EXHIBIT 10.13
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This First Amendment to that certain Employment Agreement dated as of April 21,
2005 (the "First Amendment") is made as of the February 17, 2006 (the "Effective
Date") by and between Open Solutions Inc. ("OSI") and Xxxxx Xxxxxxxxx, Xx.
("Xxxxxxxxx").
W I T N E S S E T H:
WHEREAS, OSI and Xxxxxxxxx are parties to that certain Employment Agreement
dated as of April 21, 2005 (the "Agreement"); and
WHEREAS, OSI and Xxxxxxxxx wish to amend the Agreement as set forth below;
NOW, THEREFORE, in consideration of the mutual covenants herein contained and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, IT IS AGREED as follows:
1. OSI and Xxxxxxxxx hereby agree to replace (y) of Section 2.3 with the
following:
"(y) full vesting of any stock options and restricted stock previously
granted to you, and"
2. OSI and Client hereby agree to replace Section 2.4 of the Agreement
with the following:
"For purposes of this Agreement, the term a "Change in Control" shall
mean and be deemed to have occurred if (i) any "person" (as such term
is used in Section 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended), other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or a
corporation owned directly or indirectly by the stockholders of the
Company in substantially the same proportions as their ownership of
stock of the Company, is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under said Act), directly or indirectly, of securities of
the Company representing 35% or more of the total voting power
represented by the Company's then outstanding voting securities, or
(ii) during any period of 12 consecutive months, individuals who at the
beginning of such period constitute the Board of Directors of the
Company and any new director whose election by the Board of Directors
or nomination for election by the Company's stockholders was approved
by a vote of at least two-thirds (2/3) of the directors then still in
office who either were directors at the beginning of the period or
whose election or nomination for election was previously so approved,
cease for any reason to constitute a majority thereof, or (iii) the
stockholders of the Company approve a merger or consolidation of the
Company with any other corporation or entity, other than a merger or
consolidation that would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities
of the surviving entity) at least 80% of the total voting power
represented by the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation, or
the stockholders of the Company approve a plan of complete liquidation
of the Company or an agreement for the sale or disposition by the
Company, in one transaction or a series of transactions, of all or
substantially all the Company's assets."
3. Except as otherwise set forth herein, all terms and provisions
contained in the Agreement shall remain in full force and effect.
4. The Agreement, as hereby amended, shall be binding upon the parties
hereto, their permitted successors and assigns.
IN WITNESS WHEREOF, the parties have executed this amendment effective as of the
Effective Date.
XXXXX XXXXXXXXX, XX. OPEN SOLUTIONS INC.
By /s/ Xxxxx Xxxxxxxxx, Xx. By /s/ Xxxxxx X. XxXxx
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Xxxxxx X. XxXxx
Chairman, Compensation Committee
Date: as of February 17, 2006 Date: February 17, 2006
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