EXHIBIT 10.4
April 13, 2000
Xxxxxxx X. Xxxxxx
00 Xxxxxxxx Xxxx
Xxxxxxx, Xxxxxxxxxxx 00000-0000
Dear Xxxxx:
This amended and restated letter agreement ("Agreement"), effective the 13/th/
day of April, 2000, is by and between you and Inso Corporation ("Inso"), and
supersedes and replaces the letter agreement by and between you and Inso dated
February 15, 2000.
For good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, you and Inso agree as follows:
In order to focus and reward your efforts relative to the ongoing management of
Inso, Inso agrees to pay you, upon consummation of a transaction in which a
Change of Control of Inso or a sale of Inso's Information Exchange Division
(IED) occurs, a one-time cash bonus of $150,000 (the "Transaction
Compensation"), provided that you are employed as either the Chairman or CEO of
Inso at the time of the execution of a definitive agreement of a transaction
which will result in a Change of Control of Inso or a sale of IED. The
Transaction Compensation is in addition to, and not in lieu of, any compensation
or benefits to which you are entitled under the Employment Agreement, effective
the 1st day of April, 1999, by and between you and Inso (the "Employment
Agreement"), which is hereby ratified and confirmed.
For purposes of this Agreement, a "Change of Control of Inso" shall have the
following meaning: (1) the stockholders of Inso approve a merger or
consolidation of Inso with any other corporation or other legal entity, other
than (A) a merger or consolidation which would result in the voting securities
of Inso outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than 50% of the combined voting power of the voting
securities of Inso or such surviving entity outstanding immediately after such
merger or consolidation or (B) a merger or consolidation effected to implement a
recapitalization of Inso (or similar transaction) in which no person (as
hereinabove defined), other than a person holding more than 50% of the combined
voting power of Inso's then outstanding securities immediately prior to such
recapitalization, acquires more than 50% of the combined voting power of Inso's
then outstanding securities; or (2) the stockholders of Inso approve an
agreement for the sale or disposition by Inso of all or substantially all of
Inso's assets.
This Agreement shall be governed by and construed in accordance with the laws of
the Commonwealth of Massachusetts, without regard to conflict of laws
principles, and shall be deemed to be performed in Massachusetts. This
Agreement may not be altered,
Exhibit 10.4
modified or amended except by a written instrument signed by you and an
authorized representative of Inso.
Please countersign both copies of this letter agreement where indicated below,
and return one fully executed copy to me.
Sincerely,
Inso Corporation
/s/ Xxxxxxxx Xxxxxx
Xxxxxxxx Xxxxxx
Vice President
ACCEPTED AND AGREED:
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
