OFFER AGREEMENT September 20, 2005 David B. Crean Dear David,
Exhibit 10.33
September 20, 2005
Xxxxx X. Xxxxx
Dear Xxxxx,
I am pleased to extend to you an offer to join Vignette Corporation starting November 1, 2005 or sooner at your discretion. Your position will be Vice President, Healthcare Solutions Unit currently reporting to Xxxxxx X. Xxxxx based in Austin, Texas. The challenge in front of us is both exciting and tremendous and we believe that you will bring the skills and attitude that will become a critical part of Vignette’s success. We are eager to have you be part of our team. This offer expires on September 30, 2005.
Your compensation will include the following:
| • | A bi-weekly salary of $10,576.92 (which when calculated on an annual basis equals $275,000.00). |
| • | Subject to you joining Vignette Corporation, we have proposed for you to receive 50,000 stock options through the Vignette Corporation Stock Option Plan with a four year vesting schedule with twenty five percent of the shares vesting at the end of each year. Your grant will be subject to a separate agreement and offer which has to be approved by the Compensation Committee of Vignette’s Board and does not form part of your contract of employment. Once this has been approved, the necessary documents will be sent to you. |
| • | Subject to you joining Vignette Corporation, we have proposed for you to receive 5,000 shares of restricted stock through the Vignette Corporation Stock Option Plan with a three year vesting schedule with thirty three and one third percent of the shares vesting at the end of each year. Your grant will be subject to a separate agreement and offer which has to be approved by the Compensation Committee of Vignette’s Board and does not form part of your contract of employment. Once this has been approved, the necessary documents will be sent to you. |
| • | Eligibility for bonus in the Executive Performance Bonus Plan, targeted at $137,500.00 annually. This bonus is paid out semi-annually at the discretion of the Company, based on the individual and company performance goals. Payment of this bonus may not occur if the company does not meet its financial goals. Your total compensation of base salary and bonus is capped at $900,000 annually. |
| • | Eligibility for all of the benefits provided to Vignette’s employees, which currently include: |
| • | Major medical, dental, vision, short term disability and life insurance coverage for you |
| • | The option to purchase major medical, dental, vision, accident and life insurance coverage for your eligible dependents |
| • | Participation in Vignette’s 401(k) plan upon completion of the plan’s eligibility requirements |
| • | Participation in Vignette’s Employee Stock Purchase Plan |
| • | Nine paid holidays and four weeks accrued paid vacation per year |
Should your employment with Vignette be terminated without “Cause” or for “Good Reason,” during the first twelve months of service, you will receive severance payments paid out on Vignette’s normal payroll schedule, in the equivalent of twelve months base salary, with payment contingent upon execution of a Separation Agreement approved by Vignette which will include appropriate releases and restrictive covenants. After twelve months of service, you will receive severance payments paid out on Vignette’s normal payroll schedule, in the equivalent of three months base salary, with payment contingent upon execution of a Separation Agreement approved by Vignette which will include appropriate releases and restrictive covenants.
“Cause” for purposes of this Agreement shall be defined as your termination as a direct result of any of the following events which remains uncured after 15 days from the date of notice of such breach is provided to you or which cannot by its nature be cured: (a) material misconduct that results in material harm to the business of the Company; (b) material and repeated failure to perform duties assigned by your manager, which failure is not a result of a disability and results in material harm to the business of the Company; (c) starting in April, 2006, a repeated failure (two or more consecutive quarters) of material failure to achieve the reasonable sales targets set by the Company (which shall mean failure to attain at least 75% of such targets; and (d) any material breach of the Company’s policies or of the Proprietary Inventions Agreement which results in material harm to the business of the Company. “Good Reason” for purposes of this Agreement shall be defined as your resignation as a direct result of any of the following events: (i) a decrease in your Base Salary as set forth in this agreement of more than ten percent (10%); (ii) a substantial change in your job duties, position or title; (iii) any material breach by the Company of any provision of this Agreement, which breach is not cured within fifteen (15) days following written notice of such breach from you; (iv) the occurrence of a Change of Control (as defined below) of the Company;
Change of Control for purposes of this Letter Agreement shall be defined as(x) the acquisition of fifty percent (50%) or more of the beneficial ownership interests, or fifty percent (50%) or more of the voting power, of the Company, either directly or indirectly, in one or a series of related transactions, by merger, purchase or otherwise, by any person or group of persons acting in concert (including, without limitation, any one or more individuals, corporations, partnerships, trusts, limited liability companies or other entities); (y) the disposition or transfer, whether by sale, merger, consolidation, reorganization, recapitalization, redemption, liquidation or any other transaction, of fifty percent (50%) or
more by value of the assets of the Company in one or a series of related or unrelated transactions over time.
This offer of employment is contingent upon your execution of this Letter, Employment Application, PRSI Background Check, and satisfaction of the requirements of an I-9 Employment Eligibility Verification Form. At your request, we have not yet performed customary reference checks and such reference calls must be completed and must be satisfactory before you begin employment with the Company. Therefore this offer is contingent on Vignette’s satisfactory completion of such reference checks, which will be completed as soon as possible after you approve our making such calls. Please understand that employment remains “at will”, and neither this letter nor the Plan create an employment contract with you. Also, please understand that the terms of the Plan (as modified by Vignette from time to time) will govern your compensation, and will control to the extent there is any conflict with the terms of this letter.
I am looking forward to having you as a member of the Vignette team.
Sincerely,
| Xxxxxx X. Xxxxx President and Chief Executive Officer Vignette Corporation |
