Chairman Compensation Agreement between Catalyst International, Inc. and Douglas B. Coder

Summary

This agreement confirms that Douglas B. Coder will receive an annual compensation of $100,000 for his role as Chairman of the Board of Catalyst International, Inc., starting January 1, 2000, and continuing through two years after the April 2002 annual shareholder meeting. The payments will continue even in the event of Mr. Coder's death, illness, or incapacity, with any remaining payments going to his spouse, designated beneficiary, or estate.

EX-10.9 8 0008.txt EXHIBIT 10.9 December 3, 1999 Mr. Douglas B. Coder Chairman of the Board Catalyst International, Inc. 8989 North Deerwood Drive Milwaukee, WI 53223 Dear Doug, As Catalyst's Board of Directors has previously agreed, this correspondence shall serve to reconfirm your annual compensation in connection with your role as Chairman of the Board of the Company. Commencing on January 1, 2000, your annual compensation shall be $100,000 until the annual shareholder meeting scheduled for April 2002. As of the 2002 Annual Shareholder Meeting and for a period of two years thereafter, your shall be paid an annual compensation of $100,000. The Company's obligation to make payments due to you shall not terminate in the event of your death, illness, disability or incapacity. If you should die during this period of time, the payments which would otherwise have been made to you shall be made to your spouse or to any other beneficiary you designate in a written notice given to the Company. If your spouse or designated beneficiary should die before all payments are made hereunder, such payments shall be made to your estate. Please indicate your acceptance of the terms hereof by signing below and returning to my attention. Sincerely, /s/ Sean P. McGowan Sean P. McGowan President & Chief Executive Officer The undersigned, Douglas B. Coder, accepts the terms hereof as of the date first above written. /s/ Douglas B. Coder - ------------------------------------------ Douglas B. Coder