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Exhibit 10.17
AMENDMENT TO SEVERANCE
AGREEMENT
This AMENDMENT TO SEVERANCE
AGREEMENT, dated as of March 4, 2009, modifies the terms and
conditions of the SEVERANCE AGREEMENT between I-many, Inc. (the
“Company”) and A. Todd Shytle
(“Executive”), dated as of December 5, 2006 (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deemed to be specifically and expressly superseded by the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 2.1(a)(ii) of the Agreement (“If
Executive’s employment is terminated … for a total of
twelve (12) months”) is hereby deleted in its
entirety.
B. Change of Control Bonus
.
1. For all purposes of this
Agreement, a “Change in Control” is defined as the
consummation of any of the following transactions: (i) any
merger or consolidation which results in the voting securities of
the Company outstanding immediately prior thereto representing
immediately thereafter (either by remaining outstanding or by being
converted into voting securities of the surviving or acquiring
entity) less than a majority of the combined voting power of the
voting securities of the Company or such surviving or acquiring
entity outstanding immediately after such merger or consolidation;
(ii) any sale of all or substantially all of the assets of the
Company; or (iii) the complete liquidation of the
Company.
2. No later
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