Exhibit 10.32
AMENDMENT TO
EMPLOYMENT AGREEMENT
This Amendment ("Amendment") is entered into as of November 4,
1998 by and between Computron Software, Inc., a Delaware corporation (the
"Company"), and Xxxx X. Xxxx ("Executive").
W I T N E S S E T H
WHEREAS, the parties have previously entered into an
Employment Agreement dated as of February 1, 1997 (the "Employment Agreement");
and
WHEREAS, the parties desire to clarify the compensation
arrangements for renewal terms of the Employment Agreement.
NOW, THEREFORE, in consideration of the continued employment
of Executive by the Company, the Company and Executive agree as follows:
1. Section 4 of the Employment Agreement ("Compensation and
Benefits") is hereby modified to provide that, in any renewal term of the
Employment Agreement (as contemplated in Section 1 ("Term of the Agreement")
therein), the compensation and benefits granted the Executive may be increased
over that provided to the Executive in the immediately preceding term by action
of the Board of Directors of the Company or of the Compensation Committee
thereof.
2. Except as otherwise provided herein, the Employment
Agreement shall remain in full force and effect in accordance with its terms and
conditions.
IN WITNESS WHEREOF, the parties have executed this Amendment
as of the date set forth above.
COMPUTRON SOFTWARE, INC. EXECUTIVE:
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By: Xxxxxxx X. Xxxxxxxxx Xxxx X. Xxxx
Title: EVP & CFO