Ascential Software Corp. Contracts
Sample Business Contracts
Employment Agreement - Informix Software Inc. and Yon Yoon Jorden
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May 22, 2000
Ms. Yon Yoon Jorden
1789 Fence Row Drive
Fairfield, CT 06430
Dear Yon:
I am pleased at the prospect of you joining our Senior Executive Team as Chief
Financial Officer. We have exciting challenges before us and I am convinced that
you will provide outstanding leadership to our Finance organization and Senior
Executive Team. The purpose of this letter is to set forth our offer of
employment at Informix Software, Inc. (Company). We propose that you begin
employment with the Company in the capacity of Executive Vice President and
Chief Financial Officer, reporting directly to me.
Your salary computed on an annual basis beginning on the date you become an
employee of the Company, will be $500,000 per year and shall be paid in equal
semi-monthly installments. You will also participate in the Executive Incentive
Compensation Plan (EICP) in 2000 at a rate of 70%. Plan details will be provided
under separate cover. The EICP payment, at the 70% level, will be guaranteed for
the first twelve months. In addition, you will receive a sign-on bonus in the
amount of $200,000, payable within ten (10) days of today, your employment date.
In addition to the above, the Compensation Committee of the Board of Directors
has approved a non-qualified stock option under the Informix Corporation
Employee Stock Option Plan to acquire 600,000 shares of the common stock of
Informix Corporation. This option will be priced as of close of business today,
May 22, 2000, assuming your execution of this offer letter today. You, of
course, will be under no obligation to exercise any stock options that may be
granted to you.
To facilitate your home purchase in the Bay Area, we will provide an interest
free loan of $600,000 that will be forgiven 25% ratably on your employment
anniversary. The entire loan will be forgiven should a Change-of-Control (COC)
occur, as outlined in the COC agreement. The COC and severance elements of our
offer are set forth in the enclosed Change-of-Control and Severance Agreement,
which will be executed upon your acceptance of the offer. Briefly, the following
elements will be included in the Change-of-Control and Severance Agreement:
- Severance absent a COC, for other than cause, to be two (2) years base pay
- Severance with a COC ("single trigger") to be two (2) years on target
earnings (base + annual incentive)
- 280G excise tax protection
- Stock option vesting acceleration @ 50% if COC within six (6) months of
grant; @ 100% if after six (6) months of grant.
In addition to the relocation package outlined in the attached document, we will
provide an appropriate housing allowance for up to one year following your date
of hire.
This offer of employment is contingent upon the following:
- Your signing of the Company's Employee Agreement for Nondisclosure of
Confidential Information.
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Ms. Yon Yoon Jorden
May 22, 2000
- Your acceptance of this offer by signing the letter below.
- Your signing of a W-4 form
- On your first day of employment you must provide proof of your legal right
to work in the United States and complete the Immigration Form I-9 as
required by the U.S. Immigration and Naturalization Service. These include
either a U.S. passport, a U.S. certificate of citizenship, a U.S.
certificate of naturalization, an unexpired foreign passport with attached
employment authorization, or an alien registration card with photograph, or
a state driver's license, a state I.D. card, or a U.S. military card; AND a
Social Security card or a U.S. birth certificate. If you do not have proof
of identification on the first day of employment, you will be sent home to
obtain the documents. You will not be placed on the payroll until the I-9
form is completed by a Company representative after examining your
documents. IF FOR ANY REASON YOU ARE UNABLE TO PROVIDE PROOF OF YOUR
IDENTITY AS WELL AS YOUR LEGAL RIGHT TO WORK IN THE UNITED STATES WITHIN
THE FIRST THREE DAYS, THE COMPANY MAY TERMINATE YOUR EMPLOYMENT. From time
to time after your first day of employment, you may be asked to provide
proof of your identity as well as your legal right to work in the United
States. Employment may be contingent upon approval of an Export License
granted by the U.S. Department of Commerce, if required in the United
States.
This offer of employment is "at will" which means that it is not for any
specific period of time and your employment may be terminated with or without
cause by yourself or the Company at any time and for any reason. As an employee
of Informix, you also agree to comply with company policies, procedures and
standards of conduct that may be established by the Company. This offer of
employment contains all of the terms and conditions of your employment with the
Company and supersedes any and all prior oral or written representations or
agreements made by anyone employed by, or associated with, the Company. The
terms of this offer, if accepted, will become your terms of employment and can
only be added to or modified by a written document signed by the Vice President
of Human Resources or me.
I am looking forward to your acceptance of this offer. Please acknowledge your
acceptance by signing and dating this letter and returning it to us. As
discussed, you will immediately commence and continue strategic planning
discussions with your Finance team and the Senior Executive Team. Please
complete and return all of the enclosed new hires forms to the Human Resources
Staffing Department. Enclosed for your convenience in returning the offer letter
and related material is a self-addressed envelope. Should you have any questions
regarding this offer, please call me directly at 650-926-6162 or Wayne Page at
650-926-6818.
Sincerely,
INFORMIX SOFTWARE, INC.
Jean-Yves Dexmier
Chief Executive Officer
Enclosures
1. Draft Change-of-Control and Severance Agreement
2. Relocation Policy, including executive supplement
AGREED ON THE 22ND DAY OF MAY
SIGNED: /s/ Yon Yoon Jorden
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INFORMIX CORPORATION
CHANGE OF CONTROL AND SEVERANCE AGREEMENT
This Change of Control and Severance Agreement (the "Agreement") is
made and entered into by and between Yon Yoon Jordan (the "Executive") and
Informix Corporation (the "Company"), effective as of the last date set forth by
the signatures of the parties below (the "Effective Date").
RECITALS
A. It is expected that the Company from time to time will consider the
possibility of an acquisition by another company or other Change of Control (as
defined below). The Board of Directors of the Company (the "Board") recognizes
that such consideration, and the possibility that the Executive's employment
could be terminated by the Company for a reason other than for cause, can be
distractions to the Executive and can cause the Executive to consider
alternative employment opportunities. The Board has determined that it is in the
best interests of the Company and its stockholders to assure that the Company
will have the continued dedication and objectivity of the Executive,
notwithstanding the possibility, threat or occurrence of a Change of Control of
the Company or the termination by the Company of the Executive's employment for
a reason other than for cause.
B. The Board believes that it is in the best interests of the Company
and its stockholders to provide the Executive with an incentive to continue his
or her employment with the Company, or a wholly-owned subsidiary of the Company,
as the case may be, and to motivate the Executive to maximize the value of the
Company upon a Change of Control for the benefit of its stockholders.
C. The Board believes that it is imperative to provide the Executive
with certain benefits upon a Change of Control or upon the termination by the
Company of the Executive's employment for a reason other than cause, thereby
encouraging the Executive to remain with the Company notwithstanding the
possibility of a Change of Control or termination of employment for a reason
other than for cause.
The Company and the Executive hereby agree as follows:
1. TERM OF AGREEMENT. This Agreement shall terminate upon the date that
all obligations of the Company and the Executive with respect to this Agreement
have been satisfied.
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2. AT-WILL EMPLOYMENT. The Company and the Executive acknowledge that
the Executive's employment is and shall continue to be at-will, as defined under
applicable law, and may be terminated at any time by either party, with or
without cause.
3. CHANGE OF CONTROL. In the event a Change of Control occurs within
six months following the effective date of options granted to the Executive to
purchase the Company's common stock, and if the Executive is employed by the
Company as of the date of the Change of Control, the Executive's stock options
shall have their vesting accelerated as to two years' additional vesting. In the
event that stock option vesting is accelerated pursuant to the preceding
sentence, the remaining stock options, if any, shall continue to vest at a
monthly rate equal to the total number of shares originally subject to the
option divided by the number of months in the original vesting schedule. In the
event a Change of Control occurs on or after six months following the effective
date of options granted to the Executive to purchase the Company's common stock,
and if the Executive is employed by the Company as of the date of the Change of
Control, the Executive's Stock Options shall have their vesting accelerated in
full so as to become 100% vested.
For the purposes of this Agreement, "Change of Control" shall mean:
(a) the approval by the stockholders of the Company of a
merger or consolidation of the Company with any other corporation, other than a
merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) fifty percent (50%) or more of the total voting power
represented by the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation; or
(b) any approval by the stockholders of the Company of a plan
of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company's assets;
or
(c) any "person" (as that term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended) becoming the
"beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act
of 1934, as amended), directly or indirectly, of securities of the Company
representing 50% or more of the total voting power represented by the Company's
then outstanding voting securities; or
(d) a change in the composition of the Board, as a result of
which fewer than a majority of the directors are Incumbent Directors. "Incumbent
Directors" shall mean directors who either: (a) are directors of the Company as
of the Effective Date; or (b) are elected, or nominated for election, to the
Board with the affirmative votes of at least a majority of those directors whose
election or nomination was not in connection with any transaction described in
subsections (a), (b), or (c) above, or in connection with an actual or
threatened proxy contest relating to the election of directors of the Company.
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4. GOLDEN PARACHUTE EXCISE TAXES. Anything in this Agreement to the
contrary notwithstanding, in the event it shall be determined that any payment
or distribution, or any acceleration of vesting of any benefit or award, by the
Company or its affiliated companies to or for the benefit of the Executive,
payable within the meaning of Section 280G of the Internal Revenue Code (the
"Code") (whether paid or payable, distributed or distributable or accelerated or
subject to acceleration pursuant to the terms of this Agreement or otherwise,
but determined without regard to any additional payments required under this
Section 4) (a "Payment") would be subject to the excise tax imposed by Section
4999 of the Code, or any interest or penalties are incurred by the Executive
with respect to such excise tax (such excise tax, together with any such
interest and penalties, are hereinafter collectively referred to as the "Excise
Tax"), then the Executive shall be entitled to receive an additional payment (a
"Gross-Up Payment") on an amount such that after payment by the Executive of all
taxes imposed upon the Gross-Up Payment and any interest or penalties imposed
with respect to such taxes, the Executive retains an amount of the Gross-Up
Payment equal to the sum of: (a) the Excise Tax imposed upon the Payments; and
(b) the product of any deductions disallowed because of the inclusion of the
Gross-Up Payment in the Executive's adjusted gross income and the highest
applicable marginal rate of federal income taxation for the calendar year in
which the Gross-Up Payment is to be made. For purposes of determining the amount
of the Gross-Up Payment, the Executive shall be deemed to have: (a) paid federal
income taxes at the highest marginal rates of federal income taxation for the
calendar year in which the Gross-Up Payment is to be made; (b) paid applicable
state and local income taxes at the highest rate of taxation for the calendar
year in which the Gross-Up Payment is to be made, net of the maximum reduction
in federal income taxes which could be obtained from deduction of such state and
local taxes; and (c) otherwise allowable deductions for federal income tax
purposes at least equal to those which would be disallowed because of the
inclusion of the Gross-Up Payment in the Executive's adjusted gross income. The
payment of a Gross-Up Payment under this Section 4 shall in no event be
conditioned upon the Executive's termination of employment or the receipt of
severance benefits under this Agreement.
5. SEVERANCE.
(a) If, within one year of a Change of Control, the
Executive's employment is terminated either by the Executive for any reason or
by the surviving entity for any reason other than for Cause (as defined below),
the Executive shall receive severance in the amount of two years' base salary
plus two years' on target earnings.
(b) If the Executive's employment by the Company is terminated
by the Company for any reason other than for Cause, the Executive shall receive
severance in the amount of two years' base salary.
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(c) If the Executive's employment by the Company is terminated
by the Company for Cause, or the Executive voluntarily resigns, the Executive
shall not receive severance.
(d) For purposes of this Agreement, "Cause" shall mean the
occurrence of one or more of the following: (i) Executive's conviction by, or
entry of a plea of guilty or NOLO CONTENDRE in, a court of competent
jurisdiction for any crime which constitutes a felony in the jurisdiction in
which the conduct alleged to constitute the felony occurred; (ii) Executive's
misappropriation of funds or property or commission of an act of fraud, whether
prior or subsequent to the Effective Date; (iii) gross negligence or
recklessness by the Executive in the scope of the Executive's services to the
Company; (iv) a breach by the Executive of a material provision of this
Agreement which is not cured within 30 days of notice; (v) a willful failure by
the Executive substantially to perform his or her duties and responsibilities as
an employee after notice of such failure; or (vi) a material breach by the
Executive of the Company's policies or procedures.
6. ATTORNEY FEES, COSTS AND EXPENSES. The Company promptly shall
reimburse the Executive, on a monthly basis, for the reasonable attorney fees,
costs and expenses incurred by the Executive in connection with any action
brought by Executive to enforce his or her rights under this Agreement,
regardless of the outcome of the action.
7. SUCCESSORS.
(a) COMPANY'S SUCCESSORS. Any successor to the Company
(whether direct or indirect and whether by purchase, merger, consolidation,
liquidation or otherwise) to all or substantially all of the Company's business
and/or assets shall assume the obligations under this Agreement and agree
expressly to perform the obligations under this Agreement in the same manner and
to the same extent as the Company would be required to perform such obligations
in the absence of a succession. For all purposes under this Agreement, the term
"Company" shall include any successor to the Company's business and/or assets
which executes and delivers the assumption agreement described in this Section
5(a), or which becomes bound by the terms of this Agreement by operation of law.
(b) EXECUTIVE'S SUCCESSORS. The terms of this Agreement and
all rights of the Executive hereunder shall inure to the benefit of, and be
enforceable by, the Executive's personal or legal representatives, executors,
administrators, heirs, distributees, devisees and legatees.
8. MISCELLANEOUS PROVISIONS.
(a) WAIVER. No provision of this Agreement shall be modified,
waived or discharged unless the modification, waiver or discharge is agreed to
in writing and signed by the Executive and by an authorized officer of the
Company (other than the Executive). No waiver by either party of any breach of,
or of compliance with, any
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condition or provision of this Agreement by the other party shall be
considered a waiver of any other condition or provision or of the same
condition or provision at another time.
(b) WHOLE AGREEMENT. No agreements, representations or
understandings (whether oral or written and whether express or implied) which
are not expressly set forth in this Agreement have been made or entered into by
either party with respect to the subject matter hereof. This Agreement
represents the entire understanding of the Company and the Executive with
respect to the subject matter of this Agreement and this Agreement supersedes
all prior agreements, arrangements and understandings regarding the subject
matter of this Agreement. If stock option vesting acceleration is triggered
pursuant to this Agreement, the Executive agrees that he or she shall not be
entitled to any additional stock option vesting pursuant to a prior agreement,
arrangement or understanding.
(c) CHOICE OF LAW. The validity, interpretation, construction
and performance of this Agreement shall be governed by the laws of the State of
California.
(d) SEVERABILITY. The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision hereof, which shall remain in full force
and effect.
(e) COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together will constitute one and the same instrument.
IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
the case of the Company by its duly authorized officer, as of the day and year
set forth below.
COMPANY INFORMIX CORPORATION
____________________________________
Dated: Effective June __, 2000
EXECUTIVE ____________________________________
Dated: Effective June __, 2000
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INFORMIX RELOCATION POLICY
PURPOSE:
To provide for the reimbursement of relocation expenses for internal domestic
transfers.
SCOPE:
All Exempt employees and their dependents.
POLICY:
A. Relocation assistance will be provided for Exempt transfers with the
understanding that reasonable living standards and good judgment will
be exercised.
B. Financial assistance for expenses of dependents under this policy shall
be limited to members of the employee's household who live with the
employee at the time of transfer and will relocate to the employee's
new residence.
C. Relocation assistance will be provided for only those new transfers
where the distance between their new work place and former residence is
at least 50 miles greater than distance from former work place to
former residence.
D. Spousal career assistance will be provided by Informix's Staffing
department.
E. Except for the one-time cash allowance (see A.6. below), reimbursements
under this policy, resulting in taxable income to the employee, will be
"grossed-up."
PROCEDURE:
A. Travel and Living Expenses: Reasonable and necessary expenses of travel
and living for the employee and his/her dependents will be reimbursed
for the following:
1. Travel of the employee from his/her former residence to the
new location in order to commence employment. Includes travel,
meals (refer to standard company practice), and lodging en
route for one-way trip.
2. Temporary living of the employee who relocates in advance of
his/her family's relocation. Includes meals (refer to standard
company practice), lodging, and one car rental for a maximum
of four weeks.
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3. Residence search trip for the employee's spouse includes
round-trip travel, car rental, meals, lodging, babysitter's
fees for one trip. Residence search trip is limited to a
maximum of seven days.
4. Travel of employee's dependents to the new location. Includes
travel, meals, and lodging en route.
5. Temporary living quarters for employee and his/her family,
who, due to circumstances beyond the employee's control,
require emergency accommodations at the new location because
a) the new residence is not ready for occupancy; or b) the
furniture has not arrived as yet. Includes meals, lodging and
one car rental for a maximum of three (3) weeks.
6. As part of the employee's relocation package, the employee
will receive the equivalent of one month's base salary (up to
a maximum of $6,250), within the first thirty days of
employment. This payment is taxable income.
7. General:
a) Travel expense is limited to coach air fare, train fare not to
exceed coach fare, or automobile mileage for one automobile at a
rate of 31 cents per mile, with point-to-point mileage in
accordance with recognized standard mileage charts.
b) Travel expense of driving is limited to the number of full driving
days required to make the trip based on driving 600 miles per day.
Example: If an employee is driving from Tucson, Arizona to San
Francisco, CA the company will pay for meals and lodging for a
total of two (2) days, since the Rand-McNally Road Atlas shows
that the mileage between Tucson and San Francisco is 1,100 miles.
c) In no case shall there be more than one car rental at the same
time for the employee and/or his/her dependents.
d) Any exception beyond the limits outlined in this policy will be
granted only by prior approval from the Dept. Vice President and
Human Resources.
A. MOVING ASSISTANCE:
Informix Software, Inc. Finance Department, in conjunction with the Human
Resources Department, will select, authorize and pay the moving company directly
for the expense of moving the employee's normal household goods and personal
effects from his/her former residence to his/her new residence, including the
following:
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1. SHIPMENT: Includes shipment of normal household goods and personal
effects from the former residence to the new residence. Does not
include shipping of livestock, boats, trailers, trees, shrubs,
firewood, construction material or other property requiring special
handling. Does not include exclusive use of van, mover's overtime or
waiting time, extra labor charges or additional pickup and delivery
stops. If employee arranges for shipment of goods and pays for it on
their own, Informix will pay back only receipted expenses with HR
approval.
2. PACKING AND UNPACKING: Includes packing of normal household goods and
personal effects from the former residence to the new residence. Does
not include disassembly, assembly, handling or placement of objects,
equipment or permanently fixed installations; such as, outdoor
fireplaces, swing sets, TV antenna, etc. which require extra labor
charges.
3. DISCONNECTING AND CONNECTING APPLIANCES: Limited to services arranged
for or performed by the moving company. At the new residence,
assistance is provided only for connection to existing outlets already
in the house. Up to $100 maximum total for disconnection of appliances
at the old residence and reconnection of the same appliances at the new
residence (TV antenna not covered).
4. REIMBURSEMENT OF COSTS ASSOCIATED WITH SALE AND PURCHASE OF HOME: Up to
a maximum of $5,000 flat fee to offset closing costs, payable at the
time the current residence is sold.
5. REIMBURSEMENT OF COSTS ASSOCIATED WITH LEASE BREAKING (RENTERS): Up to
one month rent to compensate employees for lease cancellation
penalties--payable upon receipts of documentation of penalties. This
amount is taxable.
6. STORAGE: Includes in-transit storage of household goods and personal
effects shipped from the former residence for a maximum of 60 days.
7. SHIPMENT OF PETS: Includes shipment of normal household pets such as
cat or dog. Such animals should be taken as baggage with the family
traveling commercially, if possible. Board is limited to the number of
days of family temporarily living at the new location. The Company
assumes no liability for pets.
8. INSURANCE: Includes mover's coverage of $2 per pound for damage to
common household goods and personal effects. Does not cover such items
as valuable antiques, cash, documents, plants and perishables.
9. AUTOMOBILES: Includes shipment of one (1) automobile if relocation is
1,500 miles or less; for distance over 1,500 miles up to two (2)
automobiles may be
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shipped provided commercial travel accommodations are used by the
employee and his/her dependents in traveling to the new location.
Reasonable judgment should be used in considering the value of the
automobile versus its shipping costs.
10. LIMITATIONS: Expenses which are not authorized by Informix Software,
Inc. will not be reimbursed and are the financial responsibility of the
employee, including the following:
a) Any handling, shipping, insuring or other services performed by
the mover requiring additional labor or other charges.
b) The cost of services performed by the employee, his/her
dependents, relatives or thers not authorized by the Company.
c) Gratuities to moving company employees.
A. EXPENSE REPORT INSTRUCTIONS:
1. The employee must file a separate expense report for each of the
following items:
a) Employee and dependent transportation from former residence to new
location.
b) Each week or partial week of temporary living.
c) Spouse's search for residence.
1. All expense reports must be signed by the employee and approved by
his/her manager.
2. The Accounting Department will be responsible for maintaining all
records of amounts paid, and for determining the tax status of each
payment in accordance with current tax regulations.
3. No expenses may be billed directly to Informix Software, Inc. other
than for moving company, air travel tickets and car rental which
expenses have been preapproved.
4. All expense reports must be accompanied by receipts in accordance with
regular company expense accounting practices. Receipts must be
submitted for such items at hotel bills, air tickets, car rentals,
babysitter fees, etc.
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INFORMIX SOFTWARE, INC.
REIMBURSEMENT AGREEMENT
Please sign and send this Agreement directly to Trish Logsdon in Payroll
(Lenexa, Kansas).
Relocation Reimbursement Agreement between Informix Software, Inc. and
________________.
To facilitate your relocation, Informix Software, Inc. will reimburse you for
all reasonable and approved expenses for the items listed in the attached policy
up to and not exceeding a total of US $_____________. All expense items must be
accompanied by receipts.
The employee agrees to repay Informix Software, Inc. 100% of the original sum
reimbursed if he/she resigns or is terminated for cause within one year of your
hire date.
At Informix's discretion, part or all of the monies to be repaid can be withheld
from any outstanding monies due the terminating employee.
Agreed _____________________________ Date _________________
For Informix _________________________ Date _________________
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YON JORDEN - CHIEF FINANCIAL OFFICER RELOCATION SUPPLEMENT
This outline supplements the standard Informix relocation policy and adapts it
to the relocation to the Bay Area of Yon Jorden - Chief Financial Officer. It is
the intent of this supplement to cover reasonable relocation expenses to the Bay
Area to facilitate a "zero out-of-pocket" relocation. In addition to the
features outlined in that policy, Informix agrees to include the following:
- Availability of the relocation services of US RELOCATION SERVICES,
including:
- Relocation management and consultation
- Guaranteed home sale assistance based on market appraisals
- Temporary living expenses (corporate housing) shall be paid until the
sale of your Connecticut home or until you find a suitable apartment or
rental home.
- We will pay for the storage of your personal household items for up to
one year.
- A monthly rental allowance of up to $4,000 will be provided for a
maximum of one year.
- Four (4) residence search trips shall be authorized for you and your
son rather than the one (1) search trip.
- Insurance shall be provided for full replacement cost of household
goods rather than limited to $2 per pound.
- We will cover the normal closing costs for the sale of your current
home including real estate commission, attorney fees, survey, recording
fees, and revenue stamps.
- We will cover the normal closing costs for the purchase of a home in
the Bay Area including, up to two (2) "points" mortgage buy down.
- We will "gross-up" all reimbursed moving expenses to assure a "no tax
impact" relocation (does not apply to disturbance allowance).
- We will reimburse for the professional services of a qualified CPA to
assist with your tax filings for the year of the relocation. Should the
Board not adopt financial planning services for the Senior Executive
Team, you will receive an allowance, up to $10,000 for financial
planning or estate planning services for the year following your
relocation.
- We will provide reimbursement of additional van line expenses should
you elect to rent temporary housing and move to a permanent home within
one year.
- We will reimburse for the required special handling required for your
wine collection.
Details regarding these enhancements or the basic Informix Relocation Policy
should be discussed directly with Wayne Page, Vice President - Human Resources.
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