EXHIBIT 10.23
AMENDMENT NO. 2 TO
EMPLOYMENT AGREEMENT
DATE: February 28, 2003
PARTIES AND ADDRESSES:
CorVu Corporation
0000 Xxxx 00xx Xxxxxx, Xxxxx 000
Xxxxx, XX 00000 (the "Company")
Xxxxxx XxxXxxxxx
Xxxxx 0, 0 Xxxxx Xxxxx
Xxxxx Xxxxxx XXX 0000 XXXXXXXXX ("Executive")
RECITALS:
A. The Company is a Minnesota corporation engaged principally in the
business of developing, manufacturing and selling business software programs.
B. Executive is currently employed as the Company's Chairman, President
and Chief Executive Officer pursuant to an employment agreement effective as of
July 1, 1999, as amended effective as of January 1, 2001 (the "Agreement").
C. In consideration of the Company's business performance and to
provide further incentives to Executive, the Company and Executive desire to
amend the compensation provisions of the Agreement.
AGREEMENTS:
In consideration of the mutual promises and undertakings set forth
herein, the Company and Executive agree as follows:
1. Article 2.1(c) "Bonus Compensation" of the Agreement is deleted and
replaced by the following provision:
"(c) Bonus Compensation. In addition to the base
salary, Employer shall be eligible to receive bonus
compensation based on the Company's achievement of
certain pre-determined audited annual earnings before
income taxes ("EBT") for the Company's fiscal year
2003. The Compensation Committee of the Company's
board of directors has approved the following bonus
compensation criteria for such fiscal years:
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AUDITED EBT
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Up to $500,000 Twenty percent (20%) of EBT
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$500,001 to $1,500,000 Fifteen percent (15%) of EBT
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$1,500,001 to $3,500,000 Ten percent (10%) of EBT
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Over $3,500,000 Five percent (5%) of EBT
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Fifty percent (50%) of Executive's bonus compensation
pursuant to this subdivision, if any, will be paid to
Executive on a quarterly basis in one or more
installments, as cash allows, after the filing of the
unaudited financial statements for the completed
fiscal quarter as filed with the Securities and
Exchange Commission (SEC). The remainder of
Exeuctive's bonus compensation pursuant to this
subdivision, if any, will be paid to Executive in one
or more installments, as cash allows, after the
filing of the audited financial statements for the
completed fiscal year as filed with the SEC.
Executive's bonus compensation, if any, shall be
subject to withholding for income and FICA taxes and
any other proper deductions. Notwithstanding anything
to the contrary, the Company's payment of bonus
compensation to Executive in the event Executive does
not remain in Company's employ for the full then
current fiscal year shall be controlled by Paragraph
2.2 of this Agreement."
2. The parties agree that this Amendment to Employment Agreement shall be
retroactively effective as of July 1, 2002.
3. Except as amended herein, the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Employment Agreement effective as of July 1, 2002.
/s/ Xxxxxx X. XxxXxxxxx
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Xxxxxx X. XxxXxxxxx
CorVu Corporation
By: /s/ Xxxxx X. Xxxxxxx
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Its: Chief Financial Officer
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