This Employment Agreement Amendment involves
Title: AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Governing Law: Missouri Date: 7/27/2016
Industry: Software and Programming Sector: Technology
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
This Amendment to the Executive Employment Agreement (“ Amendment ”) is entered into as of July 26, 2016, by and between Tom W. Olofson, an individual (“ Executive ”), and Epiq Systems, Inc. (the “ Company ”).
WHEREAS, Executive and the Company are party to that certain Executive Employment Agreement, dated as of December 15, 2014 (the “ Employment Agreement ”);
WHEREAS, it is expected that the Company shall enter into an Agreement and Plan of Merger as of the date hereof (as the same may be amended, updated or supplemented from time to time, the “ Merger Agreement ”), by and among Document Technologies, LLC, a Georgia limited liability company (“ Parent ”) and DTI Merger Sub, Inc., a Missouri corporation and a wholly owned subsidiary of Parent;
WHEREAS, the Company and the Executive desire to enter into this Amendment to clarify certain terms of Executive’s employment with the Company effective following the consummation of the transactions contemplated by the Merger Agreement; and
WHEREAS, capitalized terms that are not defined herein shall have the same meaning as set forth in the Employment Agreement unless specified to the contrary.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows:
Section 1(z) shall be deleted in its entirety and replaced with the following:
“ Separation Consideration ” shall mean:
(i) a cash amount equal to two times the sum of Bonus and the Base Salary;
(ii) for twenty-four (24) months from the End Date, regular monthly payments (payable 1 month in arrears) equal to the total monthly premiums paid by Executive for (A) welfare benefit coverage (medical, dental and vision) for Executive and Executive’s dependents which is substantially similar to the coverage provided under the Company’s welfare benefit plans as of the End Date (whether through the Consolidated Omnibus Budget Reconciliation Act (“ COBRA ”) or otherwise), and (B) life insurance coverage for Executive which is substantially similar to the coverage provided by the Company to Executive during the Employment Period;
(iii) any outstanding Restricted Stock issued to Executive as of the End Date will continue to be owned by the Executive (and will not lapse or be forfeited to the Company) for a period of twenty-four (24) months from the End Date as if the Executive was still employed by the Company during such time;
(iv) any outstanding Incentive Stock Options, Non-Qualified Stock Options, or Stock Appreciation Rights (collectively, “ Stock Options ”) issued to Executive and exercisable as of the End Date shall remain exercisable for, and shall otherwise terminate on, the earlier of (A) a period of twenty-four (24) months from the End Date, or (B) the expiration date of the Stock Options; and
(v) a cash amount of Four Hundred Ninety-Nine Thousand, Forty-Four Dollars and Zero Cents ($499,044.00), which represents twenty-four (24) months of other benefits to which Executive was entitled as of the End Date;
(vi) for twelve (12) months from the End Date, the continued use of Executive’s office in Kansas City, Kansas and executive assistant support.
provided that , following a Change in Control, the “ Separation Consideration ” shall mean:
(i) a cash amount equal to three times the sum of the Bonus and the Base Salary;
(ii) for thirty-