ADDENDUM NO. 1
TO
EMPLOYMENT AGREEMENT
This Addendum is effective April ___, 1997, and is hereby made a part of and
incorporated into the Employment Agreement by and between Policy Management
Systems Corporation ("Employer") and, ("Employee") dated November 7, 1996 (the
"Agreement"). In the event that any provision of this Addendum and any
provision of the Agreement is inconsistent or conflicting, the inconsistent or
conflicting provision of this Addendum shall be and constitute an amendment of
the Agreement and shall control, but only to the extent that such provision is
inconsistent or conflicting with the Agreement.
Employer and Employee hereby agree to amend the above referenced Agreement as
follows:
WHEREAS, Employer and Employee entered the Agreement on November 7, 1996 to
provide Employee, among other benefits, certain benefits in the event of a
change in control of Employer;
WHEREAS, Employer and Employee had prior to November 7, 1996 entered into one
or more agreements relating to stock options which also provided Employee
certain rights in the event of a change in control of Employer; and
WHEREAS, Employer and Employee now seek to clarify that the change in control
provisions in the stock option agreement(s) will continue to control the
rights relating to the stock options granted in the event of a change in
control of Employer.
IT IS THEREFORE AGREED AS FOLLOWS:
1. Section 14 of the Agreement is deleted in its entirety and replaced
with the following Section 14:
14. OPTION AGREEMENT AMENDMENTS.
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(i) Notwithstanding the provisions of Section 16 of this Agreement, the
provisions in Section 3C Additional Compensation of any Stock
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Option/Non-Compete Agreement between the Employer and Employee which pre-date
this Agreement are deleted in their entirety and are superseded in full by
this Agreement.
(ii) Notwithstanding the provisions of Section 16 of this Agreement, the
provisions in any stock option agreement between Employer and Employee shall
continue to govern the rights of Employee with respect to those stock options
in the event of a "change in control" as that term is defined in the relevant
stock option agreement and this Agreement shall have no force or effect with
respect to such stock options.
2. Employer and Employee specifically agree that the parties intend for
the terms and conditions of Section 14 set forth above to be deemed to be in
force as of November 7, 1996, that is, as though the terms and conditions
written above had been in the Agreement on November 7, 1996.
EMPLOYER EMPLOYEE
POLICY MANAGEMENT SYSTEMS CORPORATION
By: By:
(Authorized Signature) (Authorized Signature)
(in non-black ink, please) (in non-black ink, please)
(Name) (Name)
(Title) (Title)
(Execution Date) (Execution Date)
