EXHIBIT 10.9
ADDENDUM TO EMPLOYMENT AGREEMENT
This
Addendum, dated as of December 29, 2005, to the Employment
Agreement
between Terra Insight Corporation ("TIC"), giving effect to the
reverse
acquisition (the "Reverse Acquisition") between TIC and CompuPrint,
Inc. (the
"Corporation" or "Employer"), and, the undersigned employee, dated
as of January
7, 2005 and amended on May 19, 2005, in contemplation of the
reincorporation and
merger of the Corporation under the laws of the State of Delaware,
amends the
Employment Agreement as follows:
1.
Subject to
the terms and conditions hereof, without foregoing any
rights Employee may otherwise be entitled to under the
Employment
Agreement, Employee hereby agrees to remain in the employment
of
Employer upon the contemplated reincorporation and merger, to
which
Employee consents, and, to provide the additional consideration
stated in paragraph 4 below.
2.
The
Employment Agreement is hereby amended to include the following
Section:
5A. Certain Additional Payments by Employer. (a) Anything in
this
Agreement to the contrary notwithstanding and except as set
forth
below, in the event it shall be determined that any payment,
award,
benefit or distribution (or any acceleration of any payment,
award,
benefit or distribution) by Employer to or for the benefit of
Employee (whether paid or payable or distributed or
distributable
pursuant to the terms of this Agreement or otherwise, but
determined
without regard to any additional payments required under this
Section 5) (a "Payment") would be subject to the excise tax
imposed
by Section 4999 of the Internal Revenue Code of 1986, as
amended
(the "Code") or any interest or penalties are incurred by
Employee
with respect to such excise tax (such excise tax, together with
any
such interest and penalties, are hereinafter collectively
referred
to as the "Excise Tax"), then Employer shall pay to Employee an
additional payment (a "Gross-Up Payment") in an amount such
that
after payment by Employee of all taxes (including any interest
or
penalties imposed with respect to such taxes), including,
without
limitation, any income taxes (and any interest and penalties
imposed
with respect thereto) and Excise Tax imposed upon the Gross-Up
Payment, Employee retains an amount of the Gross-Up Payment equal
to
the sum of (x) the Excise Tax imposed upon the Payments and (y)
the
product of any deductions disallowed because of the inclusion of
the
Gross-Up Payment in Employee's adjusted gross income and the
highest
applicable marginal rate of federal income taxation for the
calendar
year
in which the Gross-Up Payment is to be made. For purposes of
determining the amount of the Gross-Up Payment, the Executive
shall
be deemed to (i) pay federal income taxes at the highest
marginal
rates of federal income taxation for the calendar year in which
the
Gross-Up Payment is to be made, (ii) pay applicable state and
local
income taxes at the highest marginal rate of taxation for the
calendar year in which the Gross-Up Payment is to be made, net
of
the maximum reduction in federal income taxes which could be
obtained from deduction of such state and local taxes and (iii)
have
otherwise allowable deductions for federal income tax purposes
at
least equal to those which could be disallowed because of the
inclusion of the Gross-Up Payment in the Employee's adjusted
gross
income.
(b) Income Tax Gross-Up Payment. Anything in this Agreement to
the contrary notwithstanding, in the event any salary or other
payment or distribution by Employer to or for the benefit of
Employee, or any acceleration of any benefit (whether paid or
payable, distributed or distributable, or accelerated pursuant
to
the terms of this Agreement or otherwise) is paid or payable,
distributed or distributable, or, if any such payment is
accelerated
by reason of there having occurred a Change in Control,
including
without limitation (i) any lump-sum, interest or
compensation-continuation payments under Section 5 of the
Agreement,
(ii) any income tax liability associated with stock options or
restricted stock accelerated by a Change in Control, (iii) the
payment or receipt of any other benefit (cash or stock) triggered
or
accelerated by a Change in Control, and (iv) an Excise Tax
Gross-Up
Payment under Section 5A(a) above, a "Change in Control
Benefit"),
then Employee shall be entitled to receive an additional payment
(an
"Income Tax Gross-Up Payment") in an amount equal to the
federal,
state and local taxes (including income taxes and social
security,
FICA, FUTA and other employment taxes) owed by Employee with
respect
to any such salary or with respect to any Change in Control
Benefit
such that after payment by Employee of all taxes (including any
interest or penalties imposed with respect to such taxes),
including, without limitation, any taxes (and any interest and
penalties imposed with respect thereto) imposed upon the Income
Tax
Gross-Up Payment, Employee retains an amount of the Income Tax
Gross-Up Payment equal to the federal, state and local taxes
(including income taxes and soc
