Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - COREL CORP | dp16287_8k.htm |
| EX-10.1 - EXHIBIT 10.1 - COREL CORP | dp16287_ex1001.htm |
| EX-99.1 - EXHIBIT 99.1 - COREL CORP | dp16287_ex9901.htm |
| EX-10.3 - EXHIBIT 10.3 - COREL CORP | dp16287_ex1003.htm |
| EX-3.1 - EXHIBIT 3.1 - COREL CORP | dp16287_ex0301.htm |
EXHIBIT
10.2
January
25, 2010
Kris
Hagerman
Chief
Executive Officer
Corel
Corporation
Subject: Amendment
to Option Grant Agreement and Employment Agreement
Dear
Kris,
Pursuant
to the terms of your Employment Agreement with Corel Corporation (the “Company”) approved by the
Company’s Board of Directors (the “Board”) to be effective as of
July 28, 2009 (the “Employment
Agreement”), and your options to purchase 1,887,708 shares of the
Company’s stock granted by the Board on July 24, 2009, each with a per share
exercise price of $2.20, (the “Option”), the Option would
become vested on a Significant Event (as defined in the Company’s 2006 Equity
Incentive Plan (as amended, the “Plan”)).
On
October 28, 2009, Corel Holdings, L.P. (together with its affiliates, “Vector”) commenced an offer to
purchase all of the Company’s stock pursuant to a tender offer (together with
any second-step acquisition described in such offer to purchase, the “Offer”). Under the
current terms of the Plan, completion of the Offer would not be considered a
Significant Event. However, the parties wish to set forth their
understanding in the event the Board of Directors takes action to cause a
Significant Event to occur in connection with the Offer.
By
signing this letter agreement, you agree that your Option will not become vested
as a result of a Significant Event which occurs, directly or indirectly, as a
result of the Offer, regardless of whether the definition of Significant Event
is amended to provide that the Offer would constitute a Significant Event under
the Plan.
The
parties agree that this letter agreement relates only to the transactions
contemplated by the Offer, and that if a Significant Event is completed by a
party other than Vector or if a Significant Event occurs other than directly or
indirectly as a result of the Offer, the Option will become vested in accordance
with its terms and the terms of the Employment Agreement. If the Offer is
terminated without Vector’s acquisition of additional shares of the Company’s
stock, this letter agreement shall terminate. Except as expressly set
forth herein, no other change is being made to your Option, which otherwise
remains outstanding and constitutes a binding obligation on the
Company. For the avoidance of doubt, you are not waiving your right
to partial vesting in the event you are terminated without cause (to the extent
provided under the Option or the Employment
Agreement)
or to your right to continued vesting on and after the Offer based on your
continued service to the Company and the vesting provisions of the
Option.
By
signing this letter agreement, you acknowledge and agree that this is a binding
amendment to your Option, and that you have read and understand the terms set
forth herein.
|
Corel
Corporation
|
/s/ Alexander R.
Slusky
Alexander
R. Slusky
Director
|
I agree
to the terms of this letter agreement.
/s/ Kris
Hagerman
Kris
Hagerman