AMENDMENT TO EMPLOYMENT AGREEMENT AND RELEASE OF CLAIMS

 

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                                                                   EXHIBIT 10.46

 

                        AMENDMENT TO EMPLOYMENT AGREEMENT

                              AND RELEASE OF CLAIMS

 

         This Amendment to Employment Agreement and Release of Claims

("Agreement") is made by and between CRITICAL PATH, INC. (the "Company"), and

Paul H. Bartlett ("Executive") (collectively referred to herein as the

"Parties") and dated as of November 24, 2003 (the "Effective Date").

 

         WHEREAS, Executive has been employed by the Company pursuant to a

signed Offer Letter dated April 8, 2002 (the "Employment Agreement), and

subsequently amended as of August 31, 2003 (the "August 31 Amendment") and has

signed a Change of Control Severance Agreement dated as of May, 29, 2003 (the "C

of C Agreement") (collectively, the "Amended Employment Agreements");

 

         WHEREAS, Executive and Company hereby agree to amend and/or terminate

certain terms and conditions of such Amended Employment Agreements; and

 

         WHEREAS, Executive and Company hereby agree to the terms and conditions

of a modified employment relationship going forward;

 

         NOW THEREFORE, in consideration of the mutual promises made herein, the

Company and Executive hereby agree as follows:

 

1.       Modification and Termination of Employment. Effective immediately,

Executive shall no longer have the responsibilities or the title of Chief

Financial Officer. Executive shall continue to be Chief Operating Officer.

However, Executive's employment shall terminate no later than June 30, 2004;

during the period from the date of this Agreement to June 30, 2004, Executive's

duties shall principally consist of transitional responsibilities, and other

duties as requested from time to time by the CEO. Executive's employment shall

continue to be an at-will relationship as provided under the Amended Employment

Agreements.

 

2.       Payment of Salary; Salary Continuation; Reimbursement of Expenses. As

of December 1, all payment of regular base salary and eligibility for general

executive bonuses will terminate. Commencing December 1, 2003 Executive shall be

paid the salary continuation amounts as contemplated under Section 6. A. of the

August 31 Amendment, less all applicable withholdings in accordance with the

Company's standard payroll practices (the "Severance Amount"). No other salary

or general executive bonuses are due or payable to the Executive now or at any

future time, except as specifically contemplated or described in this agreement

or the Amended Employment Agreements. In the event that Executive's employment

is terminated by the Company earlier than June 30, 2004, then Executive shall

receive a lump sum payment equal to the remaining Severance Amount pro-rated

from the date of early termination. In the event that Executive's employment is

terminated by Executive earlier than June 30, 2004,

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Executive shall continue to receive the Severance Amount as salary continuation

subject to the limitations contained in Section 6 A. (ii) of the August 31

Amendment pertaining to other employment.

 

It is understand and agreed between the parties that no Involuntary Termination

(as such term is defined in the C of C Agreement) of Executive has occurred by

virtue of this Agreement or otherwise, and that, solely for purposes of

determining any benefits due Executive under the C of C Agreement, Executive's

Involuntary Termination shall not be deemed to occur earlier than June 30, 2004,

except in the case of a termination for Cause (as defined in the C of C

Agreement).

 

Company will continue to reimburse Executive for approved business related

expenses (including those contemplated in the August 31 Amendment) and incurred

in accordance with the current Company travel and expense policies applicable to

Executive and properly submitted.

 

3.       Stock Options. As of the Effective Date, Executive shall continue to

vest in all previously granted options to purchase shares of Company common

stock in accordance with the applicable vesting schedules found in each Stock

Option Agreement and as provided in the Amended Employment Agreement. Except as

provided below, nothing in this Agreement is intended to otherwise supersede or

modify the terms and conditions of the Company's Stock Option Plans or any

agreements issued in connection with those plans including any provision

contained in any agreement (including the Amended Employment Agreement) for

accelerated vesting and/or any change of control arrangement. Notwithstanding

the foregoing, it shall be recommended to the compensation committee of the

Board of Directors of the Company that (i) Executive's Option grant dated April

24, 2003 in the amount of 250,000 shares (on an as-adjusted for split basis)

shall be fully vested and exercisable as of the date of Executive's termination

of employment, and (ii) Executive shall have a period of eighteen (18) months

from the last day of his employment in which to exercise his previously granted

options.

 

4.       Benefits. Executive shall continue to be covered by all employee health

and welfare benefit plans pursuant to the terms and conditions of the Amended

Employment Agreement. Nothing in this Agreement is intended to supercede or

modify the terms and conditions of the Company's health and benefits plans.

 

5.       Release of Claims.