By: /s/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
Title: Chief Financial Officer and
Executive Vice-President
