**Exhibit 10.1**Change-in-Control Agreement     THIS AGREEMENT by and between Applix, Inc., a Massachusetts corporation (the “Company”), andChanchal Samanta (the “Employee”) is made as of January 5, 2006 (the “Effective Date”).     WHEREAS, the Company recognizes that, as is the case with many publicly-held corporations, thepossibility of a change in control of the Company exists and that such possibility, and theuncertainty and questions which it may raise among key personnel, may result in the departure ordistraction of key personnel to the detriment of the Company and its stockholders, and     WHEREAS, the Company has determined that appropriate steps should be taken to reinforce andencourage the continued employment and dedication of the Company’s key personnel withoutdistraction from the possibility of a change in control of the Company and related events andcircumstances.     NOW, THEREFORE, as an inducement for and in consideration of the Employee remaining in itsemploy, the Company agrees that the Employee shall receive the severance benefits set forth in thisAgreement in the event the Employee’s employment with the Company is terminated under thecircumstances described below subsequent to a Change in Control (as defined in Section 1.1).     1.    Key Definitions.     As used herein, the following terms shall have the following respective meanings:            1.1    “Change in Control” means an event or occurrence set forth in any one or more ofsubsections (a) through (d) below (including an event or occurrence that constitutes a Change inControl under one of such subsections but is specifically exempted from another such subsection):                    (a)    the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3)or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”)of beneficial ownership of any capital stock of the Company if, after such acquisition, such Personbeneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 50% or moreof either (i) the then-outstanding shares of common stock of the Company (the “Outstanding CompanyCommon Stock”) or (ii) the combined voting power of the then-outstanding securities of the Companyentitled to vote generally in the election of directors (the “Outstanding Company VotingSecurities”); provided, however, that for purposes of this subsection (a), the followingacquisitions shall not constitute a Change in Control: (i) any acquisition directly from theCompany (excluding an acquisition pursuant to the exercise, conversion or exchange of any securityexercisable for, convertible into or exchangeable for common stock or voting securities of theCompany, unless the Person exercising, converting or exchanging such security acquired suchsecurity directly from the Company or an underwriter or agent of the Company), (ii) any acquisitionby the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the
 

 
Company or any corporation controlled by the Company, or (iv) any acquisition by any corporationpursuant to a transaction which complies with clauses (i) and (ii) of subsection (c) of thisSection 1.1; or                    (b)    such time as the Continuing Directors (as defined below) do not constitute a majority ofthe Board of Directors of the Company (the “Board”) (or, if applicable, the Board of Directors of asuccessor corporation to the Company), where the term “Continuing Director” means at any date amember of the Board (i) who was a member of the Board on the date of the execution of thisAgreement or (ii) who was nominated or elected subsequent to such date by at least a majority ofthe directors who were Continuing Directors at the time of such nomination or election or whoseelection to the Board was recommended or endorsed by at least a majority of the directors who wereContinuing Directors at the time of such nomination or election; provided, however,that there shall be excluded from this clause (ii) any individual whose initial assumption ofoffice occurred as a result of an actual or threatened election contest with respect to theelection or removal of directors or other actual or threatened solicitation of proxies or consents,by or on behalf of a person other than the Board; or                    (c)    the consummation of a merger, consolidation, reorganization, recapitalization or statutoryshare exchange involving the Company or a sale or other disposition of all or substantially all ofthe assets of the Company in one or a series of transactions (a “Business Combination”), unless,immediately following such Business Combination, each of the following two conditions is satisfied:(i) all or substantially all of the individuals and entities who were the beneficial owners of theOutstanding Company Common Stock and Outstanding Company Voting Securities immediately prior tosuch Business Combination beneficially own, directly or indirectly, more than 50% of thethen-outstanding shares of common stock and the combined voting power of the then-outstandingsecurities entitled to vote generally in the election of directors, respectively, of the resultingor acquiring corporation in such Business Combination (which shall include, without limitation, acorporation which as a result of such transaction owns the Company or substantially all of theCompany’s assets either directly or through one or more subsidiaries) (such resulting or acquiringcorporation is referred to herein as the “Acquiring Corporation”) in substantially the sameproportions as their ownership, immediately prior to such Business Combination, of the OutstandingCompany Common Stock and Outstanding Company Voting Securities, respectively; and (ii) no Person(excluding the Acquiring Corporation or any employee benefit plan (or related trust) maintained orsponsored by the Company or by the Acquiring Corporation) beneficially owns, directly orindirectly, 30% or more of the then outstanding shares of common stock of the AcquiringCorporation, or of the combined voting power of the then-outstanding securities of such corporationentitled to vote generally in the election of directors (except to the extent that such ownershipexisted prior to the Business Combination); or                    (d)    approval by the stockholders of the Company of a complete liquidation or dissolution ofthe Company.            1.2    “Change in Control Date” means the first date during the Term (as defined inSection 2) on which a Change in Control occurs. Anything in this Agreement to the contrarynotwithstanding, if (a) a Change in Control occurs, (b) the Employee’s employment with theCompany is terminated prior to the date on which the Change in Control occurs, and (c) it is
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reasonably demonstrated by the Employee that such termination of employment (i) was at the requestof a third party who has taken steps reasonably calculated to effect a Change in Control or (ii)otherwise arose in connection with or in anticipation of a Change in Control, then for all purposesof this Agreement the “Change in Control Date” shall mean the date immediately prior to the date ofsuch termination of employment.            1.3    “Cause” means:                    (a)    the Employee’s willful and continued failure to substantially perform his/her reasonableassigned duties as an employee of the Company (other than any such failure resulting fromincapacity due to physical or mental illness or any failure after the Employee gives notice oftermination for Good Reason), which failure is not cured within 30 days after a written demand forsubstantial performance is received by the Employee from the Company which specifically identifiesthe manner in which the Company believes the Employee has not substantially performed theEmployee’s duties; or                    (b)    the Employee’s willful engagement in illegal conduct or gross misconduct which ismaterially and demonstrably injurious to the Company.     For purposes of this Section 1.3, no act or failure to act by the Employee shall be considered“willful” unless it is done, or omitted to be done, in bad faith and without reasonable belief thatthe Employee’s action or omission was in the best interests of the Company.            1.4    “Good Reason” means the occurrence, without the Employee’s written consent, of anyof the events or circumstances set forth in clauses (a) through (g) below. Notwithstanding theoccurrence of any such event or circumstance, such occurrence shall not be deemed to constituteGood Reason if, prior to the Date of Termination specified in the Notice of Termination (each asdefined in Section 3.2(a)) given by the Employee in respect thereof, such event or circumstance hasbeen fully corrected and the Employee has been reasonably compensated for any losses or damagesresulting therefrom (provided that such right of correction by the Company shall only apply to thefirst Notice of Termination for Good Reason given by the Employee).                    (a)    the assignment to the Employee of duties inconsistent in any material respect with theEmployee’s position (including status, offices, titles and reporting requirements), authority orresponsibilities in effect immediately prior to the earliest to occur of (i) the Change in ControlDate, (ii) the date of the execution by the Company of the initial written agreement or instrumentproviding for the Change in Control or (iii) the date of the adoption by the Board of Directors ofa resolution providing for the Change in Control (with the earliest to occur of such dates referredto herein as the “Measurement Date”), or any other action or omission by the Company which resultsin a material diminution in such position, authority or responsibilities; provided, however, thatif the Employee terminates his/her employment for Good Reason pursuant to this paragraph, he/shemust provide to the Company or the acquiring entity, during the three month period following theChange in Control Date, such cooperation as the Company or acquiring entity may reasonably requestwith respect to transition matters, which cooperation shall not entail a commitment by the Employeeof more than 20 hours per month;
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                    (b)    a reduction in the Employee’s annual base salary as in effect on the Measurement Date oras the same was or may be increased thereafter from time to time;                    (c)    the failure by the Company to (i) continue in effect any material compensation or benefitplan or program (including without limitation any life insurance, medical, health and accident ordisability plan and any vacation or automobile program or policy) (a “Benefit Plan”) in which theEmployee participates or which is applicable to the Employee immediately prior to the MeasurementDate, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) hasbeen made with respect to such plan or program, (ii) continue the Employee’s participation therein(or in such substitute or alternative plan) on a basis not materially less favorable, both in termsof the amount of benefits provided and the level of the Employee’s participation relative to otherparticipants, than the basis existing immediately prior to the Measurement Date or (iii) award cashbonuses to the Employee in amounts and in a manner substantially consistent with past practice inlight of the Company’s financial performance;                    (d)    a change by the Company in the location at which the Employee performs his/her principalduties for the Company to a new location that is both (i) outside a radius of 35 miles from theEmployee’s principal residence immediately prior to the Measurement Date and (ii) more than 20miles from the location at which the Employee performed his/her principal duties for the Companyimmediately prior to the Measurement Date; or a requirement by the Company that the Employee travelon Company business to a substantially greater extent than required immediately prior to theMeasurement Date;                    (e)    the failure of the Company to obtain the agreement from any successor to the Company toassume and agree to perform this Agreement, as required by Section 6.1;                    (f)    any failure of the Company to pay or provide to the Employee any portion of the Employee’scompensation or benefits due under any Benefit Plan within seven days of the date such compensationor benefits are due, or any material breach by the Company of this Agreement or any employmentagreement with the Employee.     For purposes of this Agreement, any good faith determination of “Good Reason” made by theEmployee shall be conclusive, binding and final. The Employee’s right to terminate his/heremployment for Good Reason shall not be affected by his/her incapacity due to physical or mentalillness.            1.5    “Disability” means the Employee’s absence from the full-time performance of theEmployee’s duties with the Company for 180 consecutive calendar days as a result of incapacity dueto mental or physical illness which is determined to be total and permanent by a physician selectedby the Company or its insurers and acceptable to the Employee or the Employee’s legalrepresentative.     2.    Term of Agreement. This Agreement, and all rights and obligations of the partieshereunder, shall take effect upon the Effective Date and shall expire upon the first to occur of(a) the expiration of the Term (as defined below) if a Change in Control has not occurred duringthe
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Term, (b) the termination of the Employee’s employment prior to the Change in Control Date,(c) the date 12 months after the Change in Control Date, if the Employee is still employed by theCompany as of such later date, or (d) the fulfillment by the Company of all of its obligationsunder Sections 4 and 5.2 if the Employee’s employment with the Company terminates within 12 monthsfollowing the Change in Control Date. “Term” shall mean the period commencing as of the EffectiveDate and continuing in effect through December 31, 2006; provided, however, that commencingon January 1**,**2007 and each January 1 thereafter, the Term shall be automatically extended for oneadditional year unless, not later than 90 days prior to the scheduled expiration of the Term (orany extension thereof), the Company shall have given the Employee written notice that the Term willnot be extended.     3.    Employment Status; Termination Following Change in Control.            3.1    Not an Employment Contract. The Employee acknowledges that this Agreement doesnot constitute a contract of employment or impose on the Company any obligation to retain theEmployee as an employee and that this Agreement does not prevent the Employee from terminatingemployment at any time. If the Employee’s employment with the Company terminates for any reasonand subsequently a Change in Control shall occur, the Employee shall not be entitled to anybenefits hereunder except as otherwise provided pursuant to Section 1.2.            3.2    Termination of Employment.                    (a)    If the Change in Control Date occurs during the Term, any termination of the Employee’semployment by the Company or by the Employee within 12 months following the Change in Control Date(other than due to the death of the Employee) shall be communicated by a written notice to theother party hereto (the “Notice of Termination”), given in accordance with Section 7. Any Noticeof Termination shall: (i) indicate the specific termination provision (if any) of this Agreementrelied upon by the party giving such notice, (ii) to the extent applicable, set forth in reasonabledetail the facts and circumstances claimed to provide a basis for termination of the Employee’semployment under the provision so indicated and (iii) specify the Date of Termination (as definedbelow). The effective date of an employment termination (the “Date of Termination”) shall be theclose of business on the date specified in the Notice of Termination (which date may not be lessthan 15 days or more than 120 days after the date of delivery of such Notice of Termination), inthe case of a termination other than one due to the Employee’s death, or the date of the Employee’sdeath, as the case may be.                    (b)    The failure by the Employee or the Company to set forth in the Notice of Termination anyfact or circumstance which contributes to a showing of Good Reason or Cause shall not waive anyright of the Employee or the Company, respectively, hereunder or preclude the Employee or theCompany, respectively, from asserting any such fact or circumstance in enforcing the Employee’s orthe Company’s rights hereunder.                    (c)    Any Notice of Termination for Cause given by the Company must be given within 90 days ofthe occurrence of the event(s) or circumstance(s) which constitute(s) Cause.
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     4.    Benefits to Employee.            4.1    Stock Option Acceleration. If the Change in Control Date occurs during the Term,then, effective upon the Change in Control Date, each outstanding option to purchase shares ofCommon Stock of the Company held by the Employee shall become immediately exercisable in full andwill no longer be subject to a right of repurchase by the Company.            4.2    Compensation. If the Change in Control Date occurs during the Term and theEmployee’s employment with the Company terminates within 12 months following the Change in ControlDate, the Employee shall be entitled to the following benefits:                    (a)    Termination Without Cause or for Good Reason. If the Employee’s employment withthe Company is terminated by the Company (other than for Cause, Disability or Death) or by theEmployee for Good Reason within 12 months following the Change in Control Date, then the Employeeshall be entitled to the following benefits:                            (i)    the Company shall pay to the Employee in a lump sum in cash within 30 days after the Dateof Termination the sum of (A) the Employee’s base salary through the Date of Termination, (B) anyaccrued bonus which the Employee is entitled to receive as of the Date of Termination, (C) theamount of any compensation previously deferred by the Employee (together with any accrued interestor earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid(the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to asthe “Accrued Obligations”); and                            (ii)    for three months after the Date of Termination, the Company shall continue to pay to theEmployee his/her highest annual base salary during the three-year period prior to the Date ofTermination.                    (b)    Resignation without Good Reason; Termination for Cause or for Death or Disability.If the Employee voluntarily terminates his/her employment with the Company within 12 monthsfollowing the Change in Control Date, excluding a termination for Good Reason, or if the Employee’semployment with the Company is terminated by the Company for Cause or by reason of the Employee’sdeath or Disability within 12 months following the Change in Control Date, then the Company shallpay the Employee (or his/her estate, if applicable), in a lump sum in cash within 30 days after theDate of Termination, the Accrued Obligations.     5.    Disputes.            5.1    Settlement of Disputes; Arbitration. All claims by the Employee for benefitsunder this Agreement shall be directed to and determined by the Board of Directors of the Companyand shall be in writing. Any denial by the Board of Directors of a claim for benefits under thisAgreement shall be delivered to the Employee in writing and shall set forth the specific reasonsfor the denial and the specific provisions of this Agreement relied upon. The Board of Directorsshall afford a reasonable opportunity to the Employee for a review of the decision denying a claim.Any further dispute or controversy arising under or in connection with this Agreement shall besettled exclusively by arbitration in Boston, Massachusetts, in
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accordance with the rules of the American Arbitration Association then in effect. Judgmentmay be entered on the arbitrator’s award in any court having jurisdiction.            5.2     Expenses. The Company agrees to pay as incurred, to the full extent permitted bylaw, all legal, accounting and other fees and expenses which the Employee may reasonably incur as aresult of any claim or contest (regardless of the outcome thereof) by the Company, the Employee orothers regarding the validity or enforceability of, or liability under, any provision of thisAgreement or any guarantee of performance thereof (including as a result of any contest by theEmployee regarding the amount of any payment or benefits pursuant to this Agreement), plus in eachcase interest on any delayed payment at the applicable Federal rate provided for in Section7872(f)(2)(A) of the Code.     6.    Successors.            6.1    Successor to Company. The Company shall require any person or entity thatpurchases all or substantially all of the assets of the Company expressly to assume and agree toperform this Agreement to the same extent that the Company would be required to perform it if nosuch purchase had taken place. As used in this Agreement, “Company” shall mean the Company asdefined above and any successor to its business or assets as aforesaid which assumes and agrees toperform this Agreement, by operation of law or otherwise.            6.2    Successor to Employee. This Agreement shall inure to the benefit of and beenforceable by the Employee’s personal or legal representatives, executors, administrators,successors, heirs, distributees, devisees and legatees. If the Employee should die while anyamount would still be payable to the Employee or his/her family hereunder if the Employee hadcontinued to live, all such amounts, unless otherwise provided herein, shall be paid in accordancewith the terms of this Agreement to the executors, personal representatives or administrators ofthe Employee’s estate.     7.    Notice. All notices, instructions and other communications given hereunder or inconnection herewith shall be in writing. Any such notice, instruction or communication shall besent either (i) by registered or certified mail, return receipt requested, postage prepaid, or (ii)prepaid via a reputable nationwide overnight courier service, in each case addressed to theCompany, at 289 Turnpike Road, Westboro, Massachusetts 01581, and to the Employee at the addressset forth below his/her name on the signature page hereto (or to such other address as either theCompany or the Employee may have furnished to the other in writing in accordance herewith). Anysuch notice, instruction or communication shall be deemed to have been delivered five business daysafter it is sent by registered or certified mail, return receipt requested, postage prepaid, or onebusiness day after it is sent via a reputable nationwide overnight courier service. Either partymay give any notice, instruction or other communication hereunder using any other means, but nosuch notice, instruction or other communication shall be deemed to have been duly delivered unlessand until it actually is received by the party for whom it is intended.
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     8.    Miscellaneous.            8.1    Employment by Subsidiary. For purposes of this Agreement, the Employee’semployment with the Company shall not be deemed to have terminated solely as a result of theEmployee continuing to be employed by a wholly-owned subsidiary of the Company.            8.2    Severability. The invalidity or unenforceability of any provision of thisAgreement shall not affect the validity or enforceability of any other provision of this Agreement,which shall remain in full force and effect.            8.3    Injunctive Relief. The Company and the Employee agree that any breach of thisAgreement by the Company is likely to cause the Employee substantial and irrevocable damage andtherefore, in the event of any such breach, in addition to such other remedies which may beavailable, the Employee shall have the right to specific performance and injunctive relief.            8.4    Governing Law. The validity, interpretation, construction and performance of thisAgreement shall be governed by the internal laws of the Commonwealth of Massachusetts, withoutregard to conflicts of law principles.            8.5    Waivers. No waiver by the Employee at any time of any breach of, or compliancewith, any provision of this Agreement to be performed by the Company shall be deemed a waiver ofthat or any other provision at any subsequent time.            8.6    Counterparts. This Agreement may be executed in counterparts, each of which shallbe deemed to be an original but both of which together shall constitute one and the sameinstrument.            8.7    Tax Withholding. Any payments provided for hereunder shall be paid net of anyapplicable tax withholding required under federal, state or local law.            8.8    Entire Agreement. This Agreement sets forth the entire agreement of the partieshereto in respect of the subject matter contained herein and supersedes all prior agreements(including but not limited to any stock option acceleration agreement between the Company and theEmployee), promises, covenants, arrangements, communications, representations or warranties,whether oral or written, by any officer, employee or representative of any party hereto in respectof the subject matter contained herein; and any prior agreement of the parties hereto in respect ofthe subject matter contained herein is hereby terminated and cancelled. Notwithstanding theforegoing, in the event that this Agreement is terminated as a result of (a) the expiration of theTerm prior to the occurrence of a Change in Control or (b) the termination of the Employee’semployment by the Company prior to the Change in Control Date, any such stock option accelerationagreement shall not be superseded and shall continue in full force and effect in accordance withits terms.
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            8.9    Amendments. This Agreement may be amended or modified only by a writteninstrument executed by both the Company and the Employee.*[Remainder of page intentionally left blank.]*
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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and yearfirst set forth above.      Applix, Inc.