EXHIBIT 10.11 AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN
XXX X. XXXXX AND THE REGISTRANT
June 28, 2001
Xxx Xxxxx
CEO and President
ONTRACK Data International, Inc.
0000 Xxxxxxxxx Xxxx
Xxxx Xxxxxxx, XX 00000
Re: Amendment to Employment Letter of February 1, 2001
Dear Ben:
This letter agreement will confirm our mutual agreement and understanding of
your employment with Ontrack as of the above date, in conformity with
Compensation Committee recommendations approved by the Board at the June 27,
2001 Telephonic Board Meeting.
1. Effective today, you will hold the executive officer positions of Chief
Executive Officer and President, reporting to the Board.
2. You will continue to be eligible for any relevant executive incentive
compensation plan benefits approved by the Compensation Committee and/or the
Board.
3. Your existing base salary will remain the same at approximately $175,000 per
year.
4. Any one or more of the following which occurs without your consent and within
18 months of a Change in Control of Ontrack (as defined in the exhibit
attached), will entitle you to severance pay equaling twelve (12) times your
then-current monthly compensation, including normal Company health and other
benefits:
(A) A termination of your employment by Ontrack, its
subsidiaries or successors to Ontrack's business by merger or
otherwise;
(B) the assignment to you of any duties inconsistent with your
status or position with Ontrack, or a substantial diminution
in the nature or status of your responsibilities, in each case
from those immediately prior to the Change of Control; or
(C) a reduction in your annual compensation including, but not
limited to, base pay and short and long term incentive pay in
effect prior to the Change of Control.
Notwithstanding, any other provisions of this Letter Agreement, if you
(a) breach your fiduciary duties as an officer or employee, (b) willfully engage
in fraud or dishonesty which is demonstrably and materially injurious to the
Company or any of its subsidiaries, monetarily or otherwise, or (c) breach any
covenant not to compete, confidentiality obligation or other written contract
with the Company or any subsidiary of the Company, your rights to any benefits
otherwise payable due to a Change in Control under this subsection shall
immediately terminate and be null and void. This Section 4 shall survive the
termination of your employment with the Company occurring within 18 months of a
Change of Control of Ontrack in accordance with its terms. This Section 4 shall
be binding on any successor to 51% or more of the business or assets of Ontrack
and its subsidiaries, whether by purchase, merger or otherwise.
5. You are hereby granted 25,000 additional Ontrack non-statutory stock options
at the market price of $5.65, the closing market price as of June 27, 2001.
All other terms and conditions of the employment letter of February 1, 2001,
remain in full force and effect except to the extent specifically modified by
this letter agreement.
Sincerely,
Xxxx Xxxxxx
Chairman of the Board
Agreed: __________________________
Xxx Xxxxx
June 28, 2001
CHANGE IN CONTROL EXHIBIT TO LETTER AGREEMENT DATED JUNE 28, 2001
A "Change in Control" shall be deemed to have occurred if (i) there shall be
consummated (aa) any reorganization, consolidation or merger of the Company in
which the Company is not the continuing or surviving corporation or pursuant to
which shares of the Company's Common Stock would be converted into cash,
securities or other property, in either case other than a merger of the Company
in which the holders of the Company's Common Stock immediately prior to the
merger have the same proportionate ownership of common stock of the surviving
corporation immediately after the merger, or (bb) any sale, lease, exchange or
other transfer (in one transaction or a series of related transactions) of all,
or substantially all, of the assets of the Company, or (ii) any "person" (as
defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), shall become the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% or more of
the Company's outstanding Common Stock, or (iii) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the entire Board of Directors of the Company shall cease for any reason to
constitute at least one-half of the membership thereof unless the election, or
the nomination for election by the Company's shareholders, of each new director
was approved by a vote of at least one-half of the directors then still in
office who were directors at the beginning of the period.
