EXHIBIT 10.15
AMENDMENT TO CEO AGREEMENT
This Amendment to CEO Agreement is entered into by and between Sterling
Software, Inc., a Delaware corporation (the "Company"), and Xxxxxxxx X.
Xxxxxxxx, an individual ("Xxxxxxxx"), as of this 31st day of May, 1998.
WHEREAS, the Company and Xxxxxxxx are parties to that certain CEO Agreement
(the "CEO Agreement"), dated as of February 12, 1996.
WHEREAS, Section 7 of the CEO Agreement provides for an offer by the
Company to Xxxxxxxx of increased compensation for full employment by the Company
in the event Xxxxxxxx' employment at Sterling Commerce is terminated;
WHEREAS, Xxxxxxxx' employment at Sterling Commerce has been terminated on
the date hereof, and Xxxxxxxx has agreed with Sterling Commerce to enter into a
consulting arrangement with Sterling Commerce on the date hereof; and
WHEREAS, Xxxxxxxx and the Company agree that Xxxxxxxx' acceptance of the
consulting arrangement with Sterling Commerce will be in lieu of Xxxxxxxx
accepting the offer referred to under Section 7 of the CEO Agreement and that
the CEO Agreement should be amended in recognition of the foregoing to eliminate
Section 7 of the CEO Agreement and to eliminate the second sentence of Section 4
of the CEO Agreement;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the Company and Xxxxxxxx hereby agree that the CEO
Agreement is amended on the date hereof by striking out Section 7 thereof in its
entirety and by striking out the second sentence of Section 4 thereof in its
entirety.
STERLING SOFTWARE, INC.
By: /s/ Xxx X.XxXxxxxxx, Xx.
-----------------------------
Xxx X. XxXxxxxxx, Xx.
Senior Vice President and
General Counsel
/s/ Xxxxxxxx X. Xxxxxxxx
----------------------------------
Xxxxxxxx X. Xxxxxxxx
