Sample Business Contracts


Executive Agreement - MathSoft Inc. and Charles J. Digate

Employment Forms

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                              AMENDED AND RESTATED EXECUTIVE AGREEMENT
                              ---------------------------------------

     AMENDED AND RESTATED EXECUTIVE AGREEMENT, dated as of November 23, 1998, by
and  between  MathSoft,  Inc.  (the  "Company")  and  Charles  J.  Digate  (the
"Executive").

     WHEREAS,  the  Company  and  the  Executive wish to amend and restate their
agreement  dated  July  28,  1997;

     WHEREAS,  the  Executive  continues to be the President and Chief Executive
Officer  of  the  Company and has made and is expected to continue to make major
contributions  to  the  Company;

     WHEREAS,  the  Company  desires  continuity  of  management;  and

     WHEREAS,  the  Executive  is  willing to continue to render services to the
Company  subject  to  the  conditions  set  forth  in  this  Agreement.

     NOW,  THEREFORE,  for  good  and  valuable  consideration,  the receipt and
sufficiency of which is hereby acknowledged, the Company and the Executive agree
as  follows:

     1.     TERM  OF EMPLOYMENT.  This Agreement shall be for an initial term of
            -------------------
two  (2)  years.  Upon the second anniversary of the date of this Agreement (and
upon  each  successive  anniversary  thereafter),  this  Agreement  shall  be
automatically  renewed  for an additional one (1) year term, unless either party
hereto  notifies  the other in writing of its intent not to renew this Agreement
upon  not less than ninety (90) days notice prior to the end of the then-current
term.  In  the  event either party gives the other proper notice of non-renewal,
then  this  Agreement  shall  only continue for the balance of the then existing
term.  Notwithstanding  anything  contained  herein to the contrary, any term of
employment may be earlier terminated as provided in Sections 3, 5, and 7 hereof.

     2.     SALARY.
            ------

     (a)     As  compensation  for  the services rendered by the Executive under
this Agreement, the Company shall pay to the Executive an annual salary equal to
the  amount for the current fiscal year as listed on Exhibit A under the heading
                                                     ---------
"Salary"  (which  may  be amended or supplemented in writing by the parties from
time to time), payable to the Executive in accordance with the Company's payroll
practices  in effect from time to time.  The Compensation Committee of the Board
of  Directors  of  the  Company  shall  review  the  Executive's salary not less
frequently  than  annually.

     (b)     In addition, the Executive shall be eligible to earn a target bonus
(the  "Target  Annual Bonus") equal to the amount for the current fiscal year as
listed  on  Exhibit  A  under  the  heading "Target Annual Bonus" based upon the
            ----------
Company's  achievement  of the Annual Diluted Net Income Per Share Plan approved
by  the Compensation Committee of the Board of Directors of the Company for such
fiscal  year  (subject to downward adjustment, or upward adjustment to an amount
not  to  exceed  the  amount  identified on Exhibit A under the heading "Maximum
                                            ---------
Annual  Bonus",  based  on  the  Company's achievement of the Annual Diluted Net
Income Per Share Plan for such fiscal year), plus such additional bonus payments
based on specific objectives as may be agreed upon between the Executive and the
Compensation  Committee  of  the  Board of Directors of the Company from time to
time. Any bonus, if earned, shall be payable to the Executive in accordance with
the  Company's  payroll  practices  in  effect  from  time  to  time.

     3.     NOTICE  OF  VOLUNTARY  TERMINATION  BY THE EXECUTIVE.  The Executive
            ----------------------------------------------------
agrees  to  provide  the  Board  of  Directors  of the Company with three months
advance  written  notice  of  his intention to terminate his employment with the
Company;  provided,  however,  that the Executive is not required to provide any
notice  if  such  termination  is  pursuant  to  Sections  6(b)  and/or  7.

     4.     MEMBERSHIP  ON THE BOARD OF DIRECTORS.  After any termination of the
            -------------------------------------
Executive's  employment  with  the  Company,  the  Company  may request that the
Executive  serve  as  a  non-executive  member  of the Board of Directors of the
Company.  If  the  Executive  agrees  to  serve in such a capacity following the
termination  of his employment, the Executive shall be considered as maintaining
a  "business  relationship"  with the Company during such period of service, and
any  installments  of any stock options held by the Executive on the termination
of  his  employment that are not exercisable and have not expired shall continue
to  become  exercisable  in  accordance  with  the  terms of the relevant option
agreements  and  option plans during such period of service.  When the Executive
ceases  to  be  a  non-executive member of the Board of Directors, he shall have
three  years  to  exercise  any  then-exercisable, unexpired installments of any
stock  options  held by the Executive on the Executive's last date of service on
the  Board  of  Directors.

     5.     TERMINATION PRIOR TO A CHANGE OF CONTROL.  If, prior to a "Change of
            ----------------------------------------
Control" (as such term is defined in Section 8(c) below), the Company terminates
the Executive's employment with the Company (i) without "Cause" (as such term is
defined  in  Section 8(d) below) or (ii) by electing not to renew this Agreement
pursuant  to  Section  1,  the  Company  shall:

     (a)     Continue  to pay to the Executive, in accordance with the Company's
normal payroll practices and policies in effect from time to time (including any
required  withholding),  the Executive's base salary (at the monthly base salary
rate  in  effect  for such Executive immediately prior to the termination of his
employment)  for  eighteen  (18)  months  following  the  termination  of  the
Executive's  employment;  provided,  however,  that  the  Company  shall  not be
obligated  to  make any payments pursuant to this Section 5(a) during any period
in  which  the  Executive  is  in  violation  of  the  terms of his Confidential
Information,  Inventions  and  Non-Competition  Agreement  with  the  Company.

     (b)     Provide  the  Executive with health insurance substantially similar
to  that  which the Executive was receiving immediately prior to the termination
of  his  employment  until  the earlier of:  (i) the date which is eighteen (18)
months following the termination of the Executive's employment; or (ii) the date
the Executive begins receiving substantially similar insurance from a subsequent
employer.

     (c)     Provide  that  the Executive shall have three years to exercise any
then-exercisable,  unexpired  installments  of  any  stock  options  held by the
Executive  on the Executive's last date of employment or if later, the date when
the  Executive  ceases  to be a member of the Board of Directors of the Company.

     6.     CHANGE  OF  CONTROL.  (a)  Upon  a  Change  of  Control,  and if the
            -------------------
Executive  is  an employee of the Company at the time of such Change of Control,
the  Company  shall  cause  half  of any unexercisable installments of any stock
options  held by the Executive on the Change of Control that have not expired to
become  exercisable  on  the  Change  of  Control;  provided, however, that such
acceleration  of  exercisability  shall  not  occur to the extent that:  (A) the
Change of Control is intended to be accounted for as a pooling of interests; and
(B)  the  Company  concludes, after consulting with its independent accountants,
that  such  acceleration  would  prevent  the Change of Control transaction from
being accounted for as a pooling of interests for financial accounting purposes.
     (b)     Following  a  Change of Control, (i) if the Executive is terminated
by  the  Company  without Cause, (ii) if the Executive remains employed with the
Company  through  the ninety-first day after such Change of Control, or (iii) if
the  Executive  terminates  his  employment  for  "Good Reason" (as such term is
defined  in  Section  7(b)  below) and the Executive provides mutually agreeable
consulting  services  through  the ninety-first day after such Change of Control
the  Company  shall  pay to the Executive a lump sum amount (net of any required
withholding) equal to $250,000 (the "Retention Bonus") payable upon the date the
Executive  is  terminated  or  the  Executive's  ninety-first  day of employment
following  the  Change  of  Control,  whichever  is  earlier.

     7.     TERMINATION  FOLLOWING  A  CHANGE  OF  CONTROL.
            ----------------------------------------------

     (a)     If,  at  any time after a Change in Control, the Company terminates
the  Executive's  employment  without  Cause  or  the  Executive  terminates his
employment  with  the  Company  for  "Good  Reason"  (as such term is defined in
Section  7(b)  below)  (the  "Termination  Date"),  the  Company  shall:

     (1)     Subject to Section 7(c) below, continue to pay to the Executive, in
accordance  with  the  Company's normal payroll practices and policies in effect
from  time  to  time  (including  any required withholding), (i) the Executive's
current  base  salary  (at  the  monthly  base  salary  rate  in effect for such
Executive  immediately  prior to the termination of his employment) for eighteen
(18)  months  following  the Termination Date and (ii) one hundred fifty percent
(150%)  of  the  Executive's bonus (which shall be the greater of (A) the Target
Bonus  set  by the Company's Board of Directors for the fiscal year in which the
termination of employment occurred and (B) the actual amount of all bonuses paid
or  payable  in  respect of the preceding fiscal year) paid ratably on a monthly
basis  during  the  eighteen  (18)  months  following  the  Termination  Date
(collectively,  the  "Severance  Payments").

     (2)     Pay  to  the  Executive  a  lump  sum  amount  (net of any required
withholding)  within  thirty  (30)  days  following  the  termination  of  his
employment,  determined  as  follows:  (i) for each full calendar quarter during
which  Executive  was employed by the Company that has elapsed since January 1st
of  the  year  in  which his employment terminated, the total of each applicable
amount(s)  specified  on  Exhibit A attached hereto under the heading "Quarterly
                          ---------
Diluted  Net  Income  Per Share-Based Bonus Amount"; provided, however, that the
amounts  described  in  this  clause  (i)  shall  only be payable if the Company
achieved the relevant portion of the Quarterly Diluted Net Income Per Share Plan
approved  by  the  Compensation  Committee of the Board of Directors for each of
such  quarters  and  (ii)  for  any  partial  calendar  quarter during which the
Executive was employed by the Company that has elapsed since the end of the last
full  fiscal  quarter  ending  prior  to the date the Executive's employment was
terminated,  a  pro  rated  portion  of the amount specified on Exhibit A hereto
                                                                ---------
under  the  heading  "Quarterly Diluted Net Income Per Share-Based Bonus Amount"
for  such  quarter  equal  to  the  number  of days during such quarter that the
Executive  was  employed  by  the  Company  divided  by  90,  multiplied  by the
applicable  Quarterly  Diluted  Net  Income  Per  Share-Based  Bonus  Amount.

     (3)     Provide  the  Executive with health insurance substantially similar
to  that  which the Executive was receiving immediately prior to the Termination
Date until the earlier of:  (i) the date which is eighteen (18) months following
the  Termination  Date;  or  (ii)  the  date  the  Executive  begins  receiving
substantially  similar  health  insurance  from  a  subsequent  employer.

     (4)     Provide  the  Executive  not  more  than  $20,000  of  outplacement
services  annually  from  an  outplacement company selected by the Company, with
such  services to extend until the two-year anniversary of the Termination Date.

     (5)     Provide  that  the Executive shall have three years to exercise any
then-exercisable,  unexpired  installments  of  any  stock  options  held by the
Executive on the Executive's last date of employment or, if later, the date when
the  Executive  ceases  to be a member of the Board of Directors of the Company.
     (b)     For  purposes  of  Sections  6  and 7, "Good Reason" shall mean the
occurrence of one or more of the following events following a Change of Control:
(i)  the  assignment  to  the  Executive  of  any  duties  inconsistent with his
position,  authority, duties or responsibilities immediately prior to the Change
of  Control  or any other action by the Company which results in a diminution in
such  position,  authority,  duties or responsibilities; (ii) a reduction in the
aggregate  of  the Executive's base or incentive compensation or the termination
of  the  Executive's  rights  to  any employee benefits immediately prior to the
Change  of  Control,  except  to  the extent any such benefit is replaced with a
substantially  similar  benefit,  or  a  reduction in scope or value thereof; or
(iii)  a  relocation  of  the Executive's place of business which results in the
one-way  commuting  distance  for the Executive increasing by more than 40 miles
from  the location thereof immediately prior to the Change of Control (provided,
                                                                       --------
however,  that travel consistent with past practices for business purposes shall
-------
not  be  considered  "commuting"  for  purposes of this clause (iii)); or (iv) a
failure  by  the  Company  to  obtain  the agreement referenced in Section 8(f).
     (c)     If  the  Executive  finds  employment with a subsequent employer or
becomes  self-employed after the Termination Date (a "Reemployment Event"), then
the  Severance  Payments  shall  be  paid  in  full for the first six (6) months
following  the Termination Date and then shall be reduced by fifty percent (50%)
for  the remaining twelve (12) months or for that shorter portion of such twelve
(12) month period following the date of the Reemployment Event.  For purposes of
this  Section  7(c), when determining whether a Reemployment Event has occurred,
employment  or  self-employment  (including ad hoc or temporary assignments) for
which  the  Executive  receives  remuneration in any year in an aggregate amount
(including  remuneration  received  from  all such employment or self-employment
during  such year) which does not exceed 50% of the Executive's base salary rate
with  the  Company  at  the  time  of  his  termination,  shall  be  excluded.

     8.     GENERAL.
            -------
     (a)     Notwithstanding  anything  else  to  the  contrary herein:  (i) the
Company's  obligation  to  provide  any of the amounts and benefits set forth in
this  Agreement  shall  be  subject  to,  and  conditioned upon, the Executive's
execution  of a full release of claims satisfactory to the Company releasing the
Company  and  its  affiliates, subsidiaries, divisions, directors, employees and
agents  from any claims arising from or related to the Executive's employment or
severance  from  employment  with the Company, including any claims arising from
this Agreement, such release to be substantially in the form of Exhibit B hereto
                                                                ---------
(the  "Release");  (ii) the Company shall not be obligated to provide any of the
amounts  and  benefits  set  forth in this Agreement until any applicable period
within  which  the  Executive  may revoke the Release has expired; and (iii) any
amounts and benefits set forth in this Agreement shall be reduced by any and all
other severance or other amounts or benefits paid or payable to the Executive as
a  result  of  the  termination  of  his  employment.
     (b)     In  the  event  the  Executive's  employment  with  the  Company is
terminated  by  the  Company  for  any  reason  other than without Cause, or the
Executive  terminates  his employment with the Company for any reason other than
Good  Reason,  the  Executive shall not be entitled to any severance benefits or
other  considerations  described  herein.
     (c)     For  purposes of this Agreement, "Change of Control" shall mean the
closing  of:  (i)  a merger, consolidation, liquidation or reorganization of the
Company, with or without its wholly-owned subsidiary, Statistical Sciences, Inc.
("StatSci"),  into  or  with  another company or other legal person, after which
merger,  consolidation,  liquidation  or reorganization the capital stock of the
Company  outstanding  prior  to consummation of the transaction is not converted
into  or  exchanged  for  or  does  not represent more than 50% of the aggregate
voting  power  of the surviving or resulting entity; (ii) the direct or indirect
acquisition  by  any person (as the term "person" is used in Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended) of more than 50% of
the voting capital stock of the Company, which may or may not include the voting
capital  stock  of  StatSci,  in  a single or series of related transactions; or
(iii)  the  sale,  exchange,  or  transfer  of  all  or substantially all of the
Company's  assets,  which may or may not include StatSci's assets, (other than a
sale, exchange or transfer to one or more entities where the stockholders of the
Company  immediately  before such sale, exchange or transfer retain, directly or
indirectly,  at  least a majority of the beneficial interest in the voting stock
of  the  entities  to  which  the  assets  were  transferred).
     (d)     For  purposes  of  this  Agreement,  "Cause"  shall  mean:  (i) the
commission  of  the  Executive  of  a  felony,  either  in  connection  with the
performance  of  his  obligations  to the Company or which adversely affects the
Executive's  ability  to  perform  such  obligations;  (ii)  gross  negligence,
dishonesty or breach of fiduciary duty; or (iii) the commission by the Executive
of  an  act  of fraud or embezzlement which results in loss, damage or injury to
the  Company,  whether  directly  or  indirectly.
     (e)     Notwithstanding  anything to the contrary in this Agreement, if the
Company  determines  in  its sole discretion after consultation with its tax and
accounting  advisors that the Executive is a Disqualified Individual (as defined
in  Section  280G of the Internal Revenue Code of 1986, as amended (the "Code"))
and that any portion of any payment or distribution by the Company to or for the
benefit  of  the  Executive,  whether  paid  or  payable  or  distributed  or
distributable pursuant to the terms of this Agreement or otherwise (a "Payment")
would  be  an  Excess Parachute Payment (as defined in Section 280G of the Code)
but  for  the application of this sentence, then the amount of all such Payments
otherwise  payable  to the Executive pursuant to this Agreement shall be reduced
to  the  minimum extent necessary (but in no event to less than zero) so that no
portion  of any Payment, as so reduced, constitutes an Excess Parachute Payment.
For  purposes  of  this reduction, no portion of any Payment shall be taken into
account  to  the  extent that such Payment, in the opinion of the Company, after
consultation  with  its  tax  and  accounting  advisors,  does  not constitute a
"parachute  payment"  within  the  meaning  of  Section  280G(b)(2) of the Code.
     (f)     Except  as  otherwise  provided  herein,  this  Agreement  shall be
binding  upon and inure to the benefit of the Company and any successor (whether
direct  or  indirect,  by  purchase,  merger,  consolidation,  reorganization or
otherwise)  of the Company; provided, however, that the Company shall obtain the
                            --------  -------
written  agreement  of  any  successor (whether direct or indirect, by purchase,
merger,  consolidation,  reorganization or otherwise) of the Company to be bound
by  the  provisions  of this Agreement as if such successor were the Company and
for  purposes  of  this  Agreement,  any  such successor of the Company shall be
deemed  to  be  the  "Company"  for  all  purposes.
     (g)     Nothing  in  this Agreement shall create any obligation on the part
of  the Company or any other person to continue the employment of the Executive.
If  the Executive elects to receive the severance and benefits set forth in this
Agreement  by  executing the Release, the Executive shall not be entitled to any
other  salary continuation, severance or other termination benefits in the event
of  his  cessation  of  employment  with  the  Company.
     (h)     Nothing  herein  shall affect the Executive's obligations under any
key  employee,  non-competition,  confidentiality,  option  or similar agreement
between  the  Company  and  the  Executive  currently  in effect or which may be
entered  into  in  the  future.
     (i)     This  Agreement  shall  be  governed by and construed in accordance
with  the laws of the Commonwealth of Massachusetts.  This Agreement constitutes
the  entire  Agreement  between  the  Executive  and  the Company concerning the
subject  matter  hereof and supersedes any prior negotiations, understandings or
agreements  concerning  the  subject matter hereof, whether oral or written, and
may be amended or rescinded only upon the written consent of the Company and the
Executive.  The  invalidity  or  unenforceability  of  any  provision  of  this
Agreement  shall  not  affect  the  other  provisions of this Agreement and this
Agreement  shall  be construed and reformed to the fullest extent possible.  The
Executive  may not assign any of his rights or obligations under this Agreement;
the  rights  and  obligations of the Company under this Agreement shall inure to
the  benefit  of,  and  shall be binding upon, the successors and assigns of the
Company.  This  Agreement  may be executed in any number of counterparts, all of
which  taken  together  shall  constitute  one  and  the  same  instrument.

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<PAGE>













     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
executed  as  of  the  date  first  written  above.

The  Company:
------------

MATHSOFT,  INC.

By:     /s Robert  P.  Orlando
        ----------------------

Name:     Robert  P.  Orlando
          -------------------

Title:     VP  Finance  and  Administration,  CFO
           --------------------------------------


The  Executive:
--------------

/s/ Charles  J.  Digate
----------------------
Charles  J.  Digate



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