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Employment Agreement
Employment Agreement (22K)
Doc #101392: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS AGREEMENT is entered into as of January 1, 2003, by and between
SANJAY MITTAL (the "Employee") and SELECTICA, INC., a Delaware corporation (the
"Company").
1. DUTIES AND SCOPE OF EMPLOYMENT.
(a) POSITION. For the term of his employment under this Agreement
(the "Employment"), the Company agrees to employ the Employee in the position of
Chief Executive Officer. The Employee shall report to the Company's Board of
Directors (the "Board").
(b) OBLIGATIONS TO THE COMPANY. During his Employment, the Employee
shall devote his full business efforts and time to the Company. During his
Employment, without the prior written approval of the Board, the Employee shall
not render services in any capacity to any other person or entity and shall not
act as a sole proprietor or partner of any other person or entity or as a
shareholder owning more than five percent of the stock of any other corporation.
The Employee shall comply with the Company's policies and rules, as they may be
in effect from time to time during his Employment. The Employee represents and
warrants to the Company that he is under no obligations or commitments, whether
contractual or otherwise, that are inconsistent with his obligations under this
Agreement.
2. CASH AND INCENTIVE COMPENSATION.
(a) SALARY. The Company shall pay the Employee as compensation for
his services a base salary at a gross annual rate of not less than $275,000.
Such salary shall be payable in accordance with the Company's standard payroll
procedures. (The annual compensation specified in this Subsection (a), together
with any increases in such compensation that the Company may grant from time to
time, is referred to in this Agreement as "Base Salary.")
(b) INCENTIVE BONUSES. After the Company attains profitability, the
Employee shall be eligible to be considered for an annual incentive bonus. Such
bonus (if any) shall be awarded based on objective or subjective criteria
established in advance by the Board or its Compensation Committee. The
determinations of the Board or its Compensation Committee with respect to such
bonus shall be final and binding. Except as expressly provided in this
Agreement, the Employee shall not be entitled to an incentive bonus if he is not
employed by the Company on the date when such bonus is payable.
(c) STOCK OPTIONS. The Company shall grant the Employee a stock
option covering 500,000 shares of the Company's Common Stock. Such option shall
be granted as soon as reasonably practicable after the date of this Agreement.
The exercise price of such option shall be equal to the fair market value of
such stock on the date of grant. The term of such option shall be 10 years,
subject to earlier expiration in the event of the termination of the Employee's
Employment. Such option shall become exercisable for 1/36th of the total number
of shares as
101392
|
Selectica
As referenced in this Employment Agreement:
SELECTICA INC –
SELECTICA INC
_____________
SELECTICA, INC. – TYPE}EX-10.1
3
EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS AGREEMENT is entered into as of January 1, 2003, by and between
SANJAY MITTAL (the "Employee") and SELECTICA, INC. , a Delaware corporation (the
"Company").
1. DUTIES AND SCOPE OF EMPLOYMENT.
(a) POSITION. For the term of his employment under this Agreement
(the "Employment"), the Company agrees to employ
_____________
SELECTICA, INC. – of the parties has executed this Agreement,
in the case of the Company by its duly authorized officer, as of the day and
year first above written.
/s/ SANJAY MITTAL
----------------------------------------
SELECTICA, INC.
By /s/ STEPHEN BENNION
-------------------------------------
Title: Chief Financial Officer
---------------------------------
8
_____________
dt 1848477
;
Selectica
As referenced in this Employment Agreement:
SELECTICA, INC. – TYPE}EX-10.1
{SEQUENCE}3
{PAGE}
EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS AGREEMENT is entered into as of January 1, 2003, by and between
SANJAY MITTAL (the "Employee") and SELECTICA, INC. , a Delaware corporation (the
"Company").
1. DUTIES AND SCOPE OF EMPLOYMENT.
(a) POSITION. For the term of his employment under this Agreement
(the "Employment"), the Company agrees to employ
_____________
SELECTICA, INC. – of the parties has executed this Agreement,
in the case of the Company by its duly authorized officer, as of the day and
year first above written.
/s/ SANJAY MITTAL
----------------------------------------
SELECTICA, INC.
By /s/ STEPHEN BENNION
-------------------------------------
Title: Chief Financial Officer
---------------------------------
8
_____________
dt 1543643
;
| Sanjay Mittal
|
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Employment Agreement [Amended and Restated]
Employment Agreement [Amended and Restated] (37K)
Doc #101448: Click preview link for longer preview.
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), made as
of the 21st day of November, 2002, is entered into by Bottomline Technologies
(de), Inc., a Delaware corporation with its principal place of business at 325
Corporate Drive, Portsmouth, NH 03801 (the "Company"), and Mr. Joseph L. Mullen,
residing at 60 Tidewater Farm Road, Greenland, NH 03840 (the "Employee").
WHEREAS, the Company desires to continue to employ the Employee, and the
Employee desires to continue to be employed by the Company.
WHEREAS, in consideration of the mutual covenants and promises contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by the parties hereto, the parties agree as
follows:
1. Term of Employment. The Company hereby agrees to employ the Employee,
and the Employee hereby accepts employment with the Company, upon the terms set
forth in this Agreement, for the three year period commencing on November 21,
2002 (the "Commencement Date") and ending on November 21, 2005 (the "Initial
Period"), such period to be automatically renewed for successive three year
periods (each, a "Renewal Period" and, together with the Initial Period, the
"Employment Period"). The Initial Period or the Renewal Period, as the case may
be, shall not renew for a successive period if at least one year prior to the
end of the Initial Period or the Renewal Period, as the case may be, written
notice is provided by the Employee or the Company, as the case may be,
referencing this Section 1 and the non-renewal of this Agreement; provided,
that, if a Change in Control of the Company (as defined in Section 4 of this
Agreement) shall have occurred during the Employment Period, the Employment
Period and this Agreement shall continue in effect for a period of not less than
three years from the date on which such Change in Control occurred and any
notice of non-renewal pursuant to this Section 1 shall be deemed null and void.
For purposes of clarification and not limitation, any notice of non-renewal
provided by the Employee or the Company, as the case may be, referencing this
Section 1 shall not be deemed to be a notice of termination under Section 5.5 or
Section 5.6 of this Agreement. Notwithstanding anything to the contrary in this
Section 1, the Employment Period may be terminated sooner by the Employee or the
Company in accordance with the provisions of Section 5 of this Agreement.
2. Title; Capacity. During the Employment Period, the Employee shall serve
as Chief Executive Officer and President of the Company. During the Employment
Period, the Employee shall be subject to the supervision of, and shall have such
authority as is delegated to him by, the Board of Directors of the Company (the
"Board"). The Employee hereby accepts such employment and agrees to undertake
the duties and responsibilities normally inherent in such position and such
other duties and responsibilities as the Board shall from time to time
reasonably assign to him. During the Employment Period, the Employee shall,
subject to the direction and supervision of the Board, devote his full business
time, best efforts, business judgment, skill and knowledge to the advancement of
the Company's business and interests and
101448
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Bottomline
As referenced in this Employment Agreement [Amended and Restated]:
BOTTOMLINE TECHNOLOGIES INC –
BOTTOMLINE TECHNOLOGIES INC /DE/
_____________
dt 1848485
;
|
 Hale and Dorr
As referenced in this Employment Agreement [Amended and Restated]:
Hale and Dorr – case of any notice to the Company, with a copy to John A.
Burgess, Esq., Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109),
or at such other address or addresses
Hale and Dorr – the terms and consequences of
this Agreement; and (d) understands that the law firm of Hale and Dorr LLP is
acting as counsel to the Company in connection with the transactions
contemplated
dt 37086
;
Joseph L. Mullen
|
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Employment Agreement [Amended and Restated]
Employment Agreement [Amended and Restated] (37K)
Doc #101449: Click preview link for longer preview.
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), made as
of the 21st day of November, 2002, is entered into by Bottomline Technologies
(de), Inc., a Delaware corporation with its principal place of business at 325
Corporate Drive, Portsmouth, NH 03801 (the "Company"), and Mr. Robert A. Eberle,
residing at 7 Rockrimmon Road, North Hampton, NH 03862 (the "Employee").
WHEREAS, the Company desires to continue to employ the Employee, and the
Employee desires to continue to be employed by the Company.
WHEREAS, in consideration of the mutual covenants and promises contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by the parties hereto, the parties agree as
follows:
1. Term of Employment. The Company hereby agrees to employ the Employee,
and the Employee hereby accepts employment with the Company, upon the terms set
forth in this Agreement, for the three year period commencing on November 21,
2002 (the "Commencement Date") and ending on November 21, 2005 (the "Initial
Period"), such period to be automatically renewed for successive three year
periods (each, a "Renewal Period" and, together with the Initial Period, the
"Employment Period"). The Initial Period or the Renewal Period, as the case may
be, shall not renew for a successive period if at least one year prior to the
end of the Initial Period or the Renewal Period, as the case may be, written
notice is provided by the Employee or the Company, as the case may be,
referencing this Section 1 and the non-renewal of this Agreement; provided,
that, if a Change in Control of the Company (as defined in Section 4 of this
Agreement) shall have occurred during the Employment Period, the Employment
Period and this Agreement shall continue in effect for a period of not less than
three years from the date on which such Change in Control occurred and any
notice of non-renewal pursuant to this Section 1 shall be deemed null and void.
For purposes of clarification and not limitation, any notice of non-renewal
provided by the Employee or the Company, as the case may be, referencing this
Section 1 shall not be deemed to be a notice of termination under Section 5.5 or
Section 5.6 of this Agreement. Notwithstanding anything to the contrary in this
Section 1, the Employment Period may be terminated sooner by the Employee or the
Company in accordance with the provisions of Section 5 of this Agreement.
2. Title; Capacity. During the Employment Period, the Employee shall serve
as Chief Financial Officer, Chief Operating Officer, Executive Vice President
and Secretary of the Company. During the Employment Period, the Employee shall
be subject to the supervision of, and shall have such authority as is delegated
to him by, the Chief Executive Officer of the Company ("CEO") and/or the Board
of Directors of the Company (the "Board"). The Employee hereby accepts such
employment and agrees to undertake the duties and responsibilities normally
inherent in such position and such other duties and responsibilities as the CEO
and/or the Board shall from time to time reasonably assign to him. During the
Employment Period, the Employee shall, subject to the direction and supervision
of the CEO and/or the Board, devote his full
101449
|
Bottomline
As referenced in this Employment Agreement [Amended and Restated]:
BOTTOMLINE TECHNOLOGIES INC –
BOTTOMLINE TECHNOLOGIES INC /DE/
_____________
dt 1849259
;
|
Hale and Dorr
As referenced in this Employment Agreement [Amended and Restated]:
Hale and Dorr – case of any notice to the Company, with a copy to John A.
Burgess, Esq., Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109),
or at such other address or addresses
Hale and Dorr – the terms and consequences of
this Agreement; and (d) understands that the law firm of Hale and Dorr LLP is
acting as counsel to the Company in connection with the transactions
contemplated
dt 37087
;
Robert A. Eberle
|
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Employment Agreement [Amended and Restated]
Employment Agreement [Amended and Restated] (41K)
Doc #130416: Click preview link for longer preview.
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, (the Agreement) is made and entered into by and between Napster, LLC, formerly Duet GP, (the Company), and Michael J. Bebel (Executive) (collectively, the Parties) effective as of May 22, 2003.
WHEREAS, Executive is the President and Chief Operating Officer of the Company;
WHEREAS, the terms and conditions of Executives employment with the Company are set forth in an employment agreement dated January 1, 2000 between Executive and Universal Music Group, Inc.; an amendatory agreement dated April 1, 2001 between Executive, Universal Music Group, Inc., and Duet GP; a second amendatory agreement dated July 10, 2002 between Executive and Duet GP; and a third amendatory agreement dated May 17, 2003 between Executive and Duet GP (collectively, the Bebel/Duet GP Employment Agreement);
WHEREAS, the Parties believe it is in their mutual interest to set forth the terms and conditions of Executives employment with the Company anew and in one, fully-integrated agreement; and
WHEREAS, this Agreement shall govern the employment relationship between the Parties from and after the date stated above and supersedes and negates all previous agreements made between the Parties, whether written or oral, including, but not limited to, the Bebel/Duet GP Employment Agreement, relating to Executives employment with the Company.
NOW, THEREFORE, in consideration of the foregoing, and the mutual promises and covenants contained below, the Parties agree as follows:
1. Term. The term of this Agreement will commence on January 1, 2000, and continue until March 31, 2004, unless earlier terminated pursuant to the provisions of Sections 4 or 5 (the Initial Term).
130416
|
Roxio
As referenced in this Employment Agreement [Amended and Restated]:
Roxio, Inc. – the Companys President and Chief Operating Officer. In that capacity, Executive shall at all times be the most senior executive officer of Company, except that the Chief Executive Officer of Roxio, Inc. (Roxio) may serve as an officer of the Company in a more senior executive position than Executive. Executive at all times shall report directly to the Chief Executive Officer
_____________
Roxio, Inc. – a copy to:
Grubman Indursky & Schindler, P.C.
152 West 57th Street
New York, New York 10019
Attn: Arthur I. Indursky, Esq.
If to the Company:
Chief Executive Officer
Roxio, Inc.
28 West 44th Street, 6th Floor
New York, NY 10036
With a copy to:
Board of Directors
Roxio, Inc.
28 West 44th Street, 6th Floor
New York, NY 10036
_____________
Roxio, Inc. – Arthur I. Indursky, Esq.
If to the Company:
Chief Executive Officer
Roxio, Inc.
28 West 44th Street, 6th Floor
New York, NY 10036
With a copy to:
Board of Directors
Roxio, Inc.
28 West 44th Street, 6th Floor
New York, NY 10036
9. Assignment/Indemnification.
(a) This Agreement shall be binding upon and shall inure to the benefit of the parties
_____________
Roxio, Inc. – this Amended and Restated Employment Agreement as of the date first written above.
THE COMPANY
Napster, LLC
By:
/S/ WM. CHRISTOPHER GOROG
Name:
Wm. Christopher Gorog
Title:
Chief Executive Officer, Roxio, Inc. Managing Member
EXECUTIVE
/S/ MICHAEL J. BEBEL
MICHAEL J. BEBEL
14
Company is a majority owned subsidiary of Roxio, Inc. (Roxio). Roxio hereby irrevocably and unconditionally guarantees to Executive the
_____________
Roxio, Inc. – CHRISTOPHER GOROG
Name:
Wm. Christopher Gorog
Title:
Chief Executive Officer, Roxio, Inc.Managing Member
EXECUTIVE
/S/ MICHAEL J. BEBEL
MICHAEL J. BEBEL
14
Company is a majority owned subsidiary of Roxio, Inc. (Roxio). Roxio hereby irrevocably and unconditionally guarantees to Executive the full and prompt payment of all amounts which may become due and owing to Executive from Company pursuant to
_____________
dt 1368996
;
Roxio
As referenced in this Employment Agreement [Amended and Restated]:
Roxio, Inc. – the Companys President and Chief Operating Officer. In that capacity, Executive shall at all times be the most senior executive officer of Company, except that the Chief Executive Officer of Roxio, Inc. (Roxio) may serve as an officer of the Company in a more senior executive position than Executive. Executive at all times shall report directly to the Chief Executive Officer
_____________
Roxio, Inc. – a copy to:
Grubman Indursky & Schindler, P.C.
152 West 57th Street
New York, New York 10019
Attn: Arthur I. Indursky, Esq.
If to the Company:
Chief Executive Officer
Roxio, Inc.
28 West 44th Street, 6th Floor
New York, NY 10036
With a copy to:
Board of Directors
Roxio, Inc.
28 West 44th Street, 6th Floor
New York, NY 10036
_____________
Roxio, Inc. – Arthur I. Indursky, Esq.
If to the Company:
Chief Executive Officer
Roxio, Inc.
28 West 44th Street, 6th Floor
New York, NY 10036
With a copy to:
Board of Directors
Roxio, Inc.
28 West 44th Street, 6th Floor
New York, NY 10036
9. Assignment/Indemnification.
(a) This Agreement shall be binding upon and shall inure to the benefit of the parties
_____________
Roxio, Inc. – this Amended and Restated Employment Agreement as of the date first written above.
THE COMPANY
Napster, LLC
By:
/S/ WM. CHRISTOPHER GOROG
Name:
Wm. Christopher Gorog
Title:
Chief Executive Officer, Roxio, Inc. Managing Member
EXECUTIVE
/S/ MICHAEL J. BEBEL
MICHAEL J. BEBEL
14
Company is a majority owned subsidiary of Roxio, Inc. (Roxio). Roxio hereby irrevocably and unconditionally guarantees to Executive the
_____________
Roxio, Inc. – CHRISTOPHER GOROG
Name:
Wm. Christopher Gorog
Title:
Chief Executive Officer, Roxio, Inc.Managing Member
EXECUTIVE
/S/ MICHAEL J. BEBEL
MICHAEL J. BEBEL
14
Company is a majority owned subsidiary of Roxio, Inc. (Roxio). Roxio hereby irrevocably and unconditionally guarantees to Executive the full and prompt payment of all amounts which may become due and owing to Executive from Company pursuant to
_____________
dt 1369064
;
| Napster, LLC;
Michael J. Bebel
|
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| 2003 |
Employment Agreement
Employment Agreement (60K)
Doc #138540: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
WITH GORDON QUICK
OCTOBER 7, 2002
The parties to this Employment Agreement (this "Agreement") are Daleen
Technologies, Inc., a Delaware corporation (the "Company"), and Gordon Quick
(the "Executive"). The parties wish to provide for the employment of the
Executive as Chief Executive Officer of the Company as of the Effective Date.
For purposes of this Agreement, the "Effective Date" shall mean the closing date
under the Asset Purchase Agreement among the Company, Daleen Solutions, Inc. and
Abiliti Solutions, Inc., dated October 7, 2002.
Accordingly, the parties, intending to be legally bound, agree as
follows:
1. POSITION AND DUTIES.
1.1. TITLES; REPORTING; DUTIES. During the term of the Executive's
employment under this Agreement, the Company shall employ the Executive and the
Executive shall serve the Company as its Chief Executive Officer. In addition,
the Executive shall serve as a member of Company's Board of Directors (the
"Board"). As Chief Executive Officer of the Company, the Executive shall report
to and otherwise shall be subject to the direction and control of the Board and
shall have no other officer or employee of the Company of equal or senior rank
or authority to him. Subject to the direction and control of the Board, the
Executive shall have the authority and responsibilities customarily exercised by
a Chief Executive Officer, including those duties and responsibilities
specifically described in Appendix A to this Agreement. The Executive's duties,
titles and responsibilities shall not be changed materially at any time without
his consent; PROVIDED, that any change in the Executive's duties, titles and
responsibilities as a result of a change in the size or activities of the
Company shall not be subject to this sentence as long as such new duties, titles
and responsibilities are substantially consistent with those of a chief
executive officer of a business of like size and nature. The Executive shall use
his best efforts to promote the Company's interests and he shall perform his
duties and responsibilities faithfully, diligently and to the best of his
ability, consistent with sound business practices. The Executive may be required
by the Board to provide services to, or otherwise serve as an officer or
director of, any direct or indirect subsidiary of the Company. The Executive
shall comply with the Company's policies applicable to executive officers of the
Company of which he is given advance written notice.
1.2. OUTSIDE ACTIVITIES. The Executive shall devote substantially his
full working time to the business and affairs of the Company. Notwithstanding
the preceding sentence, the Executive (a) may serve on the Board of Directors
(or similar managing body) of one or more corporations or other entities,
provided such service does not violate any other covenant or term of this
Agreement, interfere with the performance of the Executive's duties for the
Company or create a conflict of interest or the appearance of a conflict of
interest with respect to the
138540
|
Daleen
As referenced in this Employment Agreement:
Daleen
Technologies, Inc. – FILENAME}g81380exv10w66.txt
{DESCRIPTION}EMPLOYMENT AGREEMENT/GORDON QUICK
{TEXT}
{PAGE}
EXHIBIT 10.66
EMPLOYMENT AGREEMENT
WITH GORDON QUICK
OCTOBER 7, 2002
The parties to this Employment Agreement (this "Agreement") are Daleen
Technologies, Inc. , a Delaware corporation (the "Company"), and Gordon Quick
(the "Executive"). The parties wish to provide for the employment of the
Executive as Chief Executive Officer of the Company as
_____________
DALEEN TECHNOLOGIES, INC. – case of a statute or regulation, to any successor
provision).
-15-
{PAGE}
IN WITNESS WHEREOF, the parties have duly executed this Agreement on
the date and year first above written.
DALEEN TECHNOLOGIES, INC.
By: /s/ James Daleen
------------------------------------------
Title: President and Chief Executive Officer
EXECUTIVE
/s/ Gordon Quick
--------------------------------------------
Gordon Quick
-16-
{PAGE}
APPENDIX A
[SPECIFIC DUTIES & RESPONSIBILITIES]
Subject to the lawful and reasonable
_____________
dt 1461171
;
Daleen
As referenced in this Employment Agreement:
Daleen
Technologies, Inc. – FILENAME}g81380exv10w66.txt
{DESCRIPTION}EMPLOYMENT AGREEMENT/GORDON QUICK
{TEXT}
{PAGE}
EXHIBIT 10.66
EMPLOYMENT AGREEMENT
WITH GORDON QUICK
OCTOBER 7, 2002
The parties to this Employment Agreement (this "Agreement") are Daleen
Technologies, Inc. , a Delaware corporation (the "Company"), and Gordon Quick
(the "Executive"). The parties wish to provide for the employment of the
Executive as Chief Executive Officer of the Company as
_____________
DALEEN TECHNOLOGIES, INC. – case of a statute or regulation, to any successor
provision).
-15-
{PAGE}
IN WITNESS WHEREOF, the parties have duly executed this Agreement on
the date and year first above written.
DALEEN TECHNOLOGIES, INC.
By: /s/ James Daleen
------------------------------------------
Title: President and Chief Executive Officer
EXECUTIVE
/s/ Gordon Quick
--------------------------------------------
Gordon Quick
-16-
{PAGE}
APPENDIX A
[SPECIFIC DUTIES & RESPONSIBILITIES]
Subject to the lawful and reasonable
_____________
dt 1461193
;
| Gordon Quick
|
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| 2003 |
Employment Agreement
Employment Agreement (24K)
Doc #143873: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is entered into as of March 24, 2003, by and
between ANTs software inc., a Delaware corporation (the "Company"), and Gary
Ebersole (the "Executive") (hereinafter collectively referred to as "the
parties").
WHEREAS, the Executive shall serve as President and Chief Operating
Officer of the Company; and
WHEREAS, the Executive possesses an intimate knowledge of the business and
affairs of the Company and its policies, procedures, methods, and personnel; and
WHEREAS, the Company has determined that it is essential and in its best
interests to retain the services of key management personnel and to ensure their
continued dedication and efforts; and the Executive is willing to render such
services on the terms and conditions set forth herein; and
WHEREAS, the parties have agreed to terminate that certain Independent
Contractor Agreement entered into on or about February 10, 2003 (the "Consultant
Agreement").
NOW, THEREFORE, in consideration of the foregoing and the respective
agreements of the parties contained herein, the parties hereby agree as follows:
1. Term. Executive shall provide references to the Company. In the
event the Company is satisfied with the references provided by Executive, the
initial term of employment under this Agreement shall commence on March 24, 2003
(the "Commencement Date") and end on the anniversary of the Commencement Date
(the "Initial Term"); provided, however, that upon the expiration of the Initial
Term, this Agreement shall be automatically extended for a period of one year
(the Initial Term and the term of any such extension period shall be referred to
as the "Term") unless either the Company or the Executive shall have given
written notice to the other, at least forty-five (45) days prior to the end of
the Term, that the Term shall not be so extended. Notwithstanding the foregoing,
this Agreement may be terminated at any time by either party as set forth below
in Section 9.
2. Employment.
(a) Position. The Executive shall be employed as the President
and Chief Operating Officer of the Company or such other meaningful executive
position as may be determined by the Company. The Executive shall perform the
duties, undertake the responsibilities, and exercise the authority customarily
performed, undertaken, and exercised by persons employed in a similar executive
capacity. The Executive shall report to the Chief Executive Officer.
(b) Obligations. The Executive agrees to devote his full
business time and attention exclusively to the business and affairs of the
Company. The foregoing, however, shall not preclude the Executive from serving
on other corporate boards with the prior written approval of the Chief Executive
Officer of the Company, which approval may be withheld in the Chief Executive
{PAGE}
Officer's sole discretion, or any civic or charitable boards or committees or
from managing personal investments at the Executive's own discretion, so long as
such activities do not interfere with the performance of the Executive's
responsibilities hereunder.
3. Base Salary. The Company agrees to pay or cause to be paid to the
Executive during the Term an annual base salary at the rate of $240,000
(hereinafter referred to as the "Base Salary"). The Base Salary will be subject
to annual review (on a calendar year schedule) and may be changed from time to
time by the Company in its sole discretion considering factors such as the
Executive's responsibilities, compensation of similar executives within the
Company and in other comparable companies, performance of the Executive, and
other pertinent factors. Any changes in the Base Salary determined by the
Company shall be made effective as of January 1 of each year. The Base Salary
shall be payable in accordance with the Company's usual payroll procedures.
4. Equity Compensation. Subject to approval by the Company's Board
of Directors, the Company shall grant the Executive (a) stock options to
purchase up to 300,000 shares of Common Stock of the Company under the Company's
2000 Stock Option Plan (the "Plan") on or about the Commencement Date of this
Agreement and (b) stock options to purchase up to 275,000 shares of Common Stock
of the Company under the Plan on or about the date the shareholders of the
Company approve the amendment to the Plan increasing the number of shares of
Common Stock reserved to 5,450,000. These options will vest as follows: Sixteen
and 6/10 percent (16.6%) of the shares granted shall vest on the date six (6)
months from March 24, 2003 (the "Vesting Measurement Date"); thereafter, Two and
78/100 percent (2.78%) of the shares granted shall vest at the conclusion of
each month, such that One Hundred Percent (100%) of shares granted are vested on
the date three (3) years from the Vesting Measurement Date.
5. Employee Benefits. The Executive shall be entitled to participate
in all employee benefit plans, practices, and programs maintained by the Company
and made available to senior executives generally and as may be in effect from
time to time, including, without limitation, the Company's stock option plan and
401(k) plan or their equivalents. The Executive's participation in such plans,
practices and programs shall be on the same basis and terms as are applicable to
senior executives of the Company generally.
6. Other Payments.
(a) Annual Bonus. The Executive shall be eligible to receive
an annual cash bonus determined by achievement by the Executive of specific
objectives set by the Company in its sole discretion. The specific objectives
are set forth in Annex A for 2003. The Bonus shall be paid during January of
each year based on the Executive's performance for the preceding calendar year.
The first period for assessing the Executive's achievement of specific
objectives shall be March 24, 2003 through December 31, 2003.
7. Other Benefits.
(a) Life Insurance. During the Term, the Company shall be
entitled to maintain a "key person" term life insurance policy on the life of
the Executive, the proceeds of which shall be payable to the Company or its
designees. The Executive agrees to undergo any reasonable physical examination
and other procedures as may be necessary to maintain such policy.
143873
|
ANTs Software
As referenced in this Employment Agreement:
ANTs software inc. – DOCUMENT}
{TYPE}EX-10
{SEQUENCE}3
{FILENAME}ex-1010.txt
{TEXT}
EXHIBIT 10.10
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is entered into as of March 24, 2003, by and
between ANTs software inc. , a Delaware corporation (the "Company"), and Gary
Ebersole (the "Executive") (hereinafter collectively referred to as "the
parties").
WHEREAS, the Executive shall serve as President and Chief Operating
Officer of
_____________
ANTs software inc. – receipt requested, postage prepaid, or upon receipt if overnight delivery
service or facsimile is used, addressed as follows:
To the Executive:
-----------------
Gary Ebersole
-----------------------------
-----------------------------
-----------------------------
-----------------------------
-----------------------------
To the Company: With a copy to:
--------------- ---------------
ANTs software inc. ANTs counsel
801 Mahler Road, Suite G The Corporate Law Group
Burlingame, California 94010 500 Airport Blvd. Suite 120
Attn: Ken Ruotolo Burlingame, CA 94010
Fax: (650) 692-0253
_____________
ANTS SOFTWARE INC. – all such counterparts shall constitute one and the same
agreement.
IN WITNESS WHEREOF, the parties have executed this Employment Agreement as
of the day and year first above written.
COMPANY:
ANTS SOFTWARE INC.
By: /s/ Francis K. Ruotolo
--------------------------------
Name: Francis K. Ruotolo
Title: Chairman and Chief
Executive Officer
EXECUTIVE:
/s/ Gary Ebersole
---------------------------------------
Gary Ebersole
-7-
{PAGE}
Annex A
Executive's 2003 Annual
_____________
ANTS SOFTWARE INC. – Revenue Goal for 2003. Revenue Achievement is the total cash received from
customers during 2003. This may differ from revenue recognition in accordance
with GAAP guidelines and SEC regulations.
COMPANY:
--------
ANTS SOFTWARE INC.
By: /s/ Francis K. Ruotolo
---------------------------------
Name: Francis K. Ruotolo
Title: Chairman and Chief Executive
Officer
EXECUTIVE:
----------
/s/ Gary Ebersole
----------------------------------------
Gary Ebersole
-8-
{/TEXT}
{/DOCUMENT}
_____________
dt 1460310
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| 2003 |
Letter Agreement Re: Employment Terms
Letter Agreement Re: Employment Terms (87K)
Doc #160476: Click preview link for longer preview.
October 9, 2003
Jonathan G. Morgan
170 30th Avenue
San Francisco, CA 94121
RE: EMPLOYMENT TERMS
Dear Jonathan:
First Virtual Communications, Inc. (the "COMPANY") is pleased to confirm your
position as President and Chief Executive Officer, pursuant to the terms of this
letter agreement ("AGREEMENT").
1. DUTIES
You will be expected to perform various duties consistent with your position. As
a Section 16 officer, this position reports to the Company's Board of Directors
("BOARD"). Additionally the Compensation Committee will establish certain
performance targets and Company goals related to your specific job function, in
consultation with you as set forth herein.
2. COMPENSATION
2.1 BASE CASH COMPENSATION. For the year 2003, your base salary
will be $300,000 per year (less payroll deductions and all required
withholdings), which will be subject to annual review. You will be paid
bi-weekly and you will be eligible for all standard Company benefits provided to
other senior executives. Details about these benefit plans are available for
your review upon request from the Company's Director of Human Resources. The
Company may modify benefits packages from time to time, as it deems necessary.
2.2 VARIABLE CASH COMPENSATION. You will also be entitled to
annual performance based cash and stock option compensation as determined by the
Compensation Committee and agreed to by you on an annual basis within the first
60 days of each calendar year, commencing with the calendar year 2004, subject
to your achievement of specified performance targets ("Variable Compensation").
Such performance targets shall be set forth in writing and attached to this
agreement as Exhibit D.
2.3 STOCK OPTIONS. You received under the Company's 1997 Equity
Incentive Plan and 1999 Equity Incentive Plan, options to purchase an aggregate
of 210,000 shares of the Company's common stock, at an exercise price equal to
the fair market value of $4.05 per share, the stock's closing price as reported
on the Nasdaq SmallCap Market on May 15, 2003. (The number of shares in this
Section 2.5 and
1
{PAGE}
exercise price have been adjusted to reflect the one-for-five reverse split of
the Company's common stock on June 27, 2003 at 5:00 p.m.). This is in addition
to the options to purchase 30,000 shares of the Company's common stock granted
to you on November 13, 2002.
In accordance with Section 3, Stock Options, of the Offer Letter between you and
the Company, dated October 29, 2002, you will also receive under the Company's
1999 Equity Incentive Plan, an option to purchase 20,000 shares of the Company's
common stock, for meeting the objective of finding a permanent Company President
and Chief Executive Officer within six months of October 29, 2002. The stock
option will be governed by and granted pursuant to a separate Stock Option
Agreement. The exercise price per share of the stock option will be equal to the
fair market value of the Common Stock on the date of grant, which will be the
date the Board approves the stock option grant. The Board will meet to approve
the grant promptly following the execution of this Agreement. The stock option
will be fully vested on the date of grant.
3. TERMINATION OF EMPLOYMENT
Employment at First Virtual Communications is "at will." The Company may
terminate your employment at any time and for any or no reason, with or without
Cause or advance notice, by giving you written notice of such termination.
Similarly, you may terminate your employment with the Company at any time at
your election, in your sole discretion, for any or no reason upon written notice
to the Company. The terms of your employment relationship may not be modified
except by a written agreement signed by the Chairman of the Compensation
Committee or another director or officer designated by the Compensation
Committee.
In the event that the Company terminates your employment without Cause, you
terminate you employment with the Company for Good Reason, or upon your
Disability, then upon your furnishing to the Company an executed release and
waiver of claims in the form attached hereto as EXHIBIT A, you shall be entitled
to receive severance payments and other rights in the form of (i) your accrued
base salary and accrued and unused vacation benefits earned through your date of
termination, (ii) continuation of your base compensation in effect at the time
of your termination, for a period of twelve (12) months after the date of
termination to be paid out bi-weekly in accordance with the Company's regular
payroll policies, (iii) any variable compensation earned as of the date of your
termination, to be paid out in accordance with the terms of your Variable
Compensation, and (iv) a six (6) month period (or such longer period specified
in your option agreements) immediately following your date of termination in
which to exercise any outstanding stock options of the Company which are then
held by you which are vested as of your termination date. All cash payments
shall be subject to applicable payroll deductions and withholdings. During the
severance period, you shall be entitled to receive COBRA medical benefits for
yourself and eligible dependents paid for by the Company until the earlier of
(a) twelve (12) months after the date of termination, or (b)
160476
|
First Virtual
As referenced in this Letter Agreement Re: Employment Terms:
First Virtual Communications, Inc. – FILENAME}f94230exv10w52.txt
{DESCRIPTION}EXHIBIT 10.52
{TEXT}
{PAGE}
EXHIBIT 10.52
October 9, 2003
Jonathan G. Morgan
170 30th Avenue
San Francisco, CA 94121
RE: EMPLOYMENT TERMS
Dear Jonathan:
First Virtual Communications, Inc. (the "COMPANY") is pleased to confirm your
position as President and Chief Executive Officer, pursuant to the terms of this
letter agreement ("AGREEMENT").
1. DUTIES
You will be expected
_____________
FIRST VIRTUAL COMMUNICATIONS, INC. – entitled under Section 5(i) of the Company's Executive Officers' Change of
Control Plan.
Please sign this document as acceptance of the employment terms listed in this
Agreement.
Sincerely,
FIRST VIRTUAL COMMUNICATIONS, INC.
By: /s/ Norman Gaut
______________________________
Norman Gaut
Chairman of the Compensation Committee
ACCEPTED:
/s/ Jonathan G. Morgan
_______________________________
Jonathan G. Morgan
6
{PAGE}
Attachments:
Exhibit A: Form of Release
_____________
FIRST VIRTUAL COMMUNICATIONS, INC. – a duly
authorized officer of the Company.
I accept and agree to the terms and conditions stated above:
___________________ _______________________
Date [Employee]
___________________ _______________________
Date [Company]
2.
{PAGE}
EXHIBIT B
FIRST VIRTUAL COMMUNICATIONS, INC.
FORM OF PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT
In consideration of my employment or continued employment by First
Virtual Communications, Inc. (the "Company"), and the compensation now and
hereafter paid
_____________
First
Virtual Communications, Inc. – Date [Employee]
___________________ _______________________
Date [Company]
2.
{PAGE}
EXHIBIT B
FIRST VIRTUAL COMMUNICATIONS, INC.
FORM OF PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT
In consideration of my employment or continued employment by First
Virtual Communications, Inc. (the "Company"), and the compensation now and
hereafter paid to me, I hereby agree as follows:
1. RECOGNITION OF COMPANY'S RIGHTS; NONDISCLOSURE. At all times
during the term
_____________
FIRST VIRTUAL COMMUNICATIONS, INC. – ITS TERMS. I HAVE
COMPLETELY FILLED OUT EXHIBIT A TO THIS AGREEMENT.
October 9, 2003 /s/ Jonathan Morgan
______________________ ___________________________________
Date EMPLOYEE SIGNATURE
Address:
___________________________________
___________________________________
ACCEPTED AND AGREED TO:
FIRST VIRTUAL COMMUNICATIONS, INC.
By: /s/ Tammy Polanco
_________________________________________
Name:________________________________________
Title:_______________________________________
Address: First Virtual Communications, Inc.
3200 Bridge Parkway, Suite 202
Redwood City, CA 94065
6.
{PAGE}
EXHIBIT A
TO PROPRIETARY
_____________
dt 1461863
;
First Virtual
As referenced in this Letter Agreement Re: Employment Terms:
First Virtual Communications, Inc. – FILENAME}f94230exv10w52.txt
{DESCRIPTION}EXHIBIT 10.52
{TEXT}
{PAGE}
EXHIBIT 10.52
October 9, 2003
Jonathan G. Morgan
170 30th Avenue
San Francisco, CA 94121
RE: EMPLOYMENT TERMS
Dear Jonathan:
First Virtual Communications, Inc. (the "COMPANY") is pleased to confirm your
position as President and Chief Executive Officer, pursuant to the terms of this
letter agreement ("AGREEMENT").
1. DUTIES
You will be expected
_____________
FIRST VIRTUAL COMMUNICATIONS, INC. – entitled under Section 5(i) of the Company's Executive Officers' Change of
Control Plan.
Please sign this document as acceptance of the employment terms listed in this
Agreement.
Sincerely,
FIRST VIRTUAL COMMUNICATIONS, INC.
By: /s/ Norman Gaut
______________________________
Norman Gaut
Chairman of the Compensation Committee
ACCEPTED:
/s/ Jonathan G. Morgan
_______________________________
Jonathan G. Morgan
6
{PAGE}
Attachments:
Exhibit A: Form of Release
_____________
FIRST VIRTUAL COMMUNICATIONS, INC. – a duly
authorized officer of the Company.
I accept and agree to the terms and conditions stated above:
___________________ _______________________
Date [Employee]
___________________ _______________________
Date [Company]
2.
{PAGE}
EXHIBIT B
FIRST VIRTUAL COMMUNICATIONS, INC.
FORM OF PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT
In consideration of my employment or continued employment by First
Virtual Communications, Inc. (the "Company"), and the compensation now and
hereafter paid
_____________
First
Virtual Communications, Inc. – Date [Employee]
___________________ _______________________
Date [Company]
2.
{PAGE}
EXHIBIT B
FIRST VIRTUAL COMMUNICATIONS, INC.
FORM OF PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT
In consideration of my employment or continued employment by First
Virtual Communications, Inc. (the "Company"), and the compensation now and
hereafter paid to me, I hereby agree as follows:
1. RECOGNITION OF COMPANY'S RIGHTS; NONDISCLOSURE. At all times
during the term
_____________
FIRST VIRTUAL COMMUNICATIONS, INC. – ITS TERMS. I HAVE
COMPLETELY FILLED OUT EXHIBIT A TO THIS AGREEMENT.
October 9, 2003 /s/ Jonathan Morgan
______________________ ___________________________________
Date EMPLOYEE SIGNATURE
Address:
___________________________________
___________________________________
ACCEPTED AND AGREED TO:
FIRST VIRTUAL COMMUNICATIONS, INC.
By: /s/ Tammy Polanco
_________________________________________
Name:________________________________________
Title:_______________________________________
Address: First Virtual Communications, Inc.
3200 Bridge Parkway, Suite 202
Redwood City, CA 94065
6.
{PAGE}
EXHIBIT A
TO PROPRIETARY
_____________
dt 1485112
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| 2003 |
Employment Agreement
Employment Agreement (25K)
Doc #160978: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS AGREEMENT made as of the 1st day of January, 2003 between CryptoLogic Inc.,
a corporation duly incorporated under the laws of Ontario having its head office
at: 1867 Yonge Street, 7th Floor, Toronto, Ontario M4S 1Y5 (the "Employer") and
Lewis Rose, of the City of Toronto (the "Executive").
WHEREAS:
1. The Employer and its subsidiary companies are engaged in the
development, marketing and licensing and support of internet based gaming and
e-cash software and related products and services;
2. The Employer and the Executive have agreed to enter into an
employment relationship for their mutual benefit; and
3. The Employer and the Executive initialled an engagement letter in
June 2002, engaging him as Interim President and Chief Executive Officer (the
"Interim Agreement").
THIS AGREEMENT witnesses that the parties have agreed that the terms and
conditions of the relationship shall be as follows:
1. DUTIES
The Employer appoints the Executive to undertake the duties and
exercise the powers as President and Chief Executive Officer of the Employer as
may be requested of the Executive by the Board of Directors of Employer, and in
the other offices to which he may be appointed by the subsidiary companies of
the Employer, and the Executive accepts the office, on the terms and conditions
set forth in this agreement.
2. TERM
The appointment shall commence with effect from January 1, 2003 and
shall continue until terminated in accordance with the provisions of this
agreement.
3. COMPENSATION
(1) The fixed remuneration of the Executive for his services shall be
at the rate of $400,000 for the first year of employment pursuant
to this contract commencing the 1st day of January, 2003. The fixed
remuneration shall be reviewed on each anniversary of employment
pursuant to this contract. The review will be undertaken by
assessing the Executive's achievement of the over-all objectives
established by the Employer and by having regard to the market
rates of remuneration paid in Canada for similar duties and
responsibilities, but in no event shall it be less than $400,000
per annum.
1
{PAGE}
(2) In addition to the fixed remuneration, the Executive shall receive
from the Employer a bonus payment equal to a percentage of the fixed
remuneration for his services for each year or part thereof during the period of
his employment under this contract from and including the year commencing the
1st day of January, 2003, which amount shall be based on the net earnings after
taxes and before unusual items of the Employer as compared to the budgeted
amount for the year calculated as per the attached Schedule A. The budget shall
be prepared by the Executive and shall be subject to approval by the Board of
Directors. ***
(3) The Employer and Executive agree that the Executive shall receive
options to purchase 445,000 common shares of the Employer pursuant to the
Employer's stock option plan. The Executive acknowledges that he received
320,000 stock options in July, 2002 having an exercise price of $8.59 per share
pursuant to the Interim Agreement. The Employer agrees to grant an additional
125,000 stock options at $7.61 pursuant to its stock option plan resulting in an
aggregate of 445,000 stock options being issued. In the event Executive's
employment is terminated other than for cause, the term of the options shall
extend for a period of twelve months from the termination date, and the vesting
provisions of such options shall continue to run for such twelve-month period.
(4) All compensation to be paid to the Executive under this agreement
shall be subject to all applicable deductions and remittances as required by
law.
4. BENEFITS
(1) Automobile. The Executive shall be provided with an automobile
expense allowance of $1,250 per month, which shall be treated as a taxable
benefit to the Executive.
(2) Expenses. It is understood and agreed that the Executive will incur
expenses in connection with his duties under this agreement. The Employer will
reimburse the Executive for any expenses provided that the Executive provides to
the Employer an itemized written account and receipts acceptable to the Employer
within thirty days after they have been incurred. The Executive will not be
reimbursed for any individual item in excess of $10,000 unless approved in
advance by the Chairman of the Board of Directors.
(2) Benefit plans. The Executive shall participate in all benefit plans
(the "Employee Benefits") which the Employer generally provides to its executive
employees, including medical/hospital and extended health care benefits and life
insurance. Benefits will be provided in accordance with the formal plan
documents or policies and any issues with respect to entitlement or formal plan
documents or policies and any issues with respect to entitlement or pay of
benefits under any of the Employee Benefits will be governed by the terms of
such documents or policies establishing the benefit in issue.
------------------
*** Denotes confidential information that has been omitted from the exhibit and
filed separately, accompanied by a confidential treatment request, with the
Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities and
Exchange Act of 1934, as amended.
160978
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CryptoLogic
As referenced in this Employment Agreement:
CryptoLogic Inc. – 6
{FILENAME}t10117exv4w2.txt
{DESCRIPTION}EMPLOYMENT AGREEMENT DATED MARCH 6, 2003
{TEXT}
{PAGE}
EXHIBIT 4.2
EMPLOYMENT AGREEMENT
THIS AGREEMENT made as of the 1st day of January, 2003 between CryptoLogic Inc. ,
a corporation duly incorporated under the laws of Ontario having its head office
at: 1867 Yonge Street, 7th Floor, Toronto, Ontario M4S 1Y5 (the "Employer") and
Lewis Rose, of
_____________
Cryptologic Inc. – agreement has been executed by the parties to
it, the day, month and year first written above.
/s/ Robert Spiegel /s/ Lewis Rose
--------------------------- ----------------------------
Witness Lewis Rose
/s/ Dennis Wing
----------------------------
Chairman
Cryptologic Inc.
/s/ Robert Stikeman
----------------------------
Vice-Chairman
Cryptologic Inc.
8
{PAGE}
Schedule A
Bonus Calculation
{TABLE}
{CAPTION}
PERCENTAGE ACHIEVEMENT BONUS PAYMENT AS A
OF APPROVED BUDGET PERCENT OF ANNUAL SALARY
---------------------------------------------------------------
{S} {
_____________
Cryptologic Inc. – to
it, the day, month and year first written above.
/s/ Robert Spiegel /s/ Lewis Rose
--------------------------- ----------------------------
Witness Lewis Rose
/s/ Dennis Wing
----------------------------
Chairman
Cryptologic Inc.
/s/ Robert Stikeman
----------------------------
Vice-Chairman
Cryptologic Inc.
8
{PAGE}
Schedule A
Bonus Calculation
{TABLE}
{CAPTION}
PERCENTAGE ACHIEVEMENT BONUS PAYMENT AS A
OF APPROVED BUDGET PERCENT OF ANNUAL SALARY
---------------------------------------------------------------
{S} {C}
80 50
85 60
90 75
_____________
dt 1484859
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| 2003 |
Letter Agreement Re: Employment Terms [Amended and Restated]
Letter Agreement Re: Employment Terms [Amended and Restated] (8K)
Doc #165250: Click preview link for longer preview.
May 29, 2003
Alan Black
1400 Seaport Boulevard
Redwood City, CA 94063
Re: Amended and Restated Employment Terms
Dear Alan:
This letter sets forth the terms of your employment at Openwave Systems Inc. (the Company). This letter supersedes all prior agreements relating to the terms of your employment, except for the Change of Control Severance Agreement dated October 12, 2001, between you and the Company (the Change of Control Agreement), the Companys Executive Severance Benefit Policy, and the Confidentiality and Invention Assignment Agreement between you and the Company (the Confidentiality and Invention Assignment Agreement). As we previously agreed, the terms set forth below are effective as of April 1, 2003. Capitalized terms used herein and not otherwise defined, shall have the meanings given to them under the Change of Control Agreement.
Your title will be Senior Vice President, Managing Director EMEA. You will also continue to be a member of the Companys executive management team that consists of the CEO and the most senior executives at the Company that report to the CEO (a CXO level position). In that capacity you will continue to report to me, and in your capacity as MD EMEA you will also report to Al Snyder, Senior Vice President, Worldwide Customer Operations as concerns all customer operations matters.
165250
|
Openwave
As referenced in this Letter Agreement Re: Employment Terms [Amended and Restated]:
Openwave Systems Inc. – May 29, 2003
Alan Black
1400 Seaport Boulevard
Redwood City, CA 94063
Re: Amended and Restated Employment Terms
Dear Alan:
This letter sets forth the terms of your employment at Openwave Systems Inc. (the Company). This letter supersedes all prior agreements relating to the terms of your employment, except for the Change of Control Severance Agreement dated October 12, 2001, between you
_____________
dt 1543492
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Letter Agreement Re: Amended and Restated Employment Terms
Letter Agreement Re: Amended and Restated Employment Terms (4K)
Doc #166207: Click preview link for longer preview.
April 28, 2003
Steve Peters
1400 Seaport Boulevard
Redwood City, CA 94063
Re: Amended and Restated Employment Terms
Dear Steve:
This letter sets forth the terms of your employment at Openwave Systems Inc.
(the "Company"). This letter supersedes all prior agreements relating to the
terms of your employment, except for the Change of Control Severance Agreement,
(the "Change of Control Agreement") and the Confidentiality and Invention
Assignment Agreement (the "Confidentiality and Invention Assignment Agreement"),
each, between you and the Company and dated as of the same date of this letter.
The terms set forth below are effective as of today.
166207
|
Openwave
As referenced in this Letter Agreement Re: Amended and Restated Employment Terms:
Openwave Systems Inc. – April 28, 2003
Steve Peters
1400 Seaport Boulevard
Redwood City, CA 94063
Re: Amended and Restated Employment Terms
Dear Steve:
This letter sets forth the terms of your employment at Openwave Systems Inc.
(the "Company"). This letter supersedes all prior agreements relating to the
terms of your employment, except for the Change of Control Severance Agreement,
(the "Change of Control Agreement") and
_____________
dt 1543493
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| Steve Peters
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| 2003 |
Letter Agreement Re: Employment Terms [Amended and Restated]
Letter Agreement Re: Employment Terms [Amended and Restated] (5K)
Doc #166208: Click preview link for longer preview.
April 28, 2003
Josh Pace
1400 Seaport Boulevard
Redwood City, CA 94063
Re: Amended and Restated Employment Terms
Dear Josh:
This letter sets forth the terms of your employment at Openwave Systems Inc.
(the "Company"). This letter supersedes all prior agreements relating to the
terms of your employment, except for the Change of Control Severance Agreement,
(the "Change of Control Agreement") and the Confidentiality and Invention
Assignment Agreement (the "Confidentiality and Invention Assignment Agreement"),
each, between you and the Company and dated as of the same date of this letter.
The terms set forth below are effective as of today.
Your title will be Vice President, Finance and Chief Accounting Officer. You
will report to the Chief Administrative and Legal Officer. Your monthly base
salary is $20,000 per month or $240,000 on an annualized basis. In addition,
based upon achievement of financial and other performance objectives by the
Corporation under the Corporation's "Corporate Incentive Plan", the Company
shall pay to you an annual incentive cash award based upon a target which shall
be fifty percent (50%) of your base salary, with the actual annual incentive
cash award determined to be below, at, or above target, based upon the Company's
achievement level against the financial and performance objectives.
Notwithstanding the foregoing, the Corporate Incentive Plan does not currently
permit any payments unless the Company is profitable.
166208
|
Openwave
As referenced in this Letter Agreement Re: Employment Terms [Amended and Restated]:
Openwave Systems Inc. – April 28, 2003
Josh Pace
1400 Seaport Boulevard
Redwood City, CA 94063
Re: Amended and Restated Employment Terms
Dear Josh:
This letter sets forth the terms of your employment at Openwave Systems Inc.
(the "Company"). This letter supersedes all prior agreements relating to the
terms of your employment, except for the Change of Control Severance Agreement,
(the "Change of Control Agreement") and
_____________
dt 1543494
;
| Josh Pace
|
| Preview
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| 2003 |
Employment Agreement
Employment Agreement (38K)
Doc #166350: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
AGREEMENT, made December 20, 2002, by and between Synavant Inc., a Georgia corporation (the "Company") and Timothy Waller ("Executive").
RECITALS
WHEREAS, the Company has executed or will execute an Asset Purchase Agreement for the sale of a majority of the assets of the Company (the "Asset Purchase Agreement") and has executed or will execute an Agreement and Plan of Merger in connection with the acquisition of the Company pursuant to a merger, with the Company surviving as a wholly owned subsidiary (the "Merger Agreement");
WHEREAS, in order to induce Executive to remain employed with the Company on and after the closing of the transactions contemplated under the Asset Purchase Agreement and Merger Agreement (the "Transactions", and the date on which the last of the Transactions is consummated, the "Closing Date"), the Company desires to provide Executive with compensation and other benefits on the terms and conditions set forth in this Agreement, in exchange for terminating that certain Tier II Change-in-Control Agreement for Certain Executives of Synavant Inc. dated October 24, 2000 (the "Prior Agreement"); and
WHEREAS, Executive is willing to accept such employment and perform services for Parent and the Company, on the terms and conditions hereinafter set forth.
NOW THEREFORE, it is hereby agreed by and between the parties as follows:
1. Effectiveness; Effect on Prior Agreements; Signing Bonus.
(a) Effectiveness; Effect on Prior Agreements. This Agreement shall become effective as of t |