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Exhibit 99.5
[TRIDENT INTERNATIONAL, INC. LETTERHEAD]
May 28, 1998
▇▇▇▇▇▇ ▇▇▇▇▇▇
President and CEO
Trident International, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇▇:
Following development of details for employment arrangements with ▇▇▇ ▇▇▇▇▇, a
few minor clarifications were found desirable for his formal agreement, a number
of which apply to the text of your own 11/1/97 agreement. This letter will
confirm these clarifications and related discussions with you.
1. Any reassignment under paragraph 6.D.(iii) must not be in the ordinary
course of temporary and customary relocation for management tasks similar to
those presently performed by you, and must be for a period of more than four (4)
continuous months, in order to be considered Involuntary Termination.
2. The assignment of Trident's rights under your agreement as provided
for in paragraph 6.F.(iv) must substantially alter, impair, or otherwise
negatively affect its provisions customarily considered beneficial to you, to
constitute a Change of Control.
3, Payment to you upon your voluntary leaving the Company, or upon the
expiry or termination of your agreement in the ordinary course where there has
been no Change in Control, is limited to the one-year's Compensation payable
pursuant to Schedule A, paragraph 3, except where there has been a Change in
Control then any and all unexercised Options held by you shall become fully
vested.
4. You will not ordinarily serve on the Board of Directors of any
for-profit organization during your term of employment or your one year
non-compete period, without the consent of the Trident Board of Directors. This
would be evidenced by an additional clause (5) in Schedule B, paragraph A, and
inclusion of reference to a board position in paragraph 4 of the main text of
your agreement, which allows the Trident Board to give you a waiver of your
non-compete obligation under appropriate circumstances.
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If this reflects your understanding of the appropriate clarifications as
discussed with you, please countersign the enclosed copy of this letter and
return it to me.
Sincerely,
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 5/30/98
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Director
Accepted by:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 6/1/98
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President