{"id":40371,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/retention-agreement-computer-language-research-inc-and-brian.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"retention-agreement-computer-language-research-inc-and-brian","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/retention-agreement-computer-language-research-inc-and-brian.html","title":{"rendered":"Retention Agreement &#8211; Computer Language Research Inc. and Brian Healy"},"content":{"rendered":"<pre>\n                               RETENTION AGREEMENT\n\n\n            RETENTION AGREEMENT (this 'Agreement'), made as of January __, 1998\nby and between Computer Language Research, Inc., a Delaware corporation (the\n'Company'), and Brian Healy ('Executive'). This Agreement consists of the text\nhereof and Exhibit A attached hereto.\n\n                              W I T N E S S E T H:\n\n            WHEREAS, Executive is currently a valued key executive of the\nCompany; and\n\n            WHEREAS, the Company and The Thomson Corporation ('Thomson') are\npresently negotiating the purchase of the Company by a subsidiary of Thomson\n(the 'Acquisition') and the Company recognizes that, as a result of the\nAcquisition, uncertainty and questions could rise among management and could\nresult in the departure or distraction of management personnel to the detriment\nof the Company; and\n\n            WHEREAS, the Company considers it essential to its best interests to\nfoster the continuous employment of key management personnel, such as Executive,\nby providing for the payment of severance and other benefits in the event of\nExecutive's termination of employment following the Acquisition;\n\n            NOW, THEREFORE, in consideration of the covenants and agreements\nherein contained, the parties hereto agree as follows:\n\n            1. Employment and Duties.\n\n            The Company hereby agrees to employ Executive and Executive hereby\naccepts such employment. During the Term, as defined in Section 2 below,\nExecutive shall have such duties as may be assigned to Executive from time to\ntime by the Chief Executive Officer of the Company or the designee thereof or\nthe Board of Directors. Executive shall devote substantially all his business\ntime, attention, skill and efforts during the Term to the faithful performance\nof his duties hereunder and shall not accept employment elsewhere during the\nTerm.\n\n                                       2\n\n\n            2. Term.\n\n            The term of Executive's employment under this Agreement (the 'Term')\nshall commence on the closing date of the Acquisition and shall continue in\neffect through December 31, 1998. The provisions of this Agreement shall\ncontinue in effect beyond the Term to the extent necessary to carry out the\nintentions of the parties hereto.\n\n            3. Compensation.\n\n            During the Term, Executive shall be entitled to the following\ncompensation for his services to the Company:\n\n            (a) Base Salary. The Company shall pay Executive a base salary (the\n'Base Salary') at an annual rate of $184,000, in accordance with the ordinary\npayroll practices of the Company.\n\n            (b) Retention Bonus. In addition to the Base Salary and the Special\nBonus, Executive shall be entitled to participate in the Retention Bonus Plan\n(the 'Retention Bonus Plan') that the Company shall adopt in connection with the\nAcquisition, a copy of which is attached hereto as Exhibit A.\n\n            (c) Special Bonus. Subject to Sections 4(a) and 5 below, the Company\nshall pay Executive a Special Bonus (the 'Special Bonus') of $110,000 in a lump\nsum amount within fifteen business days after the end of the Term.\n\n            (d) Retirement, Savings and Welfare Benefit Plans. Executive and\/or\nExecutive's family, as the case may be, shall be eligible for participation in\nand shall receive all benefits under each retirement, savings and welfare\nbenefit plan of the Company, as in effect immediately prior to the Acquisition\n(or such benefits that may be substituted therefor by the Company) applicable to\nother key executives, including, without limitation, all medical, dental,\ndisability, group life, accidental death and travel accident insurance plans and\nprograms.\n\n            (e) Expenses. Executive shall be entitled to receive prompt\nreimbursement for all reasonable expenses incurred by him in the performance of\nhis duties for the Company which shall be paid to him in accordance with the\npolicies and procedures of the Company as in effect at any time thereafter with\nrespect to other key executives.\n\n                                       3\n\n\n            4. Termination of Employment.\n\n            (a) Termination for Cause; Resignation without Good Reason. The\nCompany may terminate Executive's employment hereunder for Cause (as defined in\nthe Retention Bonus Plan). If Executive's employment is terminated by the\nCompany for Cause, or by Executive for reasons other than Good Reason (as\ndefined in the Retention Bonus Plan) prior to the expiration of the Term, the\nCompany shall be obligated to make payment of any Base Salary earned prior to\nthe date of the termination of Executive's employment with the Company (the\n'Date of Termination') but not yet paid to Executive, any unreimbursed business\nexpenses and any payment from any employee benefit plan described in Section 3\nof this Agreement which shall be paid in accordance with such plan and the\ncontinuation of coverage under any insurance program as required under any such\nbenefit plan or which may be required by law. In the event of Executive's\ntermination for Cause or Resignation without Good Reason prior to the end of the\nTerm, he will not be entitled to receive the Special Bonus. Eligibility for any\nretention bonus under the Retention Bonus Plan shall be determined according to\nthe terms of the Retention Bonus Plan. Except as provided above, the Company\nshall not be obligated to make any additional payments of compensation or\nbenefits specified in Section 3 of this Agreement for any periods after the Date\nof Termination.\n\n            (b) Resignation for Good Reason; Termination without Cause.\nExecutive shall be entitled to the following compensation and benefits if\nExecutive's employment is terminated by Executive for Good Reason or by the\nCompany without Cause, in either case at any time prior to the expiration of the\nTerm:\n\n            (i) Salary Continuation. In addition to the payment of all Base\n      Salary earned but not paid, the Company shall continue to pay Executive\n      his Base Salary in accordance with the terms of this Agreement through the\n      end of the Term.\n\n            (ii) Special Bonus. Subject to Section 5 below, the Company shall\n      pay Executive the Special Bonus in accordance with the terms of this\n      Agreement.\n\n            (iii) Benefit Continuation. Executive shall continue to participate\n      in all employee benefit plans referenced in Section 3(d) above through the\n      end of the Term in accordance with the terms of this Agreement.\n\n            (iv) Lump Sum Payment under Retention Bonus Plan. Subject to Section\n      5 below, within fifteen business days following the Date of Termination,\n      the Company shall make a lump sum payment to Executive equal to the amount\n      that the Company would have owed Executive under the Retention Bonus Plan\n      had Executive continued to be employed by the Company until the second\n      anniversary of the Effective Date (as defined in the Retention Bonus\n      Plan).\n\n                                       4\n\n\n            (v) Severance Payment. Subject to Section 5, after the expiration of\n      the Term and in lieu of any other severance payment or benefit that\n      Executive would otherwise be entitled to receive under any plan, program\n      or arrangement of the Company or its affiliates except as provided in this\n      Agreement, the Company shall continue to pay Executive an amount equal to\n      his Base Salary in accordance with the terms of this Agreement beginning\n      on January 1, 1999 and continuing through December 31, 1999.\n\n            (c) Termination of Employment At or After the End of the Term. In\nthe event that Executive's employment is terminated either by Executive or by\nthe Company for any reason either at or after the end of the Term, in addition\nto the compensation and benefits that Executive is entitled to receive under\nSection 3 above, Executive shall, subject to Section 5 below, be entitled to the\nfollowing benefits:\n\n            (i) Lump Sum Payment under Retention Bonus Plan. Within fifteen\n      business following the Date of Termination, the Company shall make a lump\n      sum payment to Executive equal to the amount that the Company would have\n      owed Executive under the Retention Bonus Plan had Executive continued to\n      be employed by the Company until the second anniversary of the Effective\n      Date (as defined in the Retention Bonus Plan) to the extent such amount is\n      then unpaid.\n\n            (ii) Severance Payment. Beginning on the Date of Termination and\n      continuing through December 31, 1999, the Company shall continue to pay\n      Executive an amount equal to a pro rata portion of his Base Salary in\n      accordance with the terms of this Agreement. The parties hereto agree that\n      any payment under this Section 4(c)(ii) shall be in lieu of any other\n      severance payment or benefit that Executive would otherwise be entitled to\n      receive under any plan, program or arrangement of the Company or its\n      affiliates except as provided in this Agreement.\n\n            (d) Death or Disability Before End of Term. If Executive dies or\nincurs a Permanent Disability (as defined in the Retention Bonus Plan) prior to\nthe expiration of the Term, the Company shall be under no obligation to make\nadditional payments of the compensation and benefits described in Section 3 of\nthe Agreement to Executive or Executive's estate after the Date of Termination\nexcept for any Base Salary earned prior to the Date of Termination but not yet\npaid; provided, however, subject to Section 5 below in the event of a Permanent\nDisability, or in the event of Executive's death, the Company shall pay\nExecutive or Executive's estate, as the case may be, the Special Bonus according\nto the terms of this Agreement. The Company shall also continue to provide any\nbenefits to Executive and Executive's survivors as required by law. Eligibility\nfor the retention bonus under the Retention Bonus Plan shall be determined\naccording to the terms of the Retention Bonus Plan.\n\n                                       5\n\n\n            (e) Notice of Termination Required. No termination of employment by\nExecutive or by the Company pursuant to this Section 4 shall be effective unless\nthe terminating party shall have delivered a Notice of Termination. For purposes\nof this Agreement, a 'Notice of Termination' shall mean a written notice which\nshall indicate the specific termination provision in this Agreement, or the\nRetention Bonus Plan, if applicable, relied upon and, in the case of a\ntermination of Executive's employment by the Company for Cause or by Executive\nfor Good Reason, shall set forth in reasonable detail the facts and\ncircumstances claimed to provide a basis for termination of Executive's\nemployment under the provision so indicated.\n\n            (f) Nature of Payments. Any amounts due under this Section 4 are in\nthe nature of severance payments, liquidated damages, or both, and are not in\nthe nature of a penalty.\n\n            5. Waiver and Release.\n\n            Upon a termination by the Company without Cause or the resignation\nof Executive for Good Reason, Executive hereby acknowledges and agrees that in\norder to be entitled to receive from the Company any payment under any of\nSections 3(b), 3(c), 4(b)(ii), 4(b)(iv), 4(b)(v), 4(c)(i), or 4(c)(ii),\nExecutive shall execute a waiver and release of claims pertaining to the\nemployment of Executive by the Company substantially in the form attached as\nAppendix A to Exhibit A hereof.\n\n            6. Protection of the Company's Interests.\n\n            (a) Confidentiality. Executive hereby acknowledges and agrees that\nhe possesses and will continue to possess information which has been created,\ndiscovered, developed by or otherwise become known to Executive (including\ninformation discovered or made available by subsidiaries, affiliates or joint\nventures of the Company or in which property rights have been assigned or\notherwise conveyed to the Company), which information has commercial value to\nthe Company, including but not limited to trade secrets, innovations, processes,\ncomputer codes, data, know-how, improvements, discoveries, developments,\ntechniques, marketing plans, strategies, costs, customer and client lists, or\nany information Executive has reason to know the Company would treat as\nconfidential for any purpose, whether or not developed by Executive (hereinafter\nreferred to as 'Confidential Information'). Unless instructed in writing by the\nCompany, Executive will not, at any time, disclose to others, or use, or allow\nanyone else to disclose or use, any Confidential Information (except as may be\nnecessary in the performance of Executive's employment with the Company),\nunless, until and then only to the extent that such Confidential Information has\nbecome ascertainable or obtained from public or published sources or was\navailable to Executive on a non-confidential basis prior to any such disclosure\nor use, provided that the\n\n                                       6\n\n\nsource of such material, to Executive's knowledge upon inquiry, is or was not\nbound by an obligation of confidentiality to the Company.\n\n            (b) Restrictive Covenants. Executive hereby acknowledges that\nbecause of his skills, his position with the Company and the Confidential\nInformation to which Executive shall have access or be provided on account of\nsuch employment with the Company, competition by Executive with the Company\ncould damage the Company in a manner which cannot adequately be compensated by\ndamages or an action at law. In view of such circumstances, because of the\nConfidential Information obtained by, or disclosed to Executive, and as a\nmaterial inducement to the Company to enter into this Agreement and other good\nand valuable consideration, Executive covenants and agrees to the following (for\npurposes of this Agreement, the term 'directly or indirectly' shall be construed\nin its broadest sense and shall include the activities of the members of\nExecutive's immediate family or any partnership in which Executive is a\npartner):\n\n            (i) Noncompetition. During Executive's employment with the Company\n      and for a period of eighteen months thereafter (the 'Restricted Period'),\n      Executive shall not, directly or indirectly, in the Tax and Accounting\n      Software Business (as defined below) anywhere in the world or, without the\n      prior written consent of the Company, directly or indirectly, own an\n      interest in, manage, operate, join, control, lend money or render\n      financial or other assistance (other than customary professional\n      courtesies afforded to members of the business community) to or\n      participate in or be connected with, as an officer, employee, partner,\n      stockholder, consultant, advisor or other similar capacity, any person\n      that engages in the Tax and Accounting Software Business (other than the\n      Company or its affiliates); provided, however, that, for the purposes of\n      this Section 6(b)(i), ownership of securities having no more than one\n      percent of the outstanding voting power of any competitor which are listed\n      on any national securities exchange or traded actively in the national\n      over-the-counter market shall not be deemed to be in violation of this\n      Section 6(b)(i) so long as the person owning such securities has no other\n      connection or relationship with such competitor that would not be\n      permitted hereby. For purposes hereof, 'Tax and Accounting Software\n      Business' means the business of developing, designing, publishing,\n      marketing and distributing (i) tax compliance and tax planning software\n      and services for tax and accounting professionals within corporations,\n      banks, government agencies and accounting firms; (ii) accounting and\n      practice management software and services marketed primarily to accounting\n      firms; and (iii) other tax and accounting software products and services\n      which are developed, or are under development, by the Company during the\n      period from the Effective Time through termination of employment of\n      Executive.\n\n            (ii) Nonsolicitation of Customers. Executive hereby agrees that,\n      during the Restricted Period (other than on behalf of the Company or its\n      affiliates), Executive will\n\n                                       7\n\n\n      not in any way, directly or indirectly, for the purpose of conducting or\n      engaging in the Tax and Accounting Software Business, call upon, solicit,\n      advise or otherwise do, or attempt to do, business with any customers of\n      the Company or any affiliate of the Company with whom the Company or any\n      such affiliate had any dealings during the two year period prior to the\n      first day of the Restricted Period, or take away or interfere or attempt\n      to interfere with any customer, trade, business or patronage of the\n      Company or any affiliate.\n\n            (iii) Nonsolicitation. Executive hereby agrees that, during the\n      Restricted Period, Executive will not in any way, directly or indirectly,\n      hire, attempt to hire, interfere with or attempt to interfere with any\n      officers, employees, representatives, consultants or agents of the Company\n      or any affiliate, or any former officer, employee, representative,\n      consultant or agent of the Company or any affiliate who resigned or was\n      terminated within the prior six-month period (other than an employee whose\n      employment was terminated by the Company or an affiliate without Cause or\n      who resigned from his or her employment with the Company for Good Reason\n      as such terms are defined in the Retention Bonus Plan), or induce or\n      attempt to induce any of them to leave the employ of the Company or any\n      affiliate or violate the terms of their contracts, or any arrangements,\n      with the Company or any affiliate.\n\n            (iv) Assignment of Developments. All Developments that were or are\n      at any time made, conceived or suggested by Executive, whether acting\n      alone or in conjunction with others, during Executive's employment with\n      the Company shall be the sole and absolute property of the Company, free\n      of any reserved or other rights of any kind on the part of Executive.\n      During Executive's employment and, if such Developments were made,\n      conceived or suggested by Executive during his employment with the\n      Company, thereafter, Executive shall promptly make full disclosure of any\n      such Developments to the Company and, at the Company's cost and expense,\n      do all acts and things (including, among others, the execution and\n      delivery under oath of patent and copyright applications and instruments\n      of assignment) deemed by the Company to be necessary or desirable at any\n      time in order to effect the full assignment to the Company of Executive's\n      right and title, if any, to such Developments. For purposes of this\n      Agreement, the term 'Developments' shall mean all data, discoveries,\n      findings, reports, designs, inventions, improvements, methods, practices,\n      techniques, developments, programs, concepts, and ideas, whether or not\n      patentable, relating to the present or planned activities (with respect to\n      the Tax and Accounting Software Business) of which Executive is as of the\n      date of this Agreement aware or of which Executive during his employment\n      becomes aware, or the products and services of the Company or any of its\n      affiliates (with respect to the Tax and Accounting Software Business).\n\n                                       8\n\n\n            (v) Reasonable Limitations. Given the important nature of the\n      position Executive holds with the Company, the nature of the Company's\n      business and the sensitive nature of the Confidential Information and\n      duties Executive has with the Company, the parties acknowledge that the\n      limitations, including but not limited to, the scope of activities\n      prohibited, the geographic area covered and the time limitation, are\n      reasonable.\n\n            (vi) Remedies. In the event of an actual or threatened breach by\n      Executive of the provisions of this Section 6, the Company shall be\n      entitled to a temporary restraining order and an injunction restraining\n      Executive from such breach. Nothing herein, however, shall be construed as\n      prohibiting the Company from pursuing any other remedies available to it\n      for such actual or threatened breach, including, without limitation, the\n      recovery of damages and reasonable attorneys' and paralegals' fees and\n      costs from Executive. If Executive violates any of the covenants in this\n      Section 6, the term and the covenant violated shall be automatically\n      extended for the period of time of the violation, either from the date on\n      which Executive ceases such violation or from the date of the entry by a\n      court of competent jurisdiction of an order or judgment enforcing such\n      covenants, whichever period is later.\n\n            7. No Obligation to Mitigate.\n\n            Following termination of Executive's employment, Executive shall be\nunder no obligation to seek other employment or otherwise to mitigate damages\nresulting from his termination of employment. In addition, there shall be no\noffset against amounts due to Executive under any provision of this Agreement,\non account of any remuneration to which Executive becomes entitled from any\nperson for whom Executive subsequently provides services.\n\n            8. Successors; Binding Agreement.\n\n            This Agreement shall inure to and be binding upon the successors and\nassigns of the Company. This Agreement shall inure to the benefit of and be\nenforceable by Executive and Executive's personal or legal representatives,\nexecutors, administrators, successors, heirs, distributees, devisees and\nlegatees but shall not be assignable by Executive.\n\n            9. Notices.\n\n            Any notice hereunder by either party to the other shall be given in\nwriting by personal delivery, telex, telecopy or certified mail, return receipt\nrequested, to the address first set forth below in the case of the Company, and\nto the address set forth on the signature page\n\n                                       9\n\n\nhereof in the case of Executive (or, in either case, to such other address as\nmay from time to time be designated by notice by any party hereto for such\npurpose):\n\n                                       10\n\n\n                        Computer Language Research, Inc.\n                        2395 Midway Road\n                        Carrollton, Texas 75006\n                        Attention: General Counsel\n                        Telecopier No.: (972)250-8423\n\n                        with a copy to:\n\n                        The Thomson Corporation\n                        1 Station Place\n                        Stamford, Connecticut 06902\n                        Attention: General Counsel\n                        Telecopier No.: (203) 348-5718\n\n                        and with an additional copy to:\n\n                        Shearman &amp; Sterling\n                        599 Lexington Avenue\n                        New York, New York 10022\n                        Telecopier No. (212) 848-7179\n                        Attention: David W. Heleniak, Esq.\n\nNotice shall be deemed given, if by personal delivery, on the date of such\ndelivery or, if by telex or telecopy, on the business day following receipt of\nanswer back or telecopy confirmation or, if by certified mail, on the date shown\non the applicable return receipt.\n\n            10. Amendment and Waiver.\n\n            No provision of this Agreement may be amended, modified, waived or\ndischarged unless such amendment, modification, waiver or discharge is agreed to\nin writing and signed by Executive and the Company. No waiver by either party\nhereto at any time of any breach by the other party hereto of, or compliance\nwith, any condition or provision of this Agreement to be performed by such other\nparty shall be deemed a waiver of similar or dissimilar provisions or conditions\nat the same or at any prior or subsequent time.\n\n            11. Merger of Prior Agreements and Negotiations.\n\n            (a) This Agreement sets forth all of the promises, agreements,\nconditions and understandings between the parties hereto respecting the subject\nmatter hereof and supersedes all prior negotiations, conversations, discussions,\ncorrespondence, memoranda and agreements between the parties concerning such\nsubject matter.\n\n                                       11\n\n\n            (b) Executive and the Company acknowledge that, except as may\notherwise be provided under any other written agreement between Executive and\nthe Company, the employment of Executive by the Company is 'at will' and that,\nsubject to the provisions of Section 3 above, if Executive's employment is\nterminated by either Executive or the Company at any time prior to the beginning\nof the Term, Executive shall have no further rights under this Agreement. From\nand after the commencement of the Term, this Agreement shall supersede any other\nagreement between the parties with respect to the subject matter hereof.\n\n            12. Partial Invalidity.\n\n            If the final determination of a court of competent jurisdiction or\narbitrator declares, after the expiration of the time within which judicial\nreview (if permitted) of such determination may be perfected, that any term or\nprovision hereof is invalid or unenforceable, (a) the remaining term and\nprovisions hereof shall be unimpaired and (b) the invalid or unenforceable term\nor provision shall be deemed replaced by a term or provision that is valid and\nenforceable and that comes closest to expressing the intention of the invalid or\nunenforceable term or provision.\n\n            13. Governing Law; Legal Actions.\n\n            This Agreement shall be governed by and interpreted in accordance\nwith the laws of the State of Delaware without regard to the laws of any other\nstate or jurisdiction. Each of the Company and Executive hereby waives all right\nto trial by jury in any action or proceeding arising out of or relating to this\nAgreement. Each party will be liable for any legal fees incurred by such party\npursuant to any dispute or controversy arising hereunder.\n\n            14. Counterparts.\n\n            This Agreement may be executed in two or more counterparts, each of\nwhich shall be deemed to be an original but all of which together will\nconstitute one and the same instrument.\n\n                                       12\n\n\n            IN WITNESS WHEREOF, the parties hereto, having entered into this\nAgreement as of January , 1998.\n\n\n                                          COMPUTER LANGUAGE             \n                                          RESEARCH, INC.\n                                          \n                                          \n                                          By:__________________________\n                                          Title:\n                                          \n                                          \n                                          \n                                          \n                                          EXECUTIVE\n                                          \n                                          \n                                          _____________________________\n                                          Name: Brian Healy\n                                          Title:\n                                          Address:\n                                          \n                                          \n\n                                                                      EXHIBIT A\n\n                              RETENTION BONUS PLAN\n\n            This Retention Bonus Plan (the 'Plan') is primarily designed to\nprovide certain eligible employees of Computer Language Research, Inc.(the\n'Company') with the opportunity to participate in a special bonus retention\nprogram, provided they remain in the employ of the Company through the\ncompletion of a designated transition period following the Acquisition. The Plan\nshall become effective as of the Effective Time and shall continue in effect\nuntil terminated by the Company's Board of Directors (the 'Board') in accordance\nherewith. Capitalized terms that are not otherwise defined herein shall have the\nmeaning set forth in the Agreement and Plan of Merger among The Thomson\nCorporation ('Parent'), a wholly-owned subsidiary of the Parent and the Company.\n\nI.    ELIGIBILITY\n\n            You shall be eligible to receive your designated retention bonus\nunder the Plan if each of the following requirements is satisfied;\n\n            o     the Board has selected you for participation in the Plan and\n                  the Company has communicated such participation to Parent in\n                  writing prior to the Effective Time;\n\n            o     you remain actively employed by the Company or the Parent or a\n                  subsidiary of the Parent or the Company until the earlier to\n                  occur of (i) the completion of the Bonus Earn-Out Period\n                  designated below or (ii) the occurrence of any of the\n                  following events: (A) the involuntary termination of your\n                  employment by the Company or the Parent for any reason other\n                  than for Cause, (B) your resignation for Good Reason or (C)\n                  your death or Permanent Disability;\n\n            o     if any such agreement is attached hereto, the execution by\n                  you, and your continued compliance with, such agreement\n                  attached hereto as Appendix C; and\n\n            o     if you are terminated by the Company without Cause or resign\n                  from your employment for Good Reason, the execution by you of\n                  a waiver and release of claims pertaining to your employment\n                  with the Company, substantially in the form attached hereto as\n                  Appendix A.\n\n            The amount of your retention bonus was determined by the Board at\nthe time of your selection for participation in the Plan and is indicated on the\nretention bonus award letter\n\n                                       2\n\n\nattached hereto as Appendix B. Your retention bonus will become payable in two\ninstallments during the Bonus Earn-Out Period, and you must remain in eligible\nemployee status to receive each such installment.\n\n            No individuals other than those identified to Parent by the Company\nin writing prior to the Effective Time as participants in the Plan shall be\neligible to participate in this Plan.\n\n            You will not be eligible for any retention bonus under this Plan if\nany of the following circumstances occur:\n\n            o     You voluntarily terminate employment with the Company or the\n                  Parent other than for Good Reason.\n\n            o     You are terminated by the Company or the Parent for Cause.\n\n            For purposes of the Plan, the following definitions shall be in\neffect:\n\n            o     'Acquisition' shall mean the acquisition of the Company by the\n                  Parent or a subsidiary of the Parent.\n\n            o     'Bonus-Earn Out Period' shall mean the period beginning at the\n                  Effective Time (the 'Effective Date') and ending (i) as to 50%\n                  of the retention bonus, on the first anniversary of the\n                  Effective Date, and (ii) as to the remaining 50% of the\n                  retention bonus, on the second anniversary of the Effective\n                  Date.\n\n            o     'Cause' shall mean the termination of your employment by the\n                  Company or the Parent by reason of (i) your willful, negligent\n                  or repeated failure to perform the material duties of your\n                  position (following reasonable notice and an opportunity to\n                  cure in the event of negligent or repeated failure to perform\n                  only); (ii) any willful misconduct or gross negligence on your\n                  part which is injurious to the Company or the Parent; (iii)\n                  your conviction or plea of no contest to either (A) a felony\n                  or (B) a misdemeanor involving dishonesty or moral turpitude;\n                  or (iv) your commission of any act of fraud against, or the\n                  misappropriation of property belonging to, the Company or the\n                  Parent; or (v) your making a materially false statement to the\n                  auditors or legal counsel of the Company or the Parent or your\n                  willful falsification of any corporate document or form.\n\n            o     'Good Reason' shall mean one or more of the following changes\n                  to the terms and conditions of your employment with the\n                  Company or the Parent\n\n                                       3\n\n\n                  after the effective date of the Acquisition: (i) any material\n                  reduction in your rate of base salary (compared to your base\n                  rate of salary for the 1997 calendar year), (ii) a material\n                  reduction in your level of authority or the duties or\n                  responsibilities of your position; or (iii) a relocation of\n                  your principal place of employment by more than fifty (50)\n                  miles from your current principal place of employment,\n                  provided such reduction or relocation is effected without your\n                  written consent.\n\n            o     'Permanent Disability' shall mean your physical or mental\n                  incapacity to perform your employment duties for a total of\n                  sixteen consecutive weeks or for an aggregate of more than six\n                  months in any fourteen-month period (as determined by a\n                  physician who shall be selected by the Company and the\n                  decision of whom shall be final and conclusive).\n\nII.   TERMS OF THE PLAN\n\n            The amount of the retention bonus that will be payable to you\npursuant to the Plan shall be set forth in the award letter attached hereto as\nAppendix B.\n\n            Your retention bonus will be payable in two installments over the\nBonus Earn-Out Period. You must remain employed by the Company or the Parent on\neach installment date during the Bonus Earn-Out Period in order to receive the\ninstallment payable on that date except as provided under Part I hereof. The\npayout date for each installment during the Bonus Earn-Out Period and the\npercentage of your retention bonus which is to become due and payable on that\ndate, provided you remain actively employed by the Company or the Parent, are as\n<font size=\"2\">follows:\n\n               Payment Date                Percentage of Retention Bonus Payable\n               ------------                -------------------------------------\n      Effective Date                                        0%\n\n      First Anniversary of the Effective Date              50%\n\n      Second Anniversary of the Effective Date             50%\n\n<\/font>            However, if you become eligible for your retention bonus under the\nPlan by reason of (i) the termination of your employment with the Company or the\nParent other than for Cause, (ii) your resignation for Good Reason or (iii) your\ndeath or Permanent Disability, then you will receive the full amount of your\nretention bonus in a lump-sum payment as soon as administratively feasible\nfollowing your termination date.\n\n                                       4\n\n\n            Retention bonuses are not intended to constitute eligible earnings\nor compensation for purposes of any other employee plans, programs or\narrangements now or hereafter offered by the Company or the Parent.\n\n            Payment of your retention bonus will be subject to the collection by\nthe Company or the Parent of all applicable federal, state and local income and\nemployment withholding taxes.\n\nIII.  OTHER IMPORTANT INFORMATION\n\n            Plan Administration. Within the scope of the terms of the Plan and\nin accordance therewith, as the administrator of the Plan, the Board has full\ndiscretionary authority to administer and interpret the Plan, including the\ndiscretionary authority to determine eligibility for participation and benefits\nunder the Plan and the amount of benefits (if any) payable per participant. All\nsuch determinations by the Board shall be final, binding and conclusive upon all\npersons.\n\n            Benefits. All bonuses will be paid from the general assets of the\nCompany. The Company will not establish any trust or escrow to fund the benefits\nwhich may become due and payable under the Plan. The benefits provided under the\nPlan are not assignable or transferable. However, should a participant die prior\nto receipt of all or any portion of the retention bonus to which he or she\nbecomes entitled under the Plan, then that unpaid amount shall be paid to the\nexecutor or administrator of that participant's estate.\n\n            Successor Liability. The terms and provisions of this Plan shall be\nbinding upon any successor entity to the Company, and such successor entity\nshall accordingly be liable for the payment of all benefits which become due and\npayable under the Plan with respect to the eligible employees of the Company.\n\n            Plan Terms. The Plan supersedes any and all prior retention\narrangements, programs or plans previously offered by the Company to employees\neligible to participate in this Plan.\n\n            Taxes. The Company or the Parent will withhold taxes and all other\napplicable payroll deductions from any payment made pursuant to the Plan. Except\nto the extent otherwise agreed by the Company in writing, to the extent any\nretention bonus paid to any eligible employee under the Plan constitutes an\n'excess parachute payment' within meaning of Section 280G(b) of the Internal\nRevenue Code of 1986, as amended, that employee shall be solely responsible for\nany and all excise taxes attributable to such payment, and those excise taxes\nshall accordingly be withheld from the retention bonus payable to such\nindividual.\n\n                                       5\n\n\n            No Right to Employment. No provision of the Plan is intended to\nprovide you or any other employee with any right to continue in the employ of\nthe Company or the Parent or otherwise affect the right of the Company or the\nParent, which right is hereby expressly reserved by each such party, to\nterminate the employment of any individual at any time for any reason, with or\nwithout cause.\n\n            Applicable Law. This Plan shall be governed by the laws of the State\nof Delaware, without giving effect to the conflicts of laws principles thereof.\n\n\n                                   APPENDIX A\n\n\n              [FORM OF RELEASE FOR EXECUTIVES WITH RETENTION BONUS\n                                   AGREEMENTS]\n\n                                     [Date]\n\n[Employee Name]\n[Address]\n\n\nDear [Employee]:\n\n            This letter contains an offer by Computer Language Research, Inc.\n('the Company'), a Texas corporation, of terms for the termination of your\nemployment ('Offer'). To accept the Company's Offer, you must affix your\nsignature at the end of this letter and return it to [name] in person or by mail\npostmarked no later than [date 21 days after delivery of Offer]. If you do not\naccept the Company's Offer, you will not receive the benefits described herein.\n\n            1. Effective as of [date], your employment with the Company is\nterminated ('Termination Date'). Therefore, as of such date, you will cease to\nbe an active employee for purposes of any welfare, benefit or other plan\nmaintained by the Company and you will no longer be entitled to receive any\nsalary or wages from the Company.\n\n            2. As soon as practicable after your acceptance of the Offer, the\nCompany will pay you a Special Bonus of [             ] in a lump sum amount.\n\n            3. You shall continue to participate in all employee benefit plans\nreferenced in Section 3(d) of the Retention Agreement dated [          ] between\nyou and the Company (the 'Retention Agreement') through the end of the Term (as\ndefined in the Retention Agreement).\n\n            4. As soon as practicable after your acceptance of the Offer, the\nCompany shall make a lump sum payment to you equal to the amount that the\nCompany would have owed to you under the Retention Bonus Plan ('Retention Bonus\nPlan') had you continued to be employed by the Company until the second\nanniversary of the Effective Date (as defined in the Retention Bonus Plan).\n\n            5. After the expiration of the Term (as defined in the Retention\nAgreement, the Company shall continue to pay you an amount equal to your Base\nSalary (as defined in the Retention Agreement), according to the normal payroll\npractices of the Company, beginning on January 1, 1999 and continuing through\nDecember 31, 1999.\n\n                                       2\n\n\n            6. You are not entitled to receive benefits beyond the Termination\nDate, except (i) as specifically provided in this Agreement, (ii) in accordance\nwith the terms of any employee benefit plan maintained by the Company in which\nyou participate, or (iii) COBRA. You will be provided at a future date with\ninformation regarding your rights under COBRA to continue certain health\nbenefits at your own expense.\n\n            7. In recognition of the Offer outlined above, you hereby agree to\nrelease and discharge the Company and their present, former and future partners,\naffiliates, direct and indirect parents, subsidiaries, successors, directors,\nofficers, employees, agents, attorneys, heirs and assigns (the 'Released\nParties'), from any and all claims, actions and causes of action that you may\nhave or in the future may possess with respect to the Released Parties,\nincluding, but not limited to, claims, actions and causes of action arising out\nof your employment relationship with the Company or the termination of such\nemployment, and including, but not limited to, any claims arising under Title\nVII of the Civil Rights Act of 1964, the Rehabilitation Act of 1973, the\nAmericans With Disabilities Act of 1990, the Civil Rights Act of 1866, the Civil\nRights Act of 1991, the Employee Retirement Income Security Act of 1974, as\namended, the Family and Medical Leave Act of 1993, and any other federal, state\nor local law whether such claim arises under statute or common law and whether\nor not you are presently aware of the existence of such claim, damage, action\nand cause of action, suit or demand. You also forever release, discharge and\nwaive any right you may have to recover in any proceeding brought by any\nfederal, state or local agency against the Released Parties to enforce any laws.\nYou agree that the value received as described in this letter agreement shall be\nin full satisfaction of any and all claims, actions or causes of action for\npayment or other benefits of any kind that you may have against the Released\nParties. Notwithstanding the foregoing, this letter agreement does not apply to\nyour rights, if any, to payment of benefits pursuant to any employee benefit\nplan.\n\n            8. In further recognition of the consideration recited above, you\nhereby release and discharge the Released Parties from any and all claims,\nactions and causes of action that you may have against the Released Parties\narising under the federal Age Discrimination in Employment Act of 1967, as\namended, and the applicable rules and regulations promulgated thereunder. By\nsigning this agreement, you represent that (i) you have been given the\nopportunity to consult with the attorney(s) of your choice prior to signing this\nletter agreement and to have such attorney(s) explain the provisions of this\nletter agreement to you, (ii) that you are aware that this offer will remain\nopen for your acceptance for not less than twenty-one days, (iii) that for a\nperiod of seven days following your acceptance hereof you have the option to\nrevoke such acceptance in accordance with the terms set forth below and (iv)\nthat you have knowingly and voluntarily accepted the terms of the offer as\ndescribed herein.\n\n            9. You shall not commence or join any legal action, which term\nincludes, but is not limited to, any demand for arbitration proceedings and any\ncomplaint to any federal,\n\n                                       3\n\n\nstate or local agency, to assert any claim against a Released Party. If you\ncommence or join any legal action against a Released Party, you will indemnify\nsuch Released Party for its reasonable costs and attorneys fees incurred in\ndefending such action as well as any monetary judgment obtained by you against\nany Released Party in such action.\n\n            10. You hereby represent and warrant to the Company that you have\nreturned all computer hardware or software, files, papers, memoranda,\ncorrespondence, customer lists, financial data, credit cards, keys and security\naccess cards, and all items of any nature which are the property of the Company.\n\n            11. You acknowledge and agree that you continue to be bound by the\nrestrictive covenants included in Section 6 of the Retention Agreement between\nyou and the Company dated [         ] and that you have and shall continue to \nabide by the terms thereof.\n\n            12. During the Restricted Period (as defined in the Retention\nAgreement), you shall make all reasonable and diligent efforts to cooperate with\nthe Company in connection with all pending, threatened or future claims,\nactions, arbitrations, litigations, investigations, or injuries by any state,\nfederal, foreign or private entity, directly or indirectly arising from or\nrelating to any transaction, event or activity you were involved in,\nparticipated in, or had knowledge of, while at the Company which is asserted\nagainst any of the Released Parties. Such cooperation shall include all\nreasonable assistance that the Company determines is necessary, including, but\nnot limited to, meeting or consulting with the Company and its counsel and their\ndesignees, reviewing documents, analyzing facts and appearing or testifying as a\nwitness or interviewee or otherwise. The Company will pay you reasonable\ncompensation for your time spent in providing such services and will reimburse\nyou for all expenses incurred, including reasonable legal fees.\n\n            13. In connection with such cooperation, except as otherwise\nrequired by law, judicial order, subpoena or other lawful process, you will not\ncooperate or communicate in any way with any other party or witness or their\ncounsel or designees without the express prior written consent of the Company.\nRequests for such written consent should be directed to the Company Attention:\n[______]. You will advise the Company, Attention: [_____], as soon as\npracticable but in any event within three business days if you are contacted by\nany person, firm, corporation, association or other entity in connection with\nthe business of the Company or any claim against any of the Released Parties.\nUpon receiving such a request, the Company will respond as soon as practicable\nbut in any event within five business days by either granting or denying such\nconsent or by stating that it is not in a position to take such action due to\nthe temporary unavailability of certain individuals at the Company.\n\n                                       4\n\n\n            14. This letter shall be governed and construed in accordance with\nthe laws of the State of New York without reference to principles of conflict of\nlaws.\n\n            15. If any term or provision of this letter agreement shall be\ndetermined to be invalid or unenforceable to any extent or in any application,\nthen the remainder of this letter agreement shall not be affected thereby and\nshall be valid and enforceable.\n\n            16. No failure or delay on the part of the Company in the exercise\nof any power, right or privilege hereunder shall operate as a waiver, nor shall\nany single or partial exercise of any such power, right or privilege operate as\na waiver. The waiver by the Company of any breach or requirement of any\nprovision of this letter shall not operate as a waiver of any subsequent breach\nor requirement.\n\n            17. The rights under this letter shall inure to the benefit of the\nsuccessors and assigns of the Company.\n\n            18. If accepted by you, this letter agreement may not be amended or\nmodified except by a writing executed by you and the Company that specifically\nrefers to this letter agreement and, expressly states that it is intended to\namend one or more terms of this letter agreement or to supersede this letter\nagreement as a whole.\n\n            This Offer will remain open for your acceptance until the close of\nbusiness on [date 21 days after delivery of Offer] after which it will lapse.\n\n                                       5\n\n\n            If you accept this Offer, you are provided a period of seven\ncalendar days within which you may revoke your acceptance. If you choose to\nrevoke your acceptance of this Offer, you must provide written notice of such\nrevocation within seven (7) days of your acceptance of this offer to the\nCompany; Attention: [_____]. To accept this offer, kindly execute one of the\ncopies where indicated and return the same to me by person or mail, postmarked\nno later than [               ].\n\n                                          Very truly yours,\n\n\n                                          COMPUTER LANGUAGE RESEARCH, INC.\n\n\n                                          ---------------------------------\n                                          Name:\n                                          Title\n\nRead, agreed to and accepted\n\n\n---------------------------------\nName:                   Date:\n\n\n             [FORM OF RELEASE FOR EMPLOYEES WITHOUT RETENTION BONUS\n                                   AGREEMENTS]\n\n                                     [Date]\n\n[Employee Name]\n[Address]\n\n\nDear [Employee]:\n\n            This letter contains an offer by Computer Language Research, Inc.,\n(the 'Company'), a Texas corporation, of terms for the termination of your\nemployment ('Offer'). To accept the Company's Offer, you must affix your\nsignature at the end of this letter and return it to [name] in person or by mail\npostmarked no later than [date 21 days after delivery of Offer]. If you do not\naccept the Company's Offer, you will not receive the benefits described herein,\nyour participation in the Company's Retention Bonus Plan (the 'Retention Bonus\nPlan') shall immediately terminate and will not be entitled to any additional\nbenefits under the Retention Bonus Plan.\n\n            1. Effective as of [date], your employment with the Company is\nterminated ('Termination Date'). Therefore, as of such date, you will cease to\nbe an active employee for purposes of any welfare, benefit or other plan\nmaintained by the Company and you will no longer be entitled to receive any\nsalary or wages from the Company.\n\n            2. As soon as practicable after your acceptance of the Offer, the\nCompany shall make a lump sum payment to you equal to the amount that the\nCompany would have owed to you under the Retention Bonus Plan had you continued\nto be employed by the Company until the second anniversary of the Effective Date\n(as defined in the Retention Bonus Plan).\n\n            3. You are not entitled to receive benefits beyond the Termination\nDate, except (i) as specifically provided in this Agreement, (ii) in accordance\nwith the terms of any employee benefit plan maintained by the Company in which\nyou participate, or (iii) COBRA. You will be provided at a future date with\ninformation regarding your rights under COBRA to continue certain health\nbenefits at your own expense.\n\n            4. In recognition of the Offer outlined above, you hereby agree to\nrelease and discharge the Company and their present, former and future partners,\naffiliates, direct and indirect parents, subsidiaries, successors, directors,\nofficers, employees, agents, attorneys, heirs and assigns (the 'Released\nParties'), from any and all claims, actions and causes of action\n\n                                       2\n\n\nthat you may have or in the future may possess with respect to the Released\nParties, including, but not limited to, claims, actions and causes of action\narising out of your employment relationship with the Company or the termination\nof such employment, and including, but not limited to, any claims arising under\nTitle VII of the Civil Rights Act of 1964, the Rehabilitation Act of 1973, the\nAmericans With Disabilities Act of 1990, the Civil Rights Act of 1866, the Civil\nRights Act of 1991, the Employee Retirement Income Security Act of 1974, as\namended, the Family and Medical Leave Act of 1993, and any other federal, state\nor local law whether such claim arises under statute or common law and whether\nor not you are presently aware of the existence of such claim, damage, action\nand cause of action, suit or demand. You also forever release, discharge and\nwaive any right you may have to recover in any proceeding brought by any\nfederal, state or local agency against the Released Parties to enforce any laws.\nYou agree that the value received as described in this letter agreement shall be\nin full satisfaction of any and all claims, actions or causes of action for\npayment or other benefits of any kind that you may have against the Released\nParties. Notwithstanding the foregoing, this letter agreement does not apply to\nyour rights, if any, to payment of benefits pursuant to any employee benefit\nplan.\n\n            5. In further recognition of the consideration recited above, you\nhereby release and discharge the Released Parties from any and all claims,\nactions and causes of action that you may have against the Released Parties\narising under the federal Age Discrimination in Employment Act of 1967, as\namended, and the applicable rules and regulations promulgated thereunder. By\nsigning this agreement, you represent that (i) you have been given the\nopportunity to consult with the attorney(s) of your choice prior to signing this\nletter agreement and to have such attorney(s) explain the provisions of this\nletter agreement to you, (ii) that you are aware that this offer will remain\nopen for your acceptance for not less than twenty-one days, (iii) that for a\nperiod of seven days following your acceptance hereof you have the option to\nrevoke such acceptance in accordance with the terms set forth below and (iv)\nthat you have knowingly and voluntarily accepted the terms of the offer as\ndescribed herein.\n\n            6. You shall not commence or join any legal action, which term\nincludes, but is not limited to, any demand for arbitration proceedings and any\ncomplaint to any federal, state or local agency, to assert any claim against a\nReleased Party. If you commence or join any legal action against a Released\nParty, you will indemnify such Released Party for its reasonable costs and\nattorneys fees incurred in defending such action as well as any monetary\njudgment obtained by you against any Released Party in such action.\n\n            7. You hereby represent and warrant to the Company that you have\nreturned all computer hardware or software, files, papers, memoranda,\ncorrespondence, customer lists, financial data, credit cards, keys and security\naccess cards, and all items of any nature which are the property of the Company.\n\n                                       3\n\n\n            8. You acknowledge and agree that you continue to be bound by the\nterms of any agreement that is attached as Appendix C to the Retention Bonus\nPlan and that you have and shall continue to abide by the terms thereof.\n\n            9. Beginning on the Termination Date and continuing for eighteen\nmonths thereafter, you shall make all reasonable and diligent efforts to\ncooperate with the Company in connection with all pending, threatened or future\nclaims, actions, arbitrations, litigations, investigations, or injuries by any\nstate, federal, foreign or private entity, directly or indirectly arising from\nor relating to any transaction, event or activity you were involved in,\nparticipated in, or had knowledge of, while at the Company which is asserted\nagainst any of the Released Parties. Such cooperation shall include all\nreasonable assistance that the Company determines is necessary, including, but\nnot limited to, meeting or consulting with the Company and its counsel and their\ndesignees, reviewing documents, analyzing facts and appearing or testifying as a\nwitness or interviewee or otherwise. The Company will pay you reasonable\ncompensation for your time spent in providing such services and will reimburse\nyou for all expenses incurred, including reasonable legal fees.\n\n            10. In connection with such cooperation, except as otherwise\nrequired by law, judicial order, subpoena or other lawful process, you will not\ncooperate or communicate in any way with any other party or witness or their\ncounsel or designees without the express prior written consent of the Company.\nRequests for such written consent should be directed to the Company Attention:\n[______]. You will advise the Company, Attention: [_____], as soon as\npracticable but in any event within three business days if you are contacted by\nany person, firm, corporation, association or other entity in connection with\nthe business of the Company or any claim against any of the Released Parties.\nUpon receiving such a request, the Company will respond as soon as practicable\nbut in any event within five business days by either granting or denying such\nconsent or by stating that it is not in a position to take such action due to\nthe temporary unavailability of certain individuals at the Company.\n\n            11. This letter shall be governed and construed in accordance with\nthe laws of the State of New York without reference to principles of conflict of\nlaws.\n\n            12. If any term or provision of this letter agreement shall be\ndetermined to be invalid or unenforceable to any extent or in any application,\nthen the remainder of this letter agreement shall not be affected thereby and\nshall be valid and enforceable.\n\n            13. No failure or delay on the part of the Company in the exercise\nof any power, right or privilege hereunder shall operate as a waiver, nor shall\nany single or partial exercise of any such power, right or privilege operate as\na waiver. The waiver by the Company of any breach or requirement of any\nprovision of this letter shall not operate as a waiver of any subsequent breach\nor requirement.\n\n                                       4\n\n\n            14. The rights under this letter shall inure to the benefit of the\nsuccessors and assigns of the Company.\n\n            15. If accepted by you, this letter agreement may not be amended or\nmodified except by a writing executed by you and the Company that specifically\nrefers to this letter agreement and, expressly states that it is intended to\namend one or more terms of this letter agreement or to supersede this letter\nagreement as a whole.\n\n            This Offer will remain open for your acceptance until the close of\nbusiness on [date 21 days after delivery of Offer] after which it will lapse.\n\n            If you accept this Offer, you are provided a period of seven\ncalendar days within which you may revoke your acceptance. If you choose to\nrevoke your acceptance of this Offer, you must provide written notice of such\nrevocation within seven (7) days of your acceptance of this offer to the\nCompany; Attention: [_____]. To accept this offer, kindly execute one of the\ncopies where indicated and return the same to me by person or mail, postmarked\nno later than [ ].\n\n                                          Very truly yours,\n\n\n                                          COMPUTER LANGUAGE RESEARCH, INC.\n\n\n                                          ---------------------------------\n                                          Name:\n                                          Title\n\nRead, agreed to and accepted\n\n\n---------------------------------\nName:                   Date:\n\n\n                                   APPENDIX B\n\n\n                       [MODEL RETENTION BONUS AWARD LETTER\n                              FOR EMPLOYEES WITHOUT\n                     NONCOMPETE\/NONSOLICITATION AGREEMENTS]\n\n                              [Company Letterhead]\n\n                                                [Date]\n\n[Employee]\n[Address]\n\n\nDear [Employee]:\n\n            In recognition of your efforts and the contributions you have made\nand the future contributions we hope you will continue to make as an employee of\nComputer Language Research, Inc. (the 'Company'), we are offering you the\nopportunity to earn a special Retention Bonus (the 'Retention Bonus') in the\namount indicated below. The Retention Bonus will be fully subject to the terms\nof the Retention Bonus Plan, to which this award letter is attached as Appendix\nB.\n\n            Please note that this letter is not intended as a guarantee of\ncontinuing employment or as an employment contract governing any term or\ncondition (other than with respect to eligibility for the Retention Bonus) of\nyour at-will employment with the Company, but as an incentive to you to continue\nto work for the Company and in appreciation of your service. If you have\nquestions about this letter, please feel free to call [name] at [telephone\nnumber].\n\n                                    Computer Language Research, Inc.\n\n\n                                    By:____________________________\n\n                                    Title: __________________________\n\n\nAmount of Retention Bonus Award: $___________\n\n\n                       [MODEL RETENTION BONUS AWARD LETTER\n                               FOR EMPLOYEES WITH\n                     NONCOMPETE\/NONSOLICITATION AGREEMENTS]\n\n                                [Firm Letterhead]\n\n\n                                                [Date]\n\n[Employee]\n[Address]\n\n\nDear [Employee]:\n\n            In recognition of your efforts and the contributions you have made\nand the future contributions we hope you will continue to make as an employee of\nComputer Language Research, Inc. (the 'Company') and as consideration for your\nexecution of the agreement attached as Appendix C to the Retention Bonus Plan\n(the 'Restrictive Covenant Agreement'), we are offering you the opportunity to\nearn a special Retention Bonus (the 'Retention Bonus') in the amount indicated\nbelow. The Retention Bonus will be fully subject to the terms of the Retention\nBonus Plan, to which this award letter is attached as Appendix B. The obligation\nof the Company to pay to you the Retention Bonus is fully conditioned upon your\nexecution of the Restrictive Covenant Agreement and compliance therewith.\n\n            Please note that this letter is not intended as a guarantee of\ncontinuing employment or as an employment contract governing any term or\ncondition (other than with respect to eligibility for the Retention Bonus) of\nyour at-will employment with the Company, but as an incentive to you to continue\nto work for the Company and in appreciation of your service. If you have\nquestions about this letter, please feel free to call [name] at [telephone\nnumber].\n\n                                    Computer Language Research, Inc.\n\n\n                                    By:____________________________\n\n                                    Title: __________________________\n\n\nAmount of Retention Bonus Award: $___________\n\n\n                                   APPENDIX C\n\n\n[Date]\n\n[Name of Executive]\n[Address]\n\nDear [Name of Executive]:\n\n      In consideration of the grant of a retention bonus (the 'Bonus') under the\nRetention Bonus Plan (the 'Plan') proposed to be made pursuant to the Plan to\nwhich this agreement (the 'Agreement') is attached as Appendix C and other good\nand valuable consideration provided to you by Computer Language Research,\nInc.(the 'Company'), you hereby covenant and agree to the following:\n\n      1. Confidentiality. You possess and will continue to possess information\nwhich has been created, discovered, developed by or otherwise become known to\nyou (including information discovered or made available by subsidiaries,\naffiliates or joint ventures of the Company or in which property rights have\nbeen assigned or otherwise conveyed to the Company), which information has\ncommercial value to the Company, including but not limited to trade secrets,\ninnovations, processes, computer codes, data, know-how, improvements,\ndiscoveries, developments, techniques, marketing plans, strategies, costs,\ncustomer and client lists, or any information you have reason to know the\nCompany would treat as confidential for any purpose, whether or not developed by\nyou (hereinafter referred to as 'Confidential Information'). Unless instructed\nin writing by the Company, you will not, at any time, disclose to others, or\nuse, or allow anyone else to disclose or use, any Confidential Information\n(except as may be necessary in the performance of your employment with the\nCompany), unless, until and then only to the extent that such Confidential\nInformation has become ascertainable or obtained from public or published\nsources or was available to you on a non-confidential basis prior to any such\ndisclosure or use, provided that the source of such material, to your knowledge\nupon inquiry, is or was not bound by an obligation of confidentiality to the\nCompany.\n\n      2. Restrictive Covenants. You acknowledge that because of your skills,\nyour position with the Company and the Confidential Information to which you\nshall have access or be provided on account of such employment with the Company,\ncompetition by you with the Company could damage the Company in a manner which\ncannot adequately be compensated by damages or an action at law. In view of such\ncircumstances, because of the Confidential Information obtained by, or disclosed\nto you, and as a material inducement to the Company to grant the Bonus and other\ngood and valuable consideration, you covenant and agree to the following (for\npurposes of this Agreement, the term 'directly or indirectly' shall be construed\nin its broadest sense and shall include the activities of the members of your\nimmediate family or any partnership in which you are a partner):\n\n                                       2\n\n\n            (a) Noncompetition. During your employment with the Company and for\na period of eighteen months thereafter (the 'Restricted Period'), you shall not\n(as principal, agent, employee, consultant or otherwise), engage (other than on\nbehalf of the Company or its affiliates) directly or indirectly, in the Tax and\nAccounting Software Business (as defined below) anywhere in the world or,\nwithout the prior written consent of the Company, directly or indirectly, own an\ninterest in, manage, operate, join, control, lend money or render financial or\nother assistance (other than customary professional courtesies afforded to\nmembers of the business community) to or participate in or be connected with, as\nan officer, employee, partner, stockholder, consultant, advisor or other similar\ncapacity, any person that engages in the Tax and Accounting Software Business\n(other than the Company or its affiliates); provided, however, that, for the\npurposes of this paragraph 2(a), ownership of securities having no more than one\npercent of the outstanding voting power of any competitor which are listed on\nany national securities exchange or traded actively in the national\nover-the-counter market shall not be deemed to be in violation of this paragraph\n2(a) so long as the person owning such securities has no other connection or\nrelationship with such competitor that would not be permitted hereby. For\npurposes hereof, 'Tax and Accounting Software Business' means the business of\ndeveloping, designing, publishing, marketing and distributing (i) tax compliance\nand tax planning software and services for tax and accounting professionals\nwithin corporations, banks, government agencies and accounting firms; (ii)\naccounting and practice management software and services marketed primarily to\naccounting firms; and (iii) other tax and accounting software products and\nservices which are developed, or are under development, by the Company during\nthe period from the Effective Time through your termination of employment.\n\n            (b) Nonsolicitation of Customers. You hereby agree that, during the\nRestricted Period (other than on behalf of the Company or its affiliates), you\nwill not in any way, directly or indirectly, for the purpose of conducting or\nengaging in the Tax and Accounting Software Business, call upon, solicit, advise\nor otherwise do, or attempt to do, business with any customers of the Company or\nany affiliate of the Company with whom the Company or any such affiliate had any\ndealings during the two year period prior to the first day of the Restricted\nPeriod, or take away or interfere or attempt to interfere with any customer,\ntrade, business or patronage of the Company or any affiliate.\n\n            (c) Nonsolicitation. You hereby agree that, during the Restricted\nPeriod, you will not in any way, directly or indirectly, hire, attempt to hire,\ninterfere with or attempt to interfere with any officers, employees,\nrepresentatives, consultants or agents of the Company or any affiliate, or any\nformer officer, employee, representative, consultant or agent of the Company or\nany affiliate who resigned or was terminated within the prior six-month period\n(other than an employee whose employment was terminated by the Company or an\naffiliate without Cause or who resigned from his or her employment with the\nCompany for Good Reason as such terms are defined in the Retention Bonus Plan),\nor induce or attempt to induce\n\n                                       3\n\n\nany of them to leave the employ of the Company or any affiliate or violate the\nterms of their contracts, or any arrangements, with the Company or any\naffiliate.\n\n            (d) Assignment of Developments. All Developments that were or are at\nany time made, conceived or suggested by you, whether acting alone or in\nconjunction with others, during your employment with the Company shall be the\nsole and absolute property of the Company, free of any reserved or other rights\nof any kind on your part. During your employment and, if such Developments were\nmade, conceived or suggested by you during your employment with the Company,\nthereafter, you shall promptly make full disclosure of any such Developments to\nthe Company and, at the Company's cost and expense, do all acts and things\n(including, among others, the execution and delivery under oath of patent and\ncopyright applications and instruments of assignment) deemed by the Company to\nbe necessary or desirable at any time in order to effect the full assignment to\nthe Company of your right and title, if any, to such Developments. For purposes\nof this Agreement, the term 'Developments' shall mean all data, discoveries,\nfindings, reports, designs, inventions, improvements, methods, practices,\ntechniques, developments, programs, concepts, and ideas, whether or not\npatentable, relating to the present or planned activities (with respect to the\nTax and Accounting Software Business) of which you are as of the date of this\nAgreement aware or of which you at any time during your employment become aware,\nor the products and services of the Company or any of its affiliates (with\nrespect to the Tax and Accounting Software Business).\n\n            (e) Reasonable Limitations. Given the important nature of the\nposition you hold with the Company, the nature of the Company's business and the\nsensitive nature of the Confidential Information and duties you have with the\nCompany, the parties acknowledge that the limitations, including but not limited\nto, the scope of activities prohibited, the geographic area covered and the time\nlimitation, are reasonable.\n\n            (f) Remedies. In the event of an actual or threatened breach by you\nof the provisions of paragraphs 1 and 2 of this Agreement, the Company shall be\nentitled to a temporary restraining order and an injunction restraining you from\nsuch breach. Nothing herein, however, shall be construed as prohibiting the\nCompany from pursuing any other remedies available to it for such actual or\nthreatened breach, including, without limitation, the recovery of damages and\nreasonable attorneys' and paralegals' fees and costs from you. If you violate\nany of the covenants in paragraphs 1 and 2 of this Agreement, the term and the\ncovenant violated shall be automatically extended for the period of time of the\nviolation, either from the date on which you cease such violation or from the\ndate of the entry by a court of competent jurisdiction of an order or judgment\nenforcing such covenants, whichever period is later.\n\n            (g) Condition Precedent. You hereby acknowledge and agree that the\ncovenants set forth herein are an essential element of your entitlement to the\nRetention Bonus set forth as Appendix B to the Retention Bonus Plan to which\nthis Agreement is attached as\n\n                                       4\n\n\nAppendix C, and that, your agreement to comply and your actual compliance with\nthese covenants shall constitute the fair and equitable consideration by you for\nthe Retention Bonus.\n\n      3. Waiver of Breach and Severability. The waiver by the Company of a\nbreach of any provision of this Agreement by you shall not operate or be\nconstrued as a waiver of any subsequent breach by you. In the event any\nprovision of this Agreement is found to be invalid or unenforceable, it may be\nsevered from the Agreement and the remaining provision of the Agreement shall\ncontinue to be binding and effective; provided, however, that, if possible, it\nis the intention of each of the parties that such provision be construed and\ninterpreted as narrowly as necessary in order to make such provision valid and\nenforceable.\n\n      4. Entire Agreement. This instrument contains the entire agreement of the\nparties and supersedes any prior understandings and agreements between them\nrespecting the subject matter of this Agreement. It may not be changed orally,\nbut only by an agreement in writing signed by the party against whom enforcement\nof any waiver, change, modification, extension or discharge is sought.\n\n      5. Counterparts. This Agreement may be executed in several counterparts,\neach of which shall be deemed to be an original but all of which together will\nconstitute one and the same instrument.\n\n      6. Governing Law. This Agreement shall be construed in accordance with and\ngoverned by the laws of the State of Delaware without regard to the laws of any\nother state or jurisdiction. Each of you and the Company hereby irrevocably\nwaives all right to trial by jury in any action, proceeding or counterclaim\narising out of or relating to this Agreement.\n\n\n                                          COMPUTER LANGUAGE RESEARCH, INC.\n\n\n                                                By:_____________________________\n                                                   Name:\n                                                   Title:\n\nACKNOWLEDGED AND AGREED\nAS OF THE DATE FIRST ABOVE WRITTEN\n\n\n____________________________\n[Name of Employee]\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9052],"corporate_contracts_industries":[9468],"corporate_contracts_types":[9539,9544],"class_list":["post-40371","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-thomson-corp","corporate_contracts_industries-media__other","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40371","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40371"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40371"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40371"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40371"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}