Phoenix Technologies Ltd. Contracts
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Employment Agreement - Phoenix Technologies Ltd. and Albert E. Sisto
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[PHOENIX TECHNOLOGIES LOGO]
PHOENIX TECHNOLOGIES LTD.
PERSONAL & CONFIDENTIAL
Via e-mail
June 8, 1999
Mr. Albert E. Sisto
1105 Via Roble
Lafayette, CA 94549
Dear Al:
The entire Board of Directors is very excited and enthusiastic about your
joining Phoenix Technologies as the President & Chief Executive Officer.
Through the course of the selection process, we have developed tremendous
confidence in your ability to provide outstanding leadership for Phoenix. We
believe you will significantly contribute to the growth and success of the
company.
On behalf of the Board, I am very pleased to present the terms of your
employment and look forward to working through with you the details of the
announcement, planned for June 21, 1999.
The terms of the offer are as follows:
(1) POSITION
President & Chief Executive Officer. You will be appointed to the Board of
Directors at our next board meeting.
(2) START DATE
We propose a start date as soon as reasonably convenient for you. However, in
no case will this date be later than June 21, 1999. The formal announcement
of your appointment will be made as soon as you can devote at least 75% of
your time to this assignment. This is to occur on June 21, 1999. In no case
will full time employment start later than July 5, 1999.
<PAGE>
(3) SALARY
Your base salary will be $350,000 per year, payable semimonthly at the rate
of $ 4,583. The Board of Directors will review your base salary annually
according to the Company's established performance review process.
(4) BONUS
You will be eligible for a performance bonus targeted at 50% of your base
salary, with the ability to exceed target bonus based on outstanding
performance. You will work with the board in your first 45 days to define and
agree on the specific criteria and measurement for fiscal year 1999 bonus
objectives. As a way to frame the discussion, objectives could include:
(a) the development of a clear business plan detailing product strategy,
market differentiation, sales and distribution strategy, staffing plans and
P&L projections; (b) managing the successful release of the next generation
product; (c) achieving specific revenue targets; (d) setting and meeting
analyst expectations (e) successfully staffing the senior management team;
(f) retaining key executive and technical talent; and, (g) managing and
maintaining effective relationships within the employee ranks; (h)
successfully staffing the board.
(5) EQUITY -- OPTION GRANT
You will be granted five hundred thirty thousand (530,000) non-qualified
stock options upon your hire date. The option term will be ten (10) years
from the date of the grant. These stock options will vest over four years.
One hundred thirty-two thousand five hundred (132,500) options will vest on
the first anniversary of your hire date. The remaining three hundred
ninety-seven thousand five hundred (397,500) shares will vest quarterly from
months 13 through 48, in equal quarterly installments. The stock option price
will be that price posted for Phoenix Technologies Limited common stock
(NASDAQ:PTEC) at the close of business on the date this offer letter is fully
executed.
In addition, you will be eligible to receive additional annual option grants
at the discretion of the board based on meeting and exceeding annual MBO's.
(6) ACCELERATED VESTING BASED ON CHANGE-OF-CONTROL
In the event of a "change of control," your vesting schedule will immediately
be accelerated to vest 100% of all unvested options. The definition of
change-of-control and the actual mechanics of the acceleration will be
pursuant to the standard change-of-control agreements that are already in
place for key management.
<PAGE>
(7) SALARY CONTINUATION IN THE EVENT OF TERMINATION OF EMPLOYMENT
You will have a two-year employment contract that will be subject to
non-solicitation, non-compete and confidentiality provisions.
In the event of termination due to change-of-control of the Company, you will
receive, upon execution of appropriate termination and release agreements,
severance benefits for up to eighteen months. One year is guaranteed. The
remaining six months is available until you engage in full time employment.
These benefits are paid monthly.
If you are terminated due to disability at any time, you will continue to
receive your base salary compensation until you become eligible for
disability compensation under the company disability plan.
If Phoenix terminates you without cause, you will receive, upon execution of
appropriate termination and release agreements, severance benefits for up to
eighteen months. One year is guaranteed. The remaining six months is
available until you engage in full time employment. These benefits are paid
monthly.
All severance payments will be subject to execution of appropriate release
agreements and continued compliance with covenants related to competition,
disclosure and solicitation of employees.
(8) BENEFITS
You will be eligible to participate in all Phoenix benefit plans.
(9) VACATION
You are eligible for four weeks paid vacation per year. In addition, you will
be eligible for prorated vacation benefits for fiscal 1999.
(10) FINANCIAL PLANNING & COUNSEL
You are eligible for reimbursement for up to $5,000 annually for tax planning
and financial counsel.
(11) PERSONAL LOAN
Phoenix will guarantee a personal loan for up to $300,000 for a period of up
to four (4) years from the date of employment.
<PAGE>
This offer letter shall be binding on both parties once fully executed.
Please respond to this offer by returning a signed copy via facsimile to
617-928-9301 no later than June 9, 1999.
Al, we are all excited with the prospect of your joining Phoenix. I
personally look forward to being a part of your team as you lead Phoenix into
an exciting future that is certain to result in the enhancement of
shareholder value and the reaping of tremendous rewards for you and your
family.
Sincerely,
/s/ Anthony P. Morris
Mr. Anthony P. Morris
Director
Chairman, Search Committee
CC: Mr. Charles Federman
Mr. Ronald Fisher
Mr. George Huang
Mr. Jack Kay
Mr. Anthony Sun
Acceptance: The signing of this letter acknowledges the acceptance of the offer
contained herein.
Agreed & accepted:
/s/ Albert E. Sisto 6/10/99
------------------------- -------------------------
Mr. Albert E. Sisto Date
plus attached email from Jack Kay dated 6/10/99