Exhibit
10.17


 


Liquent Inc.
(formerly ESPS Inc.)


Employment
Agreement Amendment


 


This Amendment (the “Amendment”) to the
Employment Agreement by and between Liquent Inc. (formerly ESPS Inc.) (the
“Company”) and R. Richard Dool (the “Executive”), originally executed November
27, 2000, and as amended February 8, 2001 and October 3, 20002 (the “Employment
Agreement”), is entered into as of this 29th day of October, 2002.


 


WHEREAS, the Company and the Executive are
presently parties to the Employment Agreement; and


 


WHEREAS, in accordance with the terms of the
Employment Agreement, the Executive’s term of employment is scheduled to expire
at 6:00 p.m. Eastern Time on November 27, 2002; and


 


WHEREAS, the Company has previously undergone
a Change of Control (as defined in the Employment Agreement) pursuant to which
the Executive has received the Change of Control  benefits provided under the Employment Agreement; and


 


WHEREAS, the Company and the Executive desire
to amend the Employment Agreement to extend the Executive’s term of employment
and remove the provisions relating to the Change of Control benefits.


 


NOW, THEREFORE, the Employment Agreement is
hereby amended as follows:


 


1.             The
first and second paragraphs of the section captioned “Term of Employment” are deleted
in their entirety and replaced with the following:


 


Your
employment under this Agreement commenced on November 27, 2000 (the “Effective
Date”) and shall continue until December 31, 2003 (the “Term”).  Unless sooner terminated under this
Agreement, the Term shall be extended automatically (without further action by
you or the Company) by one additional year first on January 1, 2004, and on
each succeeding anniversary thereafter, unless prior to the end of the Term
(including any prior extension thereof), either you or the Company shall have
notified the other in writing of its intention not to extend the Term.  Upon notice of non-extension, the
Executive’s employment hereunder shall terminate on the close of the business
on the last day of the Term.


 


2.             All
provisions of the Employment Agreement added by the amendment dated February 8,
2001 are hereby deleted in their entirety.


 


3.             The
“Change of Control provision” added to the Employment Agreement by virtue of
Section 1 of the amendment dated October 3, 2001 is hereby deleted in its
entirety.


 

















 


4.             The
“Severance provision” added to the Employment Agreement by section 2 of the
amendment dated October 3, 2001 is hereby amended by deleting the phrase “or in
the event of a change of control (as indicated above),” located in the first
sentence of the paragraph of such section 2.


 


5.             The
second paragraph of the Employment Agreement (immediately following subsection
(v) of the definition of Cause) of the section captioned “For Cause” is hereby
deleted in its entirety.


 


6.             The
definition of Good Reason, as provided in the section of the Employment
Agreement captioned “Good Reason” is amended by adding the following new clause
to the end thereof:


 


(iii)  your delivery of written notice of
resignation at any time and for any reason during the period commencing on the
nine (9) month anniversary of a Change of Control and ending on the twelve (12)
month anniversary of a Change of Control; provided, that no Change of Control
transaction which occurred prior to September 1, 2002 shall constitute a Change
of Control for such purposes.


 


7.             Except
as provided herein and to the extent necessary to give full effect to the
provisions of this Amendment, the terms of the Employment Agreement shall
remain in full force and effect.


 


*              *              *


 


IN WITNESS WHEREOF, the parties hereto have
entered into this Amendment effective as of the date first above written.


 


	
   

  	
  LIQUENT INC.

  
	
   

  	
   

  
	
   

  	
  /s/ Vincent A. Chippari

  	
   

  
	
   

  	
  By:  Vincent A. Chippari

  
	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ R. Richard Dool

  	
   

  
	
   

  	
  R. Richard Dool

  



 


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