EX-10.1 2 g67076ex10-1.txt AMENDMENT TO EMPLOYMENT AGREEMENT 12/13/00 1 EXHIBIT 10.1 EMPLOYMENT AGREEMENT AMENDMENT This Amendment, dated and effective as of December 13, 2000, is entered into by and between CyberGuard Corporation ("Company") and Mike Wittig ("Employee"). WHEREAS, the Employee and Company are parties to an Employment Agreement dated September 30, 1998 ("Agreement"); and WHEREAS, the Employee and Company agree that it is in their mutual best interests to amend the Agreement. NOW THEREFORE, the Employee and Company agree to amend the Agreement as follows: 1. Paragraph 6 of the Agreement is hereby deleted in its entirety and the following is substituted in its place: "6. TERMINATION BY EMPLOYEE. A. TERMINATION WITH GOOD REASON. Employee may terminate this Agreement with Good Reason. "Good Reason" means: (i) The Company materially breaches the provisions of this Agreement (except those set forth in Paragraph 4a above.) and Employee provides at least 15 days' prior written notice to the Company of the existence of such breach and his intention to terminate this Agreement (no such termination shall be effective if such breach is cured during such period); or (ii) The Company fails to comply with the provisions of Paragraph 4a or to pay any amounts due under the Management Bonus Program provisions of Paragraph 4b for an uninterrupted 10 day period; or (iii) The Company requires Employee to work in a non-supervisory or non-management position; or (iv) The Company decreases Employee's compensation (salary or percentage of bonus opportunity); or (v) The Company materially reduces Employee's welfare benefits, including without limitation: paid-time-off benefit ("PTO"); paid legal and float holidays; medical, dental and cancer insurance, hospital indemnity, Flexible Spending, Short- and Long-term Disability insurance, Basic Group Term Life/Accidental Death & Dismemberment insurance, Supplemental Life/AD&D insurance, Spouse Life/Spouse AD&D insurance, Dependent Life insurance, Vision Plan, 401k plan, Employee Assistance Program; education 1 2 reimbursement program (collectively, the "Benefits"); provided, however, that any change in Benefits that is made by the Company that applies to its employees generally, shall not be considered as giving rise to "Good Reason"; or (vi) The Employee is required, without his prior written consent, to relocate his office more than seventy-five miles from the office Employee currently reports to." B. TERMINATION WITHOUT GOOD REASON. Employee may terminate this Agreement without Good Reason on 30 days notice." 2. This Amendment shall supersede any provisions of the Agreement to the extent that this Amendment conflicts with, modifies, or amends any provision of the Agreement. In all other respects the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Agreement as of the date above first written. CYBERGUARD CORPORATION EMPLOYEE By: ------------------------ --------------------------- DAVID R. PROCTOR MIKE WITTIG CHAIRMAN, CEO AND PRESIDENT 2