Executive Employment Agreement [Amendment] - Epicor Software Corp. and Stuart W. Clifton
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
This Amendment to Executive Employment Agreement ("Amendment") is made
and entered into as of this 28th day of July, 1999 by and between Epicor
Software Corporation, formerly known as Platinum Software Corporation ("Epicor")
and Stuart W. Clifton ("Executive").
R E C I T A L S
A. Executive, Epicor and DataWorks Corporation, a subsidiary of Epicor
("DataWorks") entered into an Executive Employment Agreement effective as of
October 13, 1998 ("Employment Agreement").
B. Pursuant to the Employment Agreement, Executive is currently
employed as the Vice Chairman of Epicor and is a member of the Board of
Directors of Epicor.
C. Executive and Epicor mutually desire that Executive cease being
employed as Vice Chairman of Epicor and desire to amend the Employment Agreement
as provided herein.
NOW THEREFORE, in consideration of the above recitals, the mutual and
covenants and conditions contained below, Epicor and Executive agree as follows:
1. TERMINATION OF EMPLOYMENT STATUS. Epicor and Executive mutually
agree to terminate Executive's employment status as Vice Chairman of Epicor
effective July 31, 1999 ("Termination Date"). In connection with such
termination, Executive agrees to submit to Epicor a written resignation from the
Board of Directors effective as of the Termination Date. Following the
Termination Date Executive shall serve as a consultant to Epicor pursuant to the
terms of Section 5.6 of the Employment Agreement and the Consulting Period shall
be from the Termination Date until December 31, 2001.
2. IMPACT ON COMPENSATION AND BENEFITS.
(a) Salary. During the remainder of calendar year 1999 and through the
end of the Consulting Period, Executive shall receive the consulting fees
specified in Section 5.6 (c) of the Employment Agreement (namely, an annualized
rate of $450,000 per year, payable in installments on dates coinciding with
salary payments made to Epicor's other executives).
(b) Bonus. For calendar year 1999 (which is Epicor's fiscal year 1999),
Executive shall be eligible to receive a bonus as described on Exhibit A to the
Employment Agreement, if Epicor fulfills the revenue and net income targets
which are consistent with those used with respect to Epicor's other executive
officers. Epicor and Executive acknowledge that Epicor has changed its fiscal
year since the execution of the Employment Agreement and that the bonus plan
described on Exhibit A to the
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Employment Agreement shall be amended in the same manner as the bonus plans for
Epicor's other executive officers, including adjustments to the revenue and net
income targets. For Epicor's fiscal 2000 and 2001 (calendar years 2000 and 2001)
Epicor shall pay to Executive bonus consulting fees for each such fiscal year of
Epicor in accordance with Exhibit A of the Employment Agreement (namely,
Executive shall be entitled to the maximum amount of the "INCENTIVE at 100% of
Target" without consideration of whether projected revenue and net income
targets are actually met during the fiscal year).
(c) Health Benefits. During the Consulting Period Epicor shall pay,
pursuant to COBRA, or if COBRA coverage is not available, coverage that is COBRA
comparable, all costs (excluding ExecuCare) associated with the continuation of
coverage under Epicor's group health plans for the duration of the Consulting
Period. This coverage shall provide for the same terms under which Executive's,
Executive's spouse and Executive's dependents were covered immediately prior to
the Termination Date.
(d) Stock Options. The exercise period of all Epicor stock options
(inclusive of those options brought forward at the time of the Epicor/DataWorks
merger) held by Executive shall be extended to the extent necessary so that the
period ends ninety (90) days after the last day of the Consulting Period.
3. EFFECT ON AGREEMENT. Except as provided herein, the terms and
conditions of the Employment Agreement shall remain in full force and effect.
All terms not defined in this Amendment shall have the meanings given to them in
the Employment Agreement.
IN WITNESS WHEREOF, the undersigned parties have executed this
Amendment as of the dates indicated below.
Epicor Software Corporation
By:
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Stuart W. Clifton
Its:
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Date: Date:
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