Change of Control Bonus Letter Agreement between Inso Corporation and Stephen O. Jaeger (02/15/2000)

Summary

This agreement between Inso Corporation and Stephen O. Jaeger provides that Jaeger will receive a one-time $150,000 cash bonus if a Change of Control of Inso occurs, provided he is serving as Chairman or CEO at the time a definitive agreement for such a transaction is executed. The agreement defines what constitutes a Change of Control and confirms that this bonus is in addition to any compensation under Jaeger's existing employment agreement. The agreement is governed by Massachusetts law.

EX-10.2 3 0003.txt LETTER AGREEMENT (JAEGER) 02/15/2000 EXHIBIT 10.2 February 15, 2000 Stephen O. Jaeger 11 Topstone Road Redding, Connecticut ###-###-#### Dear Steve: This letter agreement ("Agreement"), effective the 15th day of February, 2000, is by and between you and Inso Corporation ("Inso"), and provides for the potential payment by Inso to you of a one-time bonus in the event of a Change of Control of Inso (as defined below). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and Inso agree as follows: In order to focus and reward your efforts relative to the ongoing management of Inso, Inso agrees to pay you, upon consummation of a transaction in which a Change of Control of Inso occurs, a one-time cash bonus of $150,000 (the "Transaction Compensation"), provided that you are employed as either the Chairman or CEO of Inso at the time of the execution of a definitive agreement of a transaction which will result in a Change of Control of Inso. The Transaction Compensation is in addition to, and not in lieu of, any compensation or benefits to which you are entitled under the Employment Agreement, effective the 1st day of April, 1999, by and between you and Inso (the "Employment Agreement"), which is hereby ratified and confirmed. For purposes of this Agreement, a "Change of Control of Inso" shall have the following meaning: (1) the stockholders of Inso approve a merger or consolidation of Inso with any other corporation or other legal entity, other than (A) a merger or consolidation which would result in the voting securities of Inso outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of Inso or such surviving entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of Inso (or similar transaction) in which no person (as hereinabove defined), other than a person holding more than 50% of the combined voting power of Inso's then outstanding securities immediately prior to such recapitalization, acquires more than 50% of the combined voting power of Inso's then outstanding securities; or (2) the stockholders of Inso approve an agreement for the sale or disposition by Inso of all or substantially all of Inso's assets. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to conflict of laws principles, and shall be deemed to be performed in Massachusetts. This Agreement may not be altered, modified or amended except by a written instrument signed by you and an authorized representative of Inso. Please countersign both copies of this letter agreement where indicated below, and return one fully executed copy to me. Sincerely, Inso Corporation /s/ Kirby A. Mansfield - ----------------------- Kirby A. Mansfield President Accepted and Agreed: /s/ Stephen O. Jaeger - ---------------------- Stephen O. Jaeger