exv10w22



 



Exhibit 10.22


AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT



          THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT dated August 4, 2001 by and
between Retek Inc., a Delaware corporation (the “Company”), and John Buchanan
(the “Executive”) and effective July 1, 2003.



          WHEREAS, the Executive and the Company are parties to that certain
Employment Agreement dated August 4, 2001, and mutually desire to amend the
same as set forth herein,



          NOW, THEREFORE, in consideration of the premises and the mutual covenants
set forth below, the parties hereby agree as follows:



     1.     Section 2 “Term” is amended in its entirety as follows:



		
	 	     “2. Term. The Executive’s employment by the Company hereunder (the
“Employment Period”) shall begin on July 1, 2003 (the “Effective Date”) and
end on September 30, 2004 (“The Initial Term”). This Agreement shall
automatically renew for additional one (1) year terms commencing October 1,
2005 and October 1, 2006 (each “a “Renewal Term”) on the same terms and
conditions as set forth herein, subject however to the unilateral option of
the Board of Directors of the Company to terminate any annual Renewal Term,
said option to be exercised by written Notice not less than thirty days
prior to the commencement of any Renewal Term; provided however, that if
the Board of Directors exercises the option to terminate the Agreement
prior to the start of any Renewal Term, the Executive shall receive all
compensation and related consideration under Section hereof, and shall
further immediately vest one hundred percent (100%) of the then outstanding
unvested stock options held by Executive as of the date of notice of
exercise of the option to terminate. For purposes of this Agreement the
terms “Initial Term” and “Renewal Term” collectively mean the “Employment
Period”.



     2.     Section 5 “Compensation and Related Matters” subsections (a) and (b)
are amended in by deleting existing subsections (a) and (b) and substituting
therefore as follows:


          “5. Compensation and Related Matters.




		
	 	     (a) Base Salary. During the Employment Period, the Company shall pay
the Executive an annualized base salary at the rate of not less than $6,000
per year and prorated for period of less than a full year (“Base Salary”)
payable monthly in $500 increments. The Executive’s Base Salary shall be
paid in approximately equal installments in accordance with the Company’s
customary payroll practices. If the Executive’s Base Salary is increased
by the Company, such increased Base Salary shall then constitute the Base
Salary for all purposes of this Agreement.”



 






 






          "(b) Bonus. No bonus shall be paid to Executive.”



          3. Section 8 “Compensation Upon Termination or During Disability”
subsections (a) and (b) are amended in by deleting existing subsections (a) and
(b) and substituting therefore as follows:




	 	 	 “8. Compensation Upon Termination or During Disability. In the event the
Executive is disabled or his employment terminates during the Employment
Period, the Company shall provide the Executive with the payments and
benefits set forth below. The Executive acknowledges and agrees that the
payments set forth in this Section 8 constitute liquidated damages for
termination of his employment during the Employment Period.




		
	 	     (a) Termination By Company without Cause, by Executive for Good
Reason, or by Reason of Disability or Death. If the Executive’s employment
is terminated by the Company without Cause, by the Executive for Good
Reason, or by Reason of Disability or Death:




		
	 	          (i) the Company shall pay to the Executive, within thirty days of the
Date of Termination, a lump sum payment equal to the sum of (A) annualized
Base Salary through the End Date, and (B) shall vest as of the Date of
Termination one hundred (100%) percent of his then unvested stock options
as reflected in the records of the employee stock option plan administrator
for the Company;”



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	 	     "(b) Cause or By Executive Without Good Reason. If the Executive’s
employment is terminated by the Company for Cause or by the Executive other
than for Good Reason, then the Company shall provide the Executive with his
Base Salary through the Date of Termination and pay for the reimbursement
of expenses under Section 5(c) hereof and shall have no further obligation
to the Executive hereunder.”



          4.     Section 12 “Notice” is amended by deleting Executive’s and Company’s
addresses and substituting the following address:




	 	 	 	If to the Executive:

 

 

Or at his residence address most recently filed with the Company.
	 
	 	 	 	 
	 
	 	 	 	If to the Company:



 






 





	 	 	 	Retek Inc.

950 Nicollet Mall

Minneapolis, MN 55403

Attention: Chief Financial Officer



          5. Effect of Amendment No. 1. Except to the extent amended herein, all
other terms and conditions shall remain in full force and effect.



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first above written.



	 	 	 	 	 
	 	 	RETEK INC.
	 	 	 	 	 
	 	 	 	
By:	 
	 	 	 	 	

	 	 	 	EXECUTIVE
	 	 	 	 	 
	 	 	 	 	

	 	 	 	 	John Buchanan