Amendment to Change of Control Agreement between Captaris, Inc. and David P. Anastasi
Captaris, Inc. and David P. Anastasi have amended their existing Change of Control Agreement. The amendment, effective March 23, 2007, updates the terms so that all equity awards granted to Mr. Anastasi by Captaris will immediately vest if a change in control occurs. All other terms of the original agreement remain unchanged. This amendment is signed by both parties and is legally binding.
EXHIBIT 10.2
CAPTARIS, INC.
AMENDMENT TO CHANGE OF CONTROL AGREEMENT
This Amendment to Change of Control Agreement (this “Amendment”) is entered into as of March 23, 2007 by and between Captaris, Inc., a Washington corporation (“Captaris”), and David P. Anastasi (“Executive”).
RECITALS
A. Captaris and Executive entered into a Change of Control Agreement (the “CIC Agreement”), dated as of March 15, 2005.
B. Captaris and Executive desire to amend the terms of the CIC Agreement.
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
| 1. | Amendment |
Section 6.1(d) of the CIC Agreement is hereby amended in its entirety to read as follows:
“(d) immediate vesting of all equity awards granted by the Company to the Executive outstanding as of the Change in Control Date; and”
| 2. | Full Force and Effect |
Except as otherwise amended hereby, the terms and provisions of the CIC Agreement, as amended remain unchanged.
| 3. | Counterparts |
This Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto execute this Amendment as of the date first set forth above.
| EXECUTIVE |
| /s/ DAVID P. ANASTASI |
| David P. Anastasi |
| CAPTARIS, INC. | ||
| By: | /s/ PATRICK J. SWANICK | |
| Name: | Patrick J. Swanick | |
| Title: | Chairman, Compensation Committee | |
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