Exhibit 10.10
AMENDMENT TO EMPLOYMENT
AGREEMENT
This AMENDMENT TO EMPLOYMENT
AGREEMENT, dated as of March 4, 2009, modifies the terms and
conditions of the EMPLOYMENT AGREEMENT between I-many, Inc. (the
“Company”) and John A. Rade (“Executive”),
dated as of January 15, 2007 (the “Agreement”).
Capitalized terms used but not otherwise defined herein shall have
the respective meanings ascribed to such terms in the Agreement.
Any term or condition of the Agreement in conflict with the terms
or conditions of this Amendment shall be deemed to be specifically
and expressly superseded by the provisions hereof.
A. The second sentence of
Section 5.1(ii) of the Agreement (“If Executive’s
employment is terminated pursuant to subsections 5.1(a), 5.1(b),
5.1(c) or 5.1(d) above within one year after a Change in Control
…”) is hereby deleted in its entirety and shall have
no further effect.
B. The following shall be added to
the end of Section 5.1(ii): “Notwithstanding the
foregoing, if Executive’s employment is terminated pursuant
to subsections 5.1(a), 5.1(b), 5.1(c) or 5.1(d) above within one
year after a Change in Control (defined below) of the Company, then
the Company or its successor shall continue to provide the
foregoing medical benefits to Executive for six (6) additional
months, for a total of twelve (12) months.”
C. Change of Control Bonus
.
No later than 60 days following a
Change in Control of the Company,
