exv10w8w2



 





Exhibit 10.8.2




FIRST AMENDMENT

TO THE

EXECUTIVE AGREEMENT




     THIS FIRST AMENDMENT to the Executive Agreement is made as of November 28, 2007 by and between
Parametric Technology Corporation., a Massachusetts corporation (the “Company”) and C. Richard
Harrison, 15 Claridge Drive, Weston, Massachusetts 02493 (the “Executive”).



     WHEREAS, the Company and the Executive entered into an Executive Agreement as of August 29,
2006 to provide certain payments and benefits to the Executive if his employment with the Company
is terminated without cause or if certain other events occur (the “Agreement”);



     WHEREAS, pursuant to and in accordance with Section 10 of the Agreement, the Company and the
Executive desire to amend the Agreement to, among other things, comply with the provisions of
Section 409A of the U.S. Internal Revenue Code of 1986 (“Code Section 409A”).



     NOW THEREFORE, in consideration of the foregoing promises and agreements contained herein, and
for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the Company and the Executive agree as follows:



     1. Section 3(a)(i)(C) is amended in its entirety to read as follows:




     “(C) each outstanding stock option issued under any Stock Plan and held by the
Executive shall remain exercisable, following the termination of the Executive’s
employment, until the close of business on the earlier of (i) the end of the original
maximum term of such option, or (ii) two years following the date of termination; and”



     2. Section 3(c)(ii) is amended to add the following sentence to the end thereof:




     “The Company shall pay this lump sum payment within thirty (30) days following the
Executive’s termination date.”



     3. The last sentence of the last paragraph of Section 3(c)(iii) is amended to read as follows:




     “If, in the event of a Change in Control Termination under Section 1(c)(iii), the
Executive becomes entitled to payments under this Section 3(d) after he has begun to
receive payments under Section 2, he shall be entitled to a make-up payment to ensure that
he receives the higher amount payment hereunder for the full two-year period, with such
make-up payment being made within thirty (30) days of the Change in Control Termination.”



     4. A new Section 4A, Certain Payments to Specified Employees is added to read as
follows:




     “4A. Certain Payments to Specified Employees. Notwithstanding anything to the
contrary in this Agreement, if the Executive is a “specified employee” within the meaning
of Section 409A(a)(2)(B)(i) of the U.S. Internal Revenue Code of 1986 (the “Code”) at the
time of the Executive’s separation from service with the Company (in



 









 







connection with a
Change in Control Termination or otherwise), no payment or benefit
payable or provided to the Executive pursuant to this Agreement that constitutes an
item of deferred compensation under Code Section 409A and becomes payable by reason of the
Executive’s termination of employment with the Company will be paid or provided to the
Executive prior to the earlier of (i) the expiration of the six (6) month period following
the date of the Executive’s “separation from service” (as such term is defined by Code
Section 409A and the regulations promulgated thereunder), or (ii) the date of the
Executive’s death, but only to the extent such delayed commencement is otherwise required
in order to avoid a prohibited distribution under Code Section 409A(a)(2). The payments
and benefits to which the Executive would otherwise be entitled during the first six (6)
months following his separation from service shall be accumulated and paid or provided, as
applicable, in a lump sum, on the date that is six (6) months and one day following the
Executive’s separation from service (or if such date does not fall on a business day of the
Company, the next following business day) and any remaining payments or benefits will be
paid in accordance with the normal payment dates specified for them herein.”



     5. A new Section 5(b)(iv) is added to read as follows:




     “(iv) Notwithstanding anything to the contrary in this Section 5, the Gross-Up Payment
shall in all events be paid by the Company to the Executive not later than the last day of
the calendar year next following the calendar year in which the Executive remits the
related taxes, in accordance with the requirements set forth in Treas. Reg.
§1.409A-3(i)(1)(v).”



     6. Section 10(e) is amended to add the following to the end thereof:




     “The Company’s payment of any eligible expenses must be made no later than December 31
of the year after the year in which the expense was incurred.”



     7. Except as amended hereby, the Agreement shall continue in full force and effect in
accordance with its terms.



     IN WITNESS WHEREOF, the undersigned have duly executed and delivered this First Amendment as
of the date first written above.



	 	 	 	 	 
	 	PARAMETRIC TECHNOLOGY CORPORATION

 	 
	 	By:  	/s/Barry Cohen
 	 
	 	 	Title: EVP, Strategic Services and Partners 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	C. RICHARD HARRISON

 	 
	 
	 	/s/ C. Richard Harrison
 	 
	 	 	 
	 	 	 
	 




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