Exhibit 10.15
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT is made and entered
into by and between TRANSCENDER LLC, a Delaware limited liability company
("Transcender" and, together with its affiliates, subsidiaries and successors,
the "Company"), and Aneel M. Pandey (the "Employee").
W I T N E S S E T H:
THAT WHEREAS, Transcender and Employee entered into that
certain Employment Agreement dated November 6, 2000 (the "Agreement"); and
WHEREAS, Transcender and Employee desire to modify and amend
certain provisions in the Agreement upon the terms and conditions set forth
herein;
NOW, THEREFORE, for and in consideration of the premises, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby irrevocably acknowledged, Transcender and Employee, intending to be
legally bound, hereby agree as follows:
1. Section 1 of the Agreement entitled "Employment" is hereby
deleted in its entirety, and the following language is inserted in its place:
Section 1. EMPLOYMENT. The Company hereby agrees to employ the
Employee and the Employee hereby accepts employment with the Company, on the
terms and subject to the conditions hereinafter set forth. Subject to the terms
and conditions contained herein, during the Employment Term (as hereinafter
defined), the Employee shall serve as Chief Executive Officer of the Company,
and in such capacity, shall report directly to the Chief Executive Officer of
Information Holdings, Inc., and shall have such duties as are typically
associated with such title, together with such additional duties commensurate
with the Employee's title as may be assigned to the Employee from time to time.
The principal locations of the Employee's employment shall be at the Company's
offices in Nashville, Tennessee, and the Employee's home office, although the
Employee understands and agrees that he may be required to travel from time to
time on a limited basis for business reasons.
2. Section 2 of the Agreement entitled "Term" is hereby
deleted in its entirety, and the following language is inserted in its place:
Section 2. TERM. Unless terminated pursuant to
Section 6 hereof, the Employee's employment hereunder shall
commence on November 6, 2000, and shall continue during the
period ending on November 5, 2003 (collectively, the
"Employment Term"), and thereafter, the Employment Term shall
extend automatically for additional one year terms unless
either party shall provide notice of termination to the other
party not less than thirty (30) days prior to an anniversary
date of this Agreement.
3. Subsection (a) of Section 3 of the Agreement entitled
"Salary" is hereby deleted in its entirety, and the following language is
inserted in its place:
(a) SALARY. As compensation for the performance of
the Employee's services hereunder, the Company shall pay to
the Employee a per annum salary (the "Salary") with increases,
if any, as may be approved in writing by the Board of
Directors, according to the following schedule:
(i) Two Hundred Thousand Dollars ($200,000)
during the first year of the Employment Term
beginning November 6, 2000 and ending November 5,
2001; and
(ii) Two Hundred Thirty-Five Thousand
Dollars ($235,000) during the second year of the
Employment Term beginning November 6, 2001 and ending
November 5, 2002; and
(iii) Two Hundred Sixty Thousand Dollars
($260,000) during the third year of the Employment
Term beginning November 6, 2002 and ending November
5, 2003.
4. Subsection (b) of Section 3 of the Agreement entitled
"Bonus" is hereby deleted in its entirety, and the following language is
inserted in its place:
(b) BONUS. During the Employment Term, the Employee
shall be eligible to receive an annual cash bonus (the
"Bonus") which shall be determined by the Board of Directors,
in its sole discretion, according to the following schedule:
(i) An amount not to exceed One Hundred
Thousand Dollars ($100,000) during the first year of
the Employment Term; and
(ii) An amount not to exceed One Hundred
Seventeen Thousand Five Hundred Dollars ($117,500)
during the second year of the Employment Term; and
(iii) An amount not to exceed One Hundred
Thirty Thousand Dollars ($130,000) during the third
year of the Employment Term.
5. Except as expressly modified and amended by this Amendment
to Employment Agreement, all of the terms, provisions and conditions of the
original Agreement are and shall remain in full force and effect and are
incorporated herein by reference.
IN WITNESS WHEREOF, the parties have executed and delivered,
or have caused their duly authorized representatives to execute and deliver,
this Amendment to Employment Agreement on this 6th day of July, 2001.
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TRANSCENDER LLC EMPLOYEE:
By: /s/ Mason Slaine /s/ Aneel M. Pandey
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Mason Slaine Aneel M. Pandey
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