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EXHIBIT 10.03
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT ("Amendment"), dated and effective as of April 26, 2000,
amends the EMPLOYMENT AGREEMENT that was made and entered into as of March 11,
1999 and amended on May 4, 1999 and on March 10, 2000 (collectively the
Employment Agreement and both amendments, the "Agreement") by and between
CyberGuard Corporation, a Florida corporation ("Company"), and David R. Proctor
("Employee").
WHEREAS, the Company, through its Board of Directors, desires to amend
the Agreement and Employee also desires to amend the Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:
A. Section 4 of the Agreement shall be amended by adding the following
subsection 4h:
H. SPECIAL OPTION. In addition to salary, bonus and options described
in the Agreement, Employee is hereby awarded an option to acquire
50,000 shares ("Special Option Shares") of Company common stock under
the Company's Stock Incentive Plan, at an exercise price of $6.50 per
share. The Special Option Shares shall vest as long as the Employee
continues to serve as a member of the Company's Board of Directors. The
vesting of the Special Option Shares shall remain unaffected by any
termination of the Employment Agreement. The Special Option Shares
shall become exercisable in 1/3 increments on the first, second and
third anniversaries of April 26, 2000 as long as the Employee continues
to serve as a member of the Board of Directors. An option agreement
("Option Agreement") shall be prepared providing for other terms and
conditions regarding the Special Option Shares that are typical of
other executives option agreements. Notwithstanding anything to the
contrary, the Option Agreement shall: (1) supersede the Employment
Agreement with respect to the Special Option Shares; and (2) continue
in full force and effect after any termination of the Employment
Agreement, provided the Employee continues to serve on the Board of
Directors at the time of termination of the Employment Agreement.
B. Other than as stated in this Amendment, the Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, this Amendment to the Agreement has been executed by the
parties as of the date first above written.
COMPANY: EMPLOYEE:
CYBERGUARD CORPORATION
By: By:
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Its: Chairman, Compensation Committee
