Exhibit 10.19
Savoir Technology Group, Inc.
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
January 22, 1998
Xx. Xxxxxx X'Xxxxxx
Savoir Technology Group, Inc.
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Dear Xxx:
This letter agreement sets forth the terms and conditions of your
employment with Savoir Technology Group, Inc. ("Company").
In consideration of the mutual covenants and promises made in this letter
agreement, you and the Company agree as follows:
1. Employment. Commencing as of January 1, 1998 (the "Effective Date"),
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you will continue to serve as the Company's Senior Vice President. You will be
given such duties, responsibilities and authority as are appropriate to such
position. Throughout the term of your employment, you will devote such business
time and energies to the business and affairs of the Company as needed to carry
out your duties and responsibilities as Senior Vice President, subject to the
overall supervision and direction of the Chief Executive Officer.
2. Term. Commencing as of the Effective Date, your employment with the
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Company will be "at-will." Either you or the Company can terminate your
employment at any time and for any reason, with or without cause and with or
without notice, in each case subject to the terms and provisions of paragraph 6
below.
3. Salary. For your services to the Company as Senior Vice President, you
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will be paid a base salary, payable semi-monthly during each month of
employment, at an annualized rate of one hundred and fifty thousand dollars
($150,000) per year.
4. Bonuses. Upon the closing of the Star Merger and achievement of
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Company revenue of seventy-five million dollars ($75,000,000) in any quarter
thereafter, you will receive a one-time special cash bonus of $12,500 in
recognition of your performance. In addition, you will be eligible to receive a
regular annual bonus if the goals of the regular annual bonus program are
achieved. The terms of the regular annual bonus plan will be determined by the
Compensation Committee of the Board of Directors. For the purposes of such plan,
your target bonus will be $50,000, of which $10,000 will be the target bonus for
each calendar quarter and will be paid quarterly upon the attainment of certain
quarterly performance criteria and $10,000 will be the
Xx. Xxxxxx X'Xxxxxx
January 22, 1998
Page 2
target bonus for the entire year and will be paid annually upon the attainment
of certain annual performance criteria.
5. Employee Benefit Programs. During your employment, you will be
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entitled to participate in all Company employee benefit plans, executive
compensation and perquisite programs at the time or thereafter made available to
the Company's executives or salaried employees generally, including, without
limitation, savings or profit sharing plans, deferred compensation plans, stock
option incentive plans, group life insurance, accidental death and dismemberment
insurance, hospitalization, surgical, major medical and dental coverage, sick
leave (including salary continuation arrangements), long-term disability,
vacations, holidays and other employee benefit programs sponsored by the
Company.
6. Consequences of Termination of Employment.
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(a) For Cause. Following the Effective Date, the Company may terminate
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your employment for "Cause." "Cause" will exist in the event you are convicted
of a felony or, in carrying out your duties, you are guilty of gross negligence
or gross misconduct resulting, in either case, in material harm to the Company.
In the event your employment is terminated for Cause you will be entitled to any
unpaid salary and bonus due you pursuant to paragraphs 3 and 4 above through the
date of termination and you will be entitled to no other compensation from the
Company.
(b) Without Cause. Following the Effective Date, the Company may terminate
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your employment without Cause. In such event, you will be entitled to continue
to receive your base salary, payable on a salary continuation basis, for a
period of six (6) months following your termination.
(c) Change in Responsibilities Following a Change in Control. Following
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the Effective Date, in the event your responsibilities are substantially
reduced, without Cause, within 12 months following a "change in control" of the
Company (as such term is defined in the 1994 Stock Option Plan), your resulting
resignation of employment within such 12 months will be treated as a termination
of employment by the Company without Cause in accordance with subparagraph (b)
above.
(d) Voluntary Termination, Death or Disability. In the event you terminate
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your employment with the Company of your own volition or as a result of death or
disability, such termination will have the same consequences as a termination
for Cause under subparagraph (a) above.
(e) Release of Claims. As a condition to the receipt of the
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Xx. Xxxxxx X'Xxxxxx
January 22, 1998
Page 3
payments described in this Section 6 and any other post-termination benefits,
e.g., any continued vesting in stock options, you shall be required to execute a
release of all claims arising out of your employment or the termination thereof
including, but not limited to, any claim of discrimination under state or
federal law, but excluding claims for indemnification from the Company under any
indemnification agreement with the Company, its certificate of incorporation and
by-laws or applicable law or claims for directors and officers' insurance
coverage.
(f) Conditions to Receipt of Payments and Benefits. In view of your
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position and access to confidential information, as a condition to the receipt
of payments described in this Section 6 and any other post-termination benefits,
e.g., any continued vesting in stock options, you shall not, without the
Company's written consent, directly or indirectly, alone or as a partner, joint
venturer, officer, director, employee, consultant, agent or stockholder (other
than a less than 5% stockholder of a publicly traded company) (i) engage in any
activity which is in competition with the business, the products or services of
the Company (a list of competitors and competitive products and services, which
may be updated, is attached hereto), (ii) solicit any of the Company's
employees, consultants or customers, (iii) hire any of the Company's employees
or consultants in an unlawful manner or actively encourage employees or
consultants to leave the Company, or (iv) otherwise breach your Confidential
Information obligations.
7. Assignability; Binding Nature. Commencing on the Effective Date, this
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letter agreement will be binding upon you and the Company and your respective
successors, heirs, and assigns. This letter agreement may not be assigned by
you except that your rights to compensation and benefits hereunder, subject to
the limitations of this letter agreement, may be transferred by will or
operation of law. No rights or obligations of the Company under this letter
agreement may be assigned or transferred except by operation of law in the event
of a merger or consolidation in which the Company is not the continuing entity,
or the sale or liquidation of all or substantially all of the assets of the
Company provided that the assignee or transferee is the successor to all or
substantially all of the assets of the Company and assumes the Company's
obligations under this letter agreement contractually or as a matter of law.
The Company's failure to obtain the successor's contractual assumption of this
letter agreement prior to the effectiveness of a succession shall be a breach of
this agreement and shall entitle you to all the compensation and benefits to
which you would have been entitled if you were terminated without Cause, on the
date such succession
Xx. Xxxxxx X'Xxxxxx
January 22, 1998
Page 4
became effective.
8. Governing Law; Arbitration. This letter agreement will be deemed a
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contract made under, and for all purposes shall be construed in accordance with,
the laws of California. Any controversy or claim relating to this letter
agreement any breach thereof, and any claims you may have against the Company or
any officer, director or employee of the Company or arising from or relating to
your employment with the Company, will be settled solely and finally by
arbitration in San Jose, California accordance with the rules of the American
Arbitration Association ("AAA") then in effect in the State of California, and
judgment upon such award rendered by the arbitrator(s) may be entered in any
court having jurisdiction thereof. The arbitrator may provide that the cost of
the arbitration (including reasonable legal fees) incurred by you or the Company
will be borne by the non-prevailing party.
9. Withholding. Anything to the contrary notwithstanding, following the
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Effective Date all payments made by the Company hereunder to you or your estate
or beneficiaries will be subject to tax withholding pursuant to any applicable
laws or regulations. In lieu of withholding, the Company may, in its sole
discretion, accept other provision for payment of taxes as required by law,
provided it is satisfied that all requirements of law affecting its
responsibilities to withhold such taxes have been satisfied.
10. Entire Agreement. Except as otherwise specifically provided in this
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letter agreement, this letter agreement contains all the legally binding
understandings and agreements between you and the Company pertaining to the
subject matter of this letter agreement and supersedes all such agreements,
whether oral or in writing, previously entered into between the parties.
11. Miscellaneous. No provision of this letter agreement may be amended or
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waived unless such amendment or waiver is agreed to by you and the Board in
writing. No waiver by you or the Company of the breach of any condition or
provision of this letter agreement will be deemed a waiver of a similar or
dissimilar provision or condition at the same or any prior or subsequent time.
In the event any portion of this letter agreement is determined to be invalid or
unenforceable for any reason, the remaining portions shall be unaffected thereby
and will remain in full force and effect to the fullest extent permitted by law.
Xx. Xxxxxx X'Xxxxxx
January 22, 1998
Page 5
Please acknowledge your acceptance and understanding of this letter
agreement by signing and returning it to me by 5:00 p.m. on January __, 1998. A
copy of the signed letter agreement will be sent to you for your records.
Sincerely,
____________________________________
ACKNOWLEDGED AND AGREED:
______________________________________
Xxxxxx X'Xxxxxx
Dated: January __, 1998
