Exhibit 10.15
AMENDMENT TO SEVERANCE
AGREEMENT
This AMENDMENT TO SEVERANCE
AGREEMENT, dated as of March 3, 2009, modifies the terms and
conditions of the AMENDED AND RESTATED SEVERANCE AGREEMENT between
I-many, Inc. (the “Company”) and Robert G. Schwartz,
Jr. (“Executive”), dated as of February 8, 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superseded by the provisions hereof.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. In Section 2.1(b)(ii) of the
Agreement (“Termination by the Company following Change in
Control—Severance”), the phrase “…
severance equal to twelve (12) months …” is
hereby deleted and replaced with “… severance equal to
six (6) months ….”
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 subs
