EXHIBIT 10.44
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement and Release of Claims
("Agreement") is made by and between CRITICAL PATH, INC. (the "Company"), and
Xxxx X. Xxxxxxxx ("Executive") (collectively referred to herein as the
"Parties") and dated as of August 31, 2003 (the "Effective Date").
WHEREAS, Executive has been employed by the Company pursuant to a
signed Offer Letter dated April 8, 2002 ("Employment Agreement") under which he
was hired as EVP, Corporate Development;
WHEREAS, in February 2003, Executive was appointed Chief Financial
Officer and on August 1, 2003 Executive was appointed Chief Operating Officer;
WHEREAS, Executive is, at the request of the Company, relocating to
Dublin, Ireland; and
WHEREAS, in Executive and Company hereby agree to amend certain terms
and conditions of such Employment Agreement;
NOW THEREFORE, in consideration of the mutual promises made herein, the
Company and Executive hereby agree as follows:
1. Modification of Position. Executive is and shall be Chief Operating
Officer and Chief Financial Officer, shall report to the Chairman and Chief
Executive Officer (the "CEO") and shall serve on an at-will basis at the
pleasure of the CEO and the Company's Board of Directors.
2. Location of Employment. As of September 1, 2003, Executive shall
relocate to the Company's Dublin, Ireland offices. It is presently anticipated
that the Employee shall continue to work out of the Dublin, Ireland office until
no later than June 30, 2004.
3. Compensation. As of September 1, 2003, Executive's base salary shall be
$200,000.
4. Reimbursement of Expenses. Until the first to occur of (a) June 30,
2004 or (b) until (i) Executives employment is terminated and (ii) Executive
obtains other full time employment, the Company shall reimburse (or directly pay
to the vendor) for reasonable expenses as follows:
A. Housing Allowance not to exceed $217 per day, or $6,500 per
month.
B. Meals and Incidentals Allowance not to exceed $100 per day, or
$3,000 per month.
C. Health Insurance Coverage (through August 31, 2004) that may
be used in both Ireland and the US.
D. Qualifying moving expenses not to exceed $25,000 per move (up
to 2 moves, California to Ireland and Ireland to California).
E. Airline Tickets (2 sets of round trip airline tickets for 5
people between San Francisco, California and Dublin, Ireland),
5. Tax Equalization. Depending on the length of your stay in the host
country, and a combination of other factors, you may incur additional foreign
tax liabilities as a result of this international assignment. It is the
Company's intention to minimize your tax cost (within certain limitations) to an
amount approximately equal to what you would have paid had you not received
allowances for working overseas. To this end, the Company will use best efforts
to work with you and its tax advisors to achieve tax equalization for the tax
year the assignment begins through the end of the calendar year after your
assignment ends. Tax equalization is limited to income associated with your
international assignment. While an assignee is equalized on personal and salary
income, certain items, such as the tax on the gain of the sale of a home, will
not be included. Income tax on any income earned outside of the assignment will
be your responsibility.
6. Amendment of Employment Agreement. The following provisions shall be
added to Executive's Employment Agreement. All capitalized terms shall have the
meaning given to them in the Employment Agreement:
A. If, prior to a Change of Control, Executive's employment is terminated
by the Company other than for Cause), or if Executive resigns for Good Reason,
then the Company will provide Executive with salary continuation until the first
to occur of (i) nine (9) months following Executive's termination date, or (ii)
Executive obtains other regular employment; provided, however that to the extent
that such other employment is for a salary less than $270,000 per year ($22,500
per month), such salary continuation shall continue for the remainder such nine
(9) month period to the extent of the difference between $22,500 per month and
the salary from such other employment.
B. Notwithstanding anything set forth to the contrary in the Change of
Control Severance Agreement dated as of May 29, 2003 between the Company and
Executive (the "C of C Agreement"), it is understood and agreed that the
Executive's annual base salary referred to in Section 4(a)(1) of the C of C
Agreement shall be deemed to be $270,000 for purposes of such Section.
6. Governing Law. This Agreement shall be governed by the internal laws of
the State of California without reference to its conflict of laws rules.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date set forth on the first page of this Agreement.
Dated: As of August 31, 2003 By /s/ Xxxxxxx X. XxXxxxxxx, Xx.
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Name: Xxxxxxx X. XxXxxxxxx, Xx.
Title: Chairman and CEO
Dated: As of August 31, 2003 By /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx, Personally
