Cover-All Technologies Inc.
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May 11, 2005
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c/o Cover-All Technologies Inc.
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Dear ▇▇▇▇:
We refer to the Incentive Stock Option Agreement, dated December 23,
2003 (the "Option Agreement"), between you and Cover-All Technologies Inc. (the
"Company"), as well as the Employment Agreement, dated as of December 31, 2003
(the "Employment Agreement"), between you and the Company.
As you know, in December 2003, you and the Company were engaged in
negotiations in connection with your continued employment with the Company as
its Chairman, President and Chief Executive Officer. Although those negotiations
were still on-going by December 23, 2003, the Company and you had reached
agreement with respect to one aspect of your retention package: the grant of
stock options to be awarded to you. Accordingly, on December 23, 2003, the Board
of Directors of the Company resolved to grant you five-year stock options to
purchase up to 300,000 shares of the Company's common stock in connection with
your continued employment with the Company. The type of options, vesting
schedule and certain other terms and conditions of the options were determined
at that time as well, and the Company memorialized these terms in the Option
Agreement entered into as of December 23, 2003.
This letter serves as an acknowledgement and agreement that the Options
granted to you on December 23, 2003 pursuant to the Option Agreement were
intended to and do satisfy the provisions of Section 4(c) of the Employment
Agreement, which provided for the grant, upon the commencement of your
employment thereunder, of five-year options to purchase 300,000 shares of the
Company's common stock. We also acknowledge and agree, for the avoidance of
doubt, that the fair market value of a share of common stock of the Company was
the same ($.53 per share) on each of December 23, 2003 and December 31, 2003.
Please indicate your acknowledgment of and agreement to the matters set
forth herein by signing in the space provided below.
Sincerely,
COVER-ALL TECHNOLOGIES INC.
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇
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Chief Financial Officer
Acknowledged and Agreed:
/s/ ▇▇▇▇ ▇▇▇▇▇▇
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