EXHIBIT 10.1
AMENDED AND RESTATED AGREEMENT
This Amended and Restated
Agreement is entered into as of this 10th day of February, 2000 between
Parametric Technology Corporation, a Massachusetts corporation (the
"Company"), and Steven C. Walske (the "Executive"), and
amends and restates the Agreement dated June 20, 1990, as amended, between
the Company and the Executive.
WHEREAS, the Executive is
the Chairman of the Board and Chief Executive Officer of the Company;
and
WHEREAS, to provide
incentive for the Executive to remain with the Company, the Company desires
to make the following arrangements with the Executive concerning his
termination of employment;
NOW, THEREFORE, the
Company and the Executive hereby agree as follows:
1.
Termination Notice. The Company agrees that it may not terminate the
employment of the Executive unless (i) it does so for Cause (as defined
below) or (ii) the Company has delivered to the Executive a written notice
of such termination of employment (the "Termination Notice") at
least six months in advance of the effective date thereof. The duties of the
Executive during the period from the date of delivery of a Termination
Notice until the termination of his employment shall be as determined by the
Board of Directors.
2.
Salary.
(a) During the period
from the date of delivery of a Termination Notice (the "Notice
Date") until the earlier of (i) the date six months after the Notice
Date, or (ii) the date the Executive commences employment with another
company or organization, the Company shall pay to the Executive a salary
(the "Severance Period Salary") that is equal, on an annualized
basis, to two times the highest annual salary (excluding any bonuses) in
effect with respect to the Executive during the six-month period immediately
preceding the Termination Notice.
(b) In the event that
a Change in Status of the Executive occurs prior to a Notice Date, the
Company shall pay the Severance Period Salary to the Executive during the
period from the effective date of the Change in Status until the earlier of
(i) the date six months after such date or (ii) the date the Executive
commences employment with another company or organization; and the Company
shall have no obligation to make any payments to the Executive under Section
2(a) above.
(c) In the event that
the Executive remains employed with the Company for a period of six months
following the earlier of (i) a Notice Date or (ii) the effective date of a
Change in Status, the Company shall pay to the Executive on such six-month
anniversary date an amount equal to the most recent fiscal year end bonus
paid to the Executive. For purposes of this
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Agreement, "fiscal year end bonus" shall include all amounts paid to
the Executive under any bonus plans or programs of the Company with respect
to his services to the Company in the preceding fiscal year.
3.
Stock Options.
(a) Effective upon (i)
a Change in Control (as defined below) of the Company or (ii) the death or
Disability (as defined below) of the Executive, all stock options granted to
the Executive and then outstanding under any Stock Option Plan (as defined
below) of the Company shall become exercisable in full, notwithstanding any
vesting schedule or other provisions to the contrary in the agreements
evidencing such options; and the Company and the Executive hereby agree that
such option agreements are hereby and will be deemed amended to give effect
to this provision.
(b) Effective upon (i)
a termination by the Company of the Executive's employment without Cause or
(ii) a Change in Status of the Executive, all stock options granted to the
Executive and then outstanding under any Stock Option Plan of the Company
shall become exercisable for such number of shares of common stock for which
such options would have been exercisable had the Executive's employment with
the Company continued for one year following the date of the employment
termination or the Change in Status, as the case may be, notwithstanding any
vesting schedule or other provisions to the contrary in the agreements
evidencing such options; and the Company and the Executive hereby agree that
such option agreements are hereby amended to give effect to this
provision.
4.
Definitions.
(a) The Company shall
be deemed to have terminated the Executive's employment for
"Cause" if it does so (i) for the Executive's willful and
continued failure to substantially perform his duties to the Company (other
than any such failure resulting from the Employee's incapacity due to
physical or mental illness or any such actual or anticipated failure after a
Change in Status of the Executive), provided that the Company has delivered
a written demand for substantial performance to the Executive specifically
identifying the manner in which the Company believes that the Executive has
not substantially performed his duties and that the Executive has not cured
such failure within 30 days after such demand, (ii) for willful conduct by
the Executive which is demonstrably and materially injurious to the Company,
or (iii) for the Executive's willful violation of any material provision of
any confidentiality, nondisclosure, assignment of invention, noncompetition
or similar agreement entered into by the Executive in connection with his
employment by the Company. For purposes of this paragraph, no act or failure
to act on the Executive's part shall be deemed "willful" unless
done or omitted to be done by the Executive not in good faith and without
reasonable belief that his action or omission was in the best interests of
the Company.
(b) A "Change in
Control" of the Company shall mean the occurrence of any of the
following events: (i) any "person", as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") (other than the Company, any trustee or other
fiduciary holding securities under an employee benefit plan of the Company,
or any
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corporation owned directly or indirectly by the stockholders of the Company in
substantially the same proportion as their ownership of stock of the
Company) is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing 50% or more of the combined voting power of the
Company's then outstanding securities (other than as a result of
acquisitions of such securities from the Company); (ii) individuals who, as
of the date hereof, constitute the Board of Directors of the Company (the
"Incumbent Board") cease for any reason to constitute at least a
majority of the Board, provided that any person becoming a director
subsequent to the date hereof whose election, or nomination for election by
the Company's stockholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board (other than an election or
nomination of an individual whose initial assumption of office is in
connection with an actual or threatened election contest relating to the
election of the directors of the Company) shall be, for purposes of this
Agreement, considered to be a member of the Incumbent Board; (iii) the
stockholders of the Company approve a merger or consolidation of the Company
with any other corporation, other than (A) a merger or consolidation which
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) more than
50% of the combined voting power of the voting securities of the Company or
such surviving entity outstanding immediately after such merger or
consolidation or (B) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no
"person" (as defined above) acquires more than 20% of the combined
voting power of the Company's then outstanding securities; or (iv) 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 of all or
substantially all of the Company's assets.
(c) A "Change in
Status" of the Executive shall mean the occurrence, without the
Executive's written consent, of any of the following circumstances (unless
such circumstances constitute an isolated, insubstantial and inadvertent
action not taken in bad faith and are fully remedied by the Company within
30 days after receipt of notice thereof given by the Executive): (i) any
diminution or change in a manner adverse to the Executive of (A) his title,
office or position with the Company, (B) his salary or other benefits, or
(C) his duties, responsibilities or employment condition, or (ii) the
failure by the Company to pay to the Executive any portion of his
compensation within ninety (90) days after such compensation is
due.
(d)
"Disability" shall mean the
inability of the Executive, for a period of at least 60 consecutive days, to
perform his employment duties as a result of a physical or mental illness or
incapacity.
(e) A "Stock
Option Plan" of the Company shall mean any stock option or equity
compensation plan of the Company in effect at any time.
5.
Term. This Agreement shall continue in effect until February 28,
2003, unless extended by the mutual written consent of the Company and the
Executive.
6.
Successors.
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(a) This Agreement is
personal to the Executive and without the prior written consent of the
Company shall not be assignable by the Executive otherwise than by will or
the laws of descent and distribution.
(b) This Agreement
shall inure to the benefit of and be binding upon the Company and its
successors and assigns.
(c) The Company will
require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company to assume expressly and agree to perform this
Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place. As used in
this Agreement, "Company" shall mean the Company as defined above
and any successor to its business and/or assets as aforesaid which assumes
and agrees to perform this Agreement.
7.
Miscellaneous.
(a) This Agreement
shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts, without reference to principles of conflict
of laws.
(b) This Agreement may
not be amended or modified otherwise than by a written agreement executed by
the parties hereto or their respective successors and legal
representatives.
(c) All notices and
other communications hereunder shall be in writing and shall be delivered by
hand delivery, by a reputable overnight courier service, or by registered or
certified mail, return receipt requested, postage prepaid, in each case
addressed as follows:
If to the Company:
Parametric Technology Corporation
128 Technology Drive
Waltham, MA 02453
Attention: Corporate Counsel
If to the Executive:
Steven C. Walske
164 Chestnut Hill Road
Chestnut Hill, MA 02167
or to such other address as either party shall have
furnished to the other in writing in accordance herewith. Any Notice or
communication shall be deemed to be delivered upon the date of hand
delivery, one day following delivery to such overnight courier service, or
three days following mailing by registered or certified mail.
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EXECUTED as of the date
first written above.
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PARAMETRIC TECHNOLOGY CORPORATION |
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By: |
/s/ C. Richard Harrison |
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C. Richard Harrison
President and Chief Operating Officer |
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/s/ Steven C. Walske |
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Steven C. Walske |
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