Employment Agreement [Amendment] - CyberGuard Corp. and Mike Wittig
EMPLOYMENT AGREEMENT AMENDMENT
This Amendment, dated and effective as of December 13, 2000, is entered into by
and between CyberGuard Corporation ("Company") and Mike Wittig ("Employee").
WHEREAS, the Employee and Company are parties to an Employment Agreement dated
September 30, 1998 ("Agreement"); and
WHEREAS, the Employee and Company agree that it is in their mutual best
interests to amend the Agreement.
NOW THEREFORE, the Employee and Company agree to amend the Agreement as follows:
1. Paragraph 6 of the Agreement is hereby deleted in its entirety
and the following is substituted in its place:
"6. TERMINATION BY EMPLOYEE.
A. TERMINATION WITH GOOD REASON. Employee may terminate
this Agreement with Good Reason. "Good Reason" means:
(i) The Company materially breaches the
provisions of this Agreement
(except those set forth in
Paragraph 4a above.) and Employee
provides at least 15 days' prior
written notice to the Company of
the existence of such breach and
his intention to terminate this
Agreement (no such termination
shall be effective if such breach
is cured during such period); or
(ii) The Company fails to comply with
the provisions of Paragraph 4a or
to pay any amounts due under the
Management Bonus Program provisions
of Paragraph 4b for an
uninterrupted 10 day period; or
(iii) The Company requires Employee to
work in a non-supervisory or
non-management position; or
(iv) The Company decreases Employee's
compensation (salary or percentage
of bonus opportunity); or
(v) The Company materially reduces
Employee's welfare benefits,
including without limitation:
paid-time-off benefit ("PTO"); paid
legal and float holidays; medical,
dental and cancer insurance,
hospital indemnity, Flexible
Spending, Short- and Long-term
Disability insurance, Basic Group
Term Life/Accidental Death &
Dismemberment insurance,
Supplemental Life/AD&D insurance,
Spouse Life/Spouse AD&D insurance,
Dependent Life insurance, Vision
Plan, 401k plan, Employee
Assistance Program; education
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reimbursement program
(collectively, the "Benefits");
provided, however, that any change
in Benefits that is made by the
Company that applies to its
employees generally, shall not be
considered as giving rise to "Good
Reason"; or
(vi) The Employee is required, without
his prior written consent, to
relocate his office more than
seventy-five miles from the office
Employee currently reports to."
B. TERMINATION WITHOUT GOOD REASON. Employee may
terminate this Agreement without Good Reason on 30
days notice."
2. This Amendment shall supersede any provisions of the Agreement
to the extent that this Amendment conflicts with, modifies, or
amends any provision of the Agreement. In all other respects
the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Agreement as of the date above first written.
CYBERGUARD CORPORATION EMPLOYEE
By:
------------------------ ---------------------------
DAVID R. PROCTOR MIKE WITTIG
CHAIRMAN, CEO AND PRESIDENT
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