exv10w9w2



 





Exhibit 10.9.2




FORM OF

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 [executive]
[executive’s home address] (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 1(e) is amended in its entirety to read as follows:




     “(e) “Good Reason” means the occurrence, without the Executive’s consent and without
Cause, of any of the following events after or in connection with a Change in Control
(provided that the Executive shall have given the Company written notice describing such
event within ninety (90) days of its initial existence and the matter shall not have been
fully remedied by the Company within thirty (30) days after receipt of such notice):




     (i) any reduction of the Executive’s annual base salary or target bonus as in
effect at the date of the Change in Control; provided that any such reduction (not
exceeding fifteen percent (15%) of either (A) such base salary or (B) the sum of
such base salary and such target bonus) that is consistent with similar actions
taken with respect to the base salaries and/or target bonuses of the other senior
executives of the Company shall not constitute Good Reason;




     (ii) a material diminution in the substantive responsibilities or the scope of
the Executive’s position, taking into consideration, without limitation, the dollar
amount of the budget and the number of employees for which the Executive has
responsibility (and a reduction of more than ten percent (10%) in such dollar
amount or such number from that which was applicable at the date of the Change in
Control shall be deemed a “material diminution” unless it is comparable to similar
reductions then applicable to the Company’s executive officers generally);




     (iii) any breach by the Company of its material obligations under this
Agreement;



 









 






     (iv) any failure by the Company to obtain the assumption of this Agreement by
any successor or assign of the Company; or




     (v) any requirement that the Executive relocate to a work site that would
increase the Executive’s one-way commute distance by more than fifty (50) miles
from the Executive’s then principal residence.”



     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. Section 3(c)(iii)(A) is amended in its entirety to read as follows:




     “(iii)(A) a lump sum payment in an amount equal to one times his base salary plus his
target bonus, such salary to be the highest annual salary (excluding any bonuses) in effect
with respect to the Executive during the six-month period immediately preceding the
Executive’s termination and such target bonus to be the highest target bonus in effect with
respect to the Executive for (1) the year in which the Change in Control occurs, (2) the
year following the year in which the Change in Control occurs, or (3) the year in which the
Change in Control Termination occurs, whichever is highest, payable within thirty (30) days
after the termination date;”



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




     “Payments and benefits under this Section 3(c) shall be in lieu and without
duplication of any amounts or benefits under Section 2, and the Executive shall be entitled
to any such payments and benefits for no more than one year even if both such sections
apply. 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 payable hereunder for the full one-year period, with such
make-up payment being made within thirty (30) days of the Change in Control Termination.”



     5. 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 Code Section 409A(a)(2)(B)(i) 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



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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.”



     6. 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).”



     7. 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.”



     8. 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:  	 	 
	 	Title: 	 	 
	 
	 
	 	[NAME] 	 
	 
	 
	 	 	 




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