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Sample Business Contracts

Option Acceleration Agreement - MathSoft Inc. and James C. Randles

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                          OPTION ACCELERATION AGREEMENT
                          -----------------------------

     OPTION  ACCELERATION  AGREEMENT,  dated  as  of  September 15, 1997, by and
between  MathSoft,  Inc.  (the  "Company") and James C. Randles (the "Officer").

     WHEREAS,  the  Officer  has  made and is expected to continue to make major
contributions  to  the  Company;

     WHEREAS,  the  Company  desires  continuity  of  management;  and

     WHEREAS,  the  Officer  is  willing  to  continue to render services to the
Company  subject  to  the  conditions  set  forth  in  this  Agreement.

     NOW,  THEREFORE,  for  good  and  valuable  consideration,  the receipt and
sufficiency  of  which is hereby acknowledged, the Company and the Officer agree
as  follows:

     1.     CHANGE  OF  CONTROL.  Upon  a  Change in Control, the Company shall:
            -------------------

     (a)     Cause  50%  of  any unexercisable installments of any stock options
held  by  the  Officer  on the Change of Control that have not expired to become
exercisable  on the Change of Control; provided, however, that such acceleration
                                       --------  -------
of exercisability shall not occur to the extent that:  (i) the Change of Control
is  intended to be accounted for as a pooling of interests; and (ii) the Company
concludes,  after  consulting  with  its  independent  accountants,  that  such
acceleration  would  prevent  the  Change  of  Control  transaction  from  being
accounted  for  as a pooling of interests for financial accounting purposes; and

     (b)     Cause the period after a termination of employment within which any
option  may be exercised by the Officer in accordance with the provisions of the
relevant  option  agreement  and  option  plan  to be extended to twelve months;
provided,  however, that such extension of exercisability shall not occur to the
     ---   -------
extent  that:  (i)  the  Change  of Control is intended to be accounted for as a
pooling  of interests; and (ii) the Company concludes, after consulting with its
independent accountants, that such extension of exercisability would prevent the
Change of Control transaction from being accounted for as a pooling of interests
for  financial  accounting  purposes.

provided,  however,  that:  (i)  the  Company's obligation to provide any of the
--------   -------
amounts  and  benefits  set  forth  in  this  Section 1 shall be subject to, and
conditioned  upon,  the Officer's execution, on or before the Change of Control,
of  a  full  release of claims satisfactory to the Company releasing the Company
and  its  affiliates,  subsidiaries,  divisions, directors, employees and agents
from any claims arising from or related to the Officer's employment or severance
from  employment  with  the  Company,  including  any  claims  arising from this
Agreement, such release to be substantially in the form of Exhibit A hereto (the
                                                           ---------
"Release");  and (ii) notwithstanding any other provision of this Agreement, the
Company  shall  not  be obligated to provide any of the amounts and benefits set
forth in this Section 1 until any applicable period within which the Officer may
revoke  the  Release  has  expired.


<PAGE>
     2.     GENERAL.
            -------
     (a)     For  purposes of this Agreement, "Change of Control" shall mean the
closing  of:  (i)  a merger, consolidation, liquidation or reorganization of the
Company  into or with another Company or other legal person, after which merger,
consolidation,  liquidation  or  reorganization the capital stock of the Company
outstanding  prior  to  consummation of the transaction is not converted into or
exchanged  for or does not represent more than 50% of the aggregate voting power
of the surviving or resulting entity; (ii) the direct or indirect acquisition by
any  person (as the term "person" is used in Section 13(d)(3) or 14(d)(2) of the
Securities  Exchange  Act  of  1934,  as amended) of more than 50% of the voting
capital  stock  of  the  Company, in a single or series of related transactions;
(iii) the sale, exchange, or transfer of the business unit for which the Officer
principally  works;  or  (iv)  the  sale,  exchange,  or  transfer  of  all  or
substantially  all  of  the  Company's  assets  (other  than a sale, exchange or
transfer  to  one  or  more  entities  where  the  stockholders  of  the Company
immediately  before  such  sale,  exchange  or  transfer  retain,  directly  or
indirectly,  at  least a majority of the beneficial interest in the voting stock
of  the  entities  to  which  the  assets  were  transferred).

     (c)     Notwithstanding  anything to the contrary in this Agreement, if the
Company  determines  in  its sole discretion after consultation with its tax and
accounting advisors that the Officer is a Disqualified Individual (as defined in
Section  280G of the Internal Revenue Code of 1986, as amended (the "Code")) and
that  any  portion  of  any payment or distribution by the Company to or for the
benefit  of the Officer, whether paid or payable or distributed or distributable
pursuant  to  the terms of this Agreement or otherwise (a "Payment") would be an
Excess  Parachute  Payment  (as defined in Section 280G of the Code) but for the
application  of  this  sentence,  then the amount of all such Payments otherwise
payable  to  the  Officer  pursuant  to  this  Agreement shall be reduced to the
minimum  extent necessary (but in no event to less than zero) so that no portion
of  any  Payment,  as  so reduced, constitutes an Excess Parachute Payment.  For
purposes  of  this  reduction,  no  portion  of  any Payment shall be taken into
account  to  the  extent that such Payment, in the opinion of the Company, after
consultation  with  its  tax  and  accounting  advisors,  does  not constitute a
"parachute  payment"  within  the  meaning  of  Section  280G(b)(2) of the Code.

     (d)     Except  as  otherwise  provided  herein,  this  Agreement  shall be
binding  upon and inure to the benefit of the Company and any successor (whether
direct  or  indirect,  by  purchase,  merger,  consolidation,  reorganization or
otherwise)  of the Company; provided, however, that the Company shall obtain the
                            --------  -------
written  agreement  of  any  successor (whether direct or indirect, by purchase,
merger,  consolidation,  reorganization or otherwise) of the Company to be bound
by  the  provisions  of this Agreement as if such successor were the Company and
for  purposes  of  this  Agreement,  any  such successor of the Company shall be
deemed  to  be  the  "Company"  for  all  purposes.

     (e)     Nothing  in  this Agreement shall create any obligation on the part
of  the  Company  or any other person to continue the employment of the Officer.


<PAGE>
     (f)     Nothing herein shall affect the Officer's obligations under any key
employee,  non-competition, confidentiality, option or similar agreement between
the  Company and the Officer currently in effect or which may be entered into in
the  future.

     (g)     This  Agreement  shall  be  governed by and construed in accordance
with  the laws of the Commonwealth of Massachusetts.  This Agreement constitutes
the  entire Agreement between the Officer and the Company concerning the subject
matter  hereof  and  supersedes  any  prior  negotiations,  understandings  or
agreements  concerning  the  subject matter hereof, whether oral or written, and
may be amended or rescinded only upon the written consent of the Company and the
Officer.  The  invalidity or unenforceability of any provision of this Agreement
shall not affect the other provisions of this Agreement and this Agreement shall
be  construed  and reformed to the fullest extent possible.  The Officer may not
assign any of his/her rights or obligations under this Agreement; the rights and
obligations  of  the Company under this Agreement shall inure to the benefit of,
and  shall  be  binding  upon,  the successors and assigns of the Company.  This
Agreement  may  be  executed  in  any number of counterparts, all of which taken
together  shall  constitute  one  and  the  same  instrument.


<PAGE>
     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
executed  as  of  the  date  first  written  above.

                                              The  Company:
                                              ------------

                                              MATHSOFT,  INC.

                                              By:

                                              Name:  Robert  P.  Orlando

                                              Title:V.P.  Finance&Admin/CFO


                                              The  Officer:
                                              ------------

                                              Signature:

                                              Printed  Name:James  C.  Randles


<PAGE>
                                                                       EXHIBIT A
                                                                       ---------

                                AGREEMENT/WAIVER
                                ----------------


     It is hereby agreed by and between ____________________ (the "Officer") and
MathSoft, Inc. (the "Company"), for good and sufficient consideration more fully
described  below,  that:

     1.     Consideration.  The  Company  will  provide  the  Officer  with  the
            -------------
amounts and benefits described in Section 1 of the Option Acceleration Agreement
entered  into  by  the  Company  and  the  Officer, dated ___________, 1997 (the
"Acceleration  Agreement"),  subject  to  the  terms  and  conditions  of  such
Acceleration  Agreement.  The  Officer  understands  that  all such benefits are
conditioned  upon  the  Officer  signing  this  Agreement.

     2.     Settlement  of Amounts Due the Officer.  The Officer agrees that the
            --------------------------------------
benefits  set  forth  above  in  Section 1, together with any amounts previously
provided  to  the  Officer  by  the Company, shall be complete and unconditional
payment, settlement, satisfaction and accord with respect to all obligations and
liabilities  of the Company and any of its affiliated companies (including their
respective  successors,  assigns,  shareholders,  officers, directors, employees
and/or  agents)  to the Officer, and all claims, causes of action and damages by
the  Officer  against  the  Company  and/or any such other parties regarding the
Officer's  employment  with  and  termination  from employment with the Company,
including,  without  limitation,  all  claims  for  back  wages,  salary, draws,
commissions, bonuses, vacation pay, equity compensation, expenses, compensation,
severance  pay,  attorney's  fees,  compensatory  damages, exemplary damages, or
other  costs  or  sums.

     3.     Release.
            -------

     (a)     In exchange for the amounts and benefits described in Section 1 and
other  good and valuable consideration, receipt of which is hereby acknowledged,
the Officer and his/her representatives, agents, estate, successors and assigns,
absolutely and unconditionally hereby release and forever discharge the Company,
its  affiliated  companies  and/or  their  successors,  assigns,  directors,
shareholders,  officers, employees and/or agents, both individually and in their
official  capacities,  (the  "Releasees"), from any and all actions or causes of
action, suits, claims, complaints, contracts, liabilities, agreements, promises,
debts and damages, whether existing or contingent, known or unknown, which arise
out  of  the  Officer's  employment with or termination from employment with the
Company.  This  release is intended by the Officer to be all encompassing and to
act  as  a full and total release of any claims that the Officer may have or has
had  against the Releasees, including, but not limited to, any federal, state or
local  law  or  regulation  dealing  with  either  employment  or  employment
discrimination  such  as  those laws or regulations concerning discrimination on
the  basis  of  age,  race,  color,  religion,  creed,  sex, sexual orientation,
national  origin,  ancestry,  marital status, physical or mental disability, any
veteran  status or any military service or application for any military service;
any  contract,  whether  oral  or  written,  express  or implied; or common law.

     (b)     The  Officer agrees not only to release and discharge the Releasees
from  any  and all claims as stated above that the Officer could make on his/her
own  behalf or on behalf of others, but also those claims which might be made by
any  other  person  or  organization  on  behalf of the Officer, and the Officer
specifically waives any right to become, and promises not to become, a member of
any  class  in  a case in which a claim or claims against the Releasees are made
involving  any  matters  which  arise  out  of  the Officer's employment with or
termination  from  employment with the Company.  Nothing in this Agreement is to
be  construed  as  an  admission  by  the Releasees of any liability or unlawful
conduct  whatsoever.

     4.     Waiver  of  Rights  and  Claims  Under  the  Age  Discrimination and
            --------------------------------------------------------------------
Employment  Act  of 1967.  [Only applicable if the Officer is 40 years of age or
       -----------------
older  at  the  time  of  termination  of  employment.]

     (a)     The  Officer has been informed that since he/she is 40 years of age
or  older,  he/she has or might have specific rights and/or claims under the Age
Discrimination  and  Employment  Act  of 1967.  In consideration for the amounts
described  in  Section  1  hereof,  the  Officer specifically waives such rights
and/or  claims  to  the extent that such rights and/or claims arose prior to the
date  this  Agreement  was  executed.

     (b)     The  Officer was advised by the Company of his/her right to consult
with  an  attorney  prior  to  executing  this  Agreement.

     (c)     The  Officer  was  further advised when he/she was presented by the
Company  with the original draft of this Agreement on _______, 199_, that he/she
had  at  least 21 days within which to consider its terms and to consult with or
seek  advice from an attorney or any other person of his/her choosing, until the
close  of  business  on  __________,  199_.

     5.     Confidentiality.  The  Officer  agrees  he/she  shall not divulge or
            ---------------
publish,  directly  or  indirectly,  any  information  whatsoever  regarding the
substance,  terms  or  existence of the Acceleration Agreement or this Agreement
and/or any discussions or negotiations relating to the Acceleration Agreement or
this Agreement to any person or organization, except to his/her immediate family
members,  counsel  or  accountant, and unless required under law or court order.

     6.     Representations  and  Governing  Law.
            ------------------------------------

     (a)     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 the [list key employee, non competition,
option  or  confidentiality agreements] entered into by the Company and Officer,
and  the  Acceleration  Agreement,  which remain in full force and effect.  This
Agreement  may not be modified, altered or rescinded except upon written consent
of the Company and Officer.  The invalidity or unenforceability of any provision
of  this  Agreement shall not affect the other provisions of this Agreement, but
this  Agreement  shall  be revised, construed and reformed to the fullest extent
possible  to effectuate the purposes of this Agreement.  This Agreement shall be
binding  upon  and inure to the benefit of the Company and the Officer and their
respective  heirs,  successors  and assigns.  The parties agree that the Company
will not have an adequate remedy if the Officer fails to comply with Sections 3,
4,  and 5 hereof and that damages will not be readily ascertainable, and that in
the  event  of such failure, the Officer shall not oppose any application by the
Company  requiring a decree of specific performance or an injunction enjoining a
breach  of  this  Agreement.  If the Officer breaches any of his/her obligations
hereunder,  he/she  shall  forfeit  all right to payments pursuant to Section 1.

     (b)     This  Agreement  shall  be  governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts, without giving effect to the
principles  of  conflicts  of  law  thereof.

     (c)     The  Officer  represents  that  he/she  has  read  the  foregoing
Agreement,  fully understands the terms and conditions of such Agreement, and is
voluntarily  executing  the  same.  In entering into this Agreement, the Officer
does  not  rely  on  any  representation,  promise  or  inducement  made  by the
Releasees,  with  the exception of the consideration described in this document.

     7.     Effective  Date.  [Only applicable if the Officer is 40 years of age
            ---------------
or older at the time of termination of employment.]  The Officer may revoke this
Agreement  during  the  period  of seven (7) days following its execution by the
Officer, and this Agreement shall not become effective or enforceable until this
revocation  period  has  expired.


<PAGE>
                                              The  Company:
                                              ------------

                                              MATHSOFT,  INC.

                                              By:______________________________

                                              Name:____________________________

                                              Title:___________________________

                                              Date:____________________________


                                              The  Officer:
                                              ------------

                                              Signature:_______________________

                                              Printed  Name:___________________

                                              Date:____________________________