EXHIBIT 10.14
Agreement
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This Agreement is entered into as of this 15th day of November 2001,
between Parametric Technology Corporation, a Massachusetts corporation (the
"Company"), and Xxxxx X. Xxxxx ("Xxxxx").
WHEREAS, Xxxxx is the Executive Vice President, Global Services; and
WHEREAS, to provide continued incentive for Xxxxx to maintain
employment with the Company, the Company desires to make the following
arrangements with Xxxxx concerning his termination of employment.
NOW, THEREFORE, the Company and Xxxxx hereby agree as follows:
1. Termination Notice. The Company agrees that it may not terminate the
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employment of Xxxxx unless (i) such termination is for Cause (as defined below)
or (ii) the Company has delivered to Xxxxx a written notice of such termination
(the "Termination Notice") at least six months in advance of the termination
date. The duties of Xxxxx during the period from the date of delivery of a
Termination Notice until the termination of his employment shall be as
determined by the Board of Directors or the Chief Executive Officer.
2. Salary. During the period from the date of delivery of the
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Termination Notice (the "Notice Date") until the earlier of (i) the date six
months after the Notice Date or (ii) the date Xxxxx commences employment with
another company or organization, the Company shall pay to Xxxxx a salary that is
equal, on an annualized basis, to the highest annual salary (excluding any
bonuses) in effect with respect to Xxxxx during the six-month period immediately
preceding the Termination Notice.
3. Stock Options. Effective upon a Change in Control (as defined below)
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of the Company, all stock options granted to Xxxxx and then outstanding under
any Stock Option Plan (as defined below) of the Company shall become exercisable
in full, notwithstanding any vesting schedule or other provisions to the
contrary in the agreements evidencing such options; and the Company and Xxxxx
hereby agree that such option agreements are hereby and will be deemed amended
to give effect to this provision.
4. Definitions.
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(a) A termination by the Company of Xxxxx'x employment for "Cause"
shall mean termination (i) for Xxxxx'x willful and continued failure to
substantially perform his duties to the Company (other
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than any such failure resulting from Xxxxx'x incapacity due to physical or
mental illness), provided that (a) the Company has delivered a written demand
for substantial performance to Xxxxx specifically identifying the manner in
which the Company believes that Xxxxx has not substantially performed his
duties, and (b) Xxxxx has not cured such failure within 30 days after such
demand, (ii) for willful conduct by Xxxxx which is demonstrably and materially
injurious to the Company, or (iii) for Xxxxx'x willful violation of any material
provision of any confidentiality, nondisclosure, assignment of invention,
noncompetition or similar agreement entered into by Xxxxx in connection with his
employment by the Company. For purposes of this paragraph, no act or failure to
act on Xxxxx'x part shall be deemed "willful" unless done or omitted to be done
by Xxxxx not in good faith and without reasonable belief that his action or
omission was in the best interests of the Company.
(b) A "Change in Control" of the Company shall mean the occurrence
of any of the following events: (i) any "person", as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (other than the Company, any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, or any corporation
owned directly or indirectly by the stockholders of the Company in substantially
the same proportion as their ownership of stock in the Company) is or becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing 50% or more of
the combined voting power of the Company's then outstanding securities (other
than as a result of acquisitions of such securities from the Company); (ii)
individuals who, as of the date hereof, constitute the Board of Directors of the
Company (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board, provided that any person becoming a director subsequent
to the date hereof whose election, or nomination for election by the Company's
stockholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board (other than an election or nomination of an
individual whose initial assumption of office is in connection with an actual or
threatened election contest relating to the election of the directors of the
Company) shall be, for purposes of this Agreement, considered to be a member of
the Incumbent Board; (iii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than (A) 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) more than
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50% of the combined voting power of the voting securities of the Company or such
surviving entity (including any person that, as a result of such transaction,
owns all or substantially all of the Company's assets either directly or through
one or more subsidiaries) outstanding immediately after such merger or
consolidation or (B) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no "person"
(as defined above) acquires more than 20% of the combined voting power of the
Company's then outstanding securities; or (iv) the stockholders of the Company
approve a plan of complete liquidation of the Company.
(c) A "Stock Option Plan" of the Company shall mean any stock option
or equity compensation plan of the Company in effect at any time, including
without limitation the 1987 Incentive Stock Option Plan, the 1997 Incentive
Stock Option Plan, the 1997 Non-statutory Stock Option Plan and the 2000 Equity
Incentive Plan.
5. Term. This Agreement shall continue in effect until February 28,
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2003, unless extended by the mutual written consent of the Company and Xxxxx.
6. Successors.
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(a) This Agreement is personal to Xxxxx and without the prior
written consent of the Company shall not be assignable by Xxxxx otherwise than
by will or the laws of descent and distribution.
(b) This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns.
(c) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, "Company" shall mean the Company as
defined above and any successor to its business and/or assets as aforesaid which
assumes and agrees to perform this Agreement.
7. Miscellaneous.
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(a) This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts, without reference to
principles of conflict of laws.
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(b) This Agreement may not be amended or modified otherwise than by
a written agreement executed by the parties hereto or their respective
successors and legal representatives.
(c) All notices and other communications hereunder shall be in
writing and shall be delivered by hand delivery, by a reputable overnight
courier service, or by registered or certified mail, return receipt requested,
postage prepaid, in each case addressed as follows:
If to the Company:
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Parametric Technology Corporation
000 Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Senior Vice President - General Counsel
If to Xxxxx:
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Xxxxx X. Xxxxx
00 Xxxxxxxxxxxx Xxx
Xxxx X
Xxxxxx, XX 00000
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Any notice or communication shall be deemed to
be delivered upon the date of hand delivery, one day following delivery to such
overnight courier service, or three days following mailing by registered or
certified mail.
EXECUTED as of the date first written above.
PARAMETRIC TECHNOLOGY CORPORATION
By: /s/ C. Xxxxxxx Xxxxxxxx
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C. Xxxxxxx Xxxxxxxx
Chief Executive Officer and President
/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
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