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Exhibit 10.48
PERCEPTIVE SOFTWARE, INC.
CHANGE OF CONTROL AGREEMENT
THIS CHANGE OF CONTROL AGREEMENT (“Agreement”) is entered into to be effective the day of , 2010, between Perceptive
Software, Inc. (the “Company”), a subsidiary of Lexmark International, Inc. (“Lexmark”), and [EXECUTIVE] (“Executive”).
WHEREAS, Executive is the of the Company; and
WHEREAS, the Board of Directors of Lexmark (the “Board”) believes that it is in the best interests of the Company: (i) to diminish the distraction to
Executive that may arise by virtue of the personal uncertainties and risks created by a threatened or pending Change of Control (as defined in Section 1(c)
below); and (ii) to encourage Executive’s full attention and dedication to the Company currently and in the event of a threatened or pending Change of Control.
NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereto agree as follows:
1. Certain Definitions. As used in this Agreement, unless otherwise defined herein or unless the context otherwise requires, the following terms shall have the
following meanings:
(a) Cause. “Cause” means (i) the willful failure by the Executive to perform substantially the Executive’s duties with the Company or Lexmark (other than
any such failure due to physical or mental illness) after a demand for substantial performance is delivered to the Executive by the Chief Executive
Officer of the Company or Lexmark, which notice identifies the manner in which the Chief Executive Officer of the Company or Lexmark believes that
the Executive has not substantially performed his duties; (ii) the Executive engaging in willful and serious misconduct that is injurious to the Company,
Lexmark or any of their affiliates; (iii) the Executive making a substantial, abusive use of alcohol, drugs, or similar substances, and such abuse in the
Company and/or Lexmark’s judgment has affected his ability to conduct the business of the Company in a proper and prudent manner; (iv) the
Executive’s conviction of, or entering a plea of nolo contendere to, a crime that constitutes a felony, which in the Chief Executive Officer of the Company
or Lexmark’s reasonable good faith judgment has the effect of materially injuring the reputation or business of the Company; or (v) the willful and
material breach by the Executive of any of his obligations hereunder and Executive’s failure to cure such breach to the reasonable satisfaction of
Lexmark within a reasonable period, but not to exceed 60 days, following Lexmark’s notice to Executive of such breach, which notice describes such
breach in particularity, or the willful and material breach by the Executive of any written covenant or agreement with the Company or Lexmark or any of
their affiliates not to disclose any information pertaining to the Company or Lexmark or any of their affiliates or not to compete or interfere with the
Company or Lexmark or any of their affiliates.
1