Corel Corp. Contracts
Sample Business Contracts
Employment Agreement - Corel Corp. and Doug McCollam
Employment Forms
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December 12, 2003
PRIVATE & CONFIDENTIAL
Mr. Doug McCollam
178 Main Road
Hudson, Quebec
JOP 1H0
Dear Doug,
We are excited by prospect of you joining our team and helping to lead Corel
Corporation (the "Company") through the challenging and exciting times ahead of
us. The company is pleased to offer you the position of Chief Financial Officer,
effective January 19,2004 on the terms set out below.
1. REMUNERATION
1.1 Your base salary will be CDN $250,000 per annum.
1.2 The Company is prepared to pay you a target bonus of 100% of the base
salary in additional bonus payments based upon meeting financial targets.
For fiscal year 2004, the financial target shall be based upon a 100% bonus
payable upon the attainment of EBITDA of US $27M. There shall be no bonus
payable in the event EBITDA is less the US $15M. At EBITDA of US $15M or
higher the bonus shall be calculated in a linear manner with no maximum.
Provided that this agreement is signed and returned on or before 5:00 p.m
on Saturday December 13, 2003 and provided you commence your duties with
the Company on or before Monday January 19, 2004, there shall be no pro
rata reduction in the 2004 bonus by reason of your having commenced
employment following the start of the 2004 Fiscal years. EBITDA target of
.27M is before impact of bonus expense.
1.3 For fiscal yean following 2004, the Company shall set financial and other
targets at its discretion. Notwithstanding, for fiscal year 2005 the
financial targets set for you shall not be higher than the financial
targets set for the CEO of the Company.
1.4 Your salary will be reviewed annually.
2. EQUITY
1.1 The Company will grant you options/phantom options units covering 0.5% of
the outstanding common stock of the company at a strike price of US $0.10
per option and based upon a valuation of the Company at the amount paid by
Vector for the acquisition of the Company. The options will be subject to
vesting and other terms as defined in the Company's Phantom Option Plan.
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2. BENEFITS
2.1 You are entitled to participate in the Company's existing benefit plan. The
Company's Group Insurance Benefits, including Life Insurance, Short Term
and Long-Term Disability Benefits, and Extended Health and Dental Benefits
will be made available to you and your eligible dependents upon
commencement of employment. The Company reserves the right to amend, cost
share, or, terminate these benefits from time to time. In the event that
you purchase extended or enhanced benefits under any of the plans, the
Company shall reimburse the premiums paid by you to a maximum amount of CDN
$2,000 per annum.
2.2 You shall be entitled to four weeks annual vacation, in addition to
statutory holidays, subject to the Company's policies regarding vacation
carry-over and pay-out.
3. TRANSITION EXPENSES
3.1 The Company will assist you in your transition to Ottawa as follows:
a) reimburse you up to $700 per week for documented accommodation, meal and
travel expenses until you obtain rental accommodations or until the
expiration of 10 weeks, whichever is earlier;
b) beginning once you obtain rental accommodations, reimburse you up to CDN
$1,500 per month for documented rental accommodation expenses (i.e. rent
and utilities) and mileage expense between Montreal and Ottawa.
c) provide you with a one-time CDN $20,000 allowance to be disbursed as you
deem appropriate to cover one time costs associated with your move to
Ottawa and other first year expenses associated with your transition from
your old employer to the Company.
4. CONFIDENTIALITY OBLIGATIONS
4.1 You acknowledge that, that during the course of your employment with the
Company, you will acquire confidential information, including information
concerning the names and affairs of clients, information concerning
products, trade secrets and information concerning the market for products
sold by the Company and the marketing strategies of the Company, all of
which you hereby acknowledge to be confidential and protectable property of
the Company (collectively, the "Confidential Information").
4.2 You agree, during the term of your employment with the Company or
thereafter, unless required by law that you will not disclose to any person
or use any Confidential Information which you may have acquired in the
course of or incidental to your employment with the Company.
5. NON-SOLICITATION OBLIGATIONS
5.1 You agree that, during the period of employment with the Company and, in
the event of the termination of your employment for any reason whatsoever,
within one year of the date of such
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termination either indirectly or directly, by any means, in any capacity,
approach, solicit, or contact in the course of being engaged in a business
competitive with the Company or attempt to direct away from the Company:
(a) any client or potential client referred to you by the Company during
the term of your employment with the Company and
(b) any client or potential client made known by you by the Company in
during the term of your employment, or in any manner assist any person
in any of the foregoing activities.
5.2 You agree that, during the period of your employment by the Company and,
in the event of the termination of your employment, for a period of one
year to not directly of indirectly attempt or agree to recruit, train or
solicit any person employed by the Company to provide services to yourself
or any person who engages in a business similar to the business of the
Company or in any manner assist any person in any of the foregoing
activities.
6. SEVERANCE PROVISIONS
6.1 (a) If the Company releases you for cause, or you cease your employment
relationship with the Company as a result of a voluntary decision on your
part, no severance or notice payments will be payable.
(b) If your employment is terminated in any other circumstances, your will
be entitled to receive the greater of:
(i) such payments and benefits as are required by the minimum
standards set out in the applicable employment standards legislation;
or
(ii) one month notice or at the Company option payment of one month of
base salary, for each completed year of service or part thereof, not
to exceed 3 months;
which, in either case, you acknowledge and agree is in satisfaction of and
substitution for any and all statutory and common law rights, including
without limitation, any right to reasonable notice of termination.
(c) In the event you decide to voluntarily leave the employ of the Company
you will provide the Company with 45 days written notice prior of such
voluntary termination.
7. TRANSITION
7.1 Commencing January 19, 2004 you will be responsible for the finance, legal,
facilities and the application side of the MIS group with the Company.
Thereafter, the remaining G&A functions of the Company shall be
transitioned to your responsibility at such time and in such manner as
deemed appropriate by the Company. Notwithstanding, it is acknowledged that
it is the Company's intention (but not its commitment) that all G & A
responsibilities shall be transitioned to you by the end of Q3 of fiscal
year 2004.
8. GENERAL
8.1 If any provision or any severable part of any provision of this Agreement
is determined to be void or unenforceable, it will not be deemed to affect
or impair the validity of any other provision or part of any provision in
this Agreement and each such provision and part thereof is
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deemed to be separate and distinct and, to the fullest extent permitted by
law, such void or unenforceable provision or part of the provision will be
severed, and will be deemed to be of no further force and effect.
8.2 This Agreement shall be governed by and construed in accordance with the
laws of the Province of Ontario, applicable therein.
8.3 You acknowledge and agree that this Agreement and all attachments contain
the entire agreement between you and the Company concerning the subject
matter hereof and supercedes all prior representations, agreements,
negotiations, discussions and undertakings, written or oral, between you
and the Company. This Agreement may only be amended, modified or
supplemented by written agreement signed by both you and the President on
behalf of the Company.
It is indeed a pleasure to extend this offer on behalf of Corel Corporation. We
wish you every success in your new position. Please indicate your acceptance of
this offer by signing a copy of this letter and returning to me by 5:00 p.m. on
Saturday December 13,2003, otherwise, this offer letter shall expire at 5:00
p.m. on Saturday, December 13, 2003.
Yours truly,
/s/ AMISH MEHTA
-------------------------------------
AMISH MEHTA
INTERIM CEO
COREL CORPORATION
I accept the terms of employment as stated above.
/s/ Doug McCollam
------------------------------------- DEC 13, 2003
Doug McCollam Date