Amendment Number 1 to Change in Control Severance Agreement
Dated April 13, 2000
This Amendment No. 1 to the Change in Control Severance Agreement by
and between Printware, Inc., a Minnesota corporation with its principal
offices at St. Xxxx, Minnesota ("Printware") and Xxxxxx X. Xxxxx, Ph.D.,
residing at 00000 Xx. Xxxxx'x Xxxx, Xxxxxxxxxx, Xxxxxxxxx 00000 (the
"Executive"), dated as of April 25, 1996 (the "Agreement") is dated as of
April 13, 2000.
The parties hereto agree as follows:
1. All capitalized terms shall have the meaning ascribed to them in
the Agreement.
2. Paragraph 3 of the Agreement is amended to read as follows:
3. Termination Following Change in Control. If a Change in Control
occurs during the term of this Agreement, and if Executive's employment is
terminated during the 12 month period following the date of the Change in
Control (i) by Printware other than for Cause, Retirement, or Disability or
(ii) by Executive for Good Reason or (iii) by Executive for voluntary
resignation, then Executive shall be entitled to the benefits provided below:
(a) Printware shall pay Executive, through the Date of Termination,
the Executive's base salary as in effect at the time the Notice of
Termination is given and any other form or type of compensation and benefit
otherwise payable for such period;
(b) Printware shall pay Executive a severance payment (the "Severance
Payment") equal to 24 months of 125% the Executive's monthly base salary of
of the Date of Termination (base salary shall include any amounts contributed
by the Executive to any cash or deferred arrangement that qualifies under
Section 401(k) of the Code or any cafeteria plan under Section 125 of the
Code sponsored by Printware).
The Severance Payment shall be made in a single lump sum within 60 days
after the Date of Termination. The Severance Payment herein shall be in lieu
of any other cash severance benefits payable under any other policy, plan or
program of Printware.
(c) All nonvested options to purchase the capital stock of Printware
held by Executive on the Date of Termination shall immediately vest in full
and all restrictions on any restricted stock held by Executive shall
immediately lapse and Executive shall be entitled to exercise all rights and
to receive all benefits accruing to Executive under any and all Printware
stock purchase and stock option plans or programs, or any successor to any
such plans or programs, for a period of 90 days following the Date of
Termination, which shall be in addition to, and not reduced by, any other
amounts payable to Executive under this Section 3.
(d) Executive shall be entitled to receive all benefits payable to the
Executive under any of Printware's pension, life insurance, medical, health
and accident, disability, deferred compensation, or savings plans in which
Executive was participating immediately prior to the Change in Control, which
shall be in addition to, and not reduced by, any other amounts payable to
Executive under this Section 3.
(e) Executive shall not be required to mitigate the amount of any
payment provided for in this Section 3 by seeking other employment or
otherwise, nor shall the amount of any payment or benefit provided for in
this Section 3 be reduced by any compensation earned by Executive as the
result of employment by another employer or by any other amounts of
compensation or benefits payable by Printware after the Date of Termination,
or otherwise.
3. All other provisions of the Agreement remain in full force and
effect in accordance with the terms of the Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Amendment No. 1 to the Agreement, all as of the day and year first above
written.
PRINTWARE CORPORATION
/s/Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Secretary
XXXXXX X. XXXXX, Ph.D.
/s/Xxxxxx X. Xxxxx
