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Exhibit 10.2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT entered into as of the 1st day of May,
1996 by and between QUARTERDECK CORPORATION, a Delaware Corporation (hereinafter
referred to as "Company"), and XXX XXX-XXXXXX (hereinafter referred to as
"Employee").
1. EMPLOYMENT
1.1 Company hereby employs Employee to render services during the
term of this Agreement as Associate General Counsel of the Company and the head
of intellectual property and Employee hereby accepts such employment and agrees
to perform his obligations and agreements herein set forth. During the term of
this Agreement, Employee shall be a full-time employee of the Company and shall
devote all of his business time and attention to the performance of his duties
hereunder. Notwithstanding the foregoing, Employee will be permitted to engage
in other business activities and charitable activities that do not materially
interfere with his duties to the Company. In addition, Employee will be
permitted to wind down his affairs as a partner of the law firm of Blanc
Xxxxxxxx Xxxxxxxx & Kronstadt for a reasonable period of time.
2. COMPENSATION
2.1 Company shall pay to Employee a base salary ("Salary") of
$125,000 per annum. Salary shall be payable in equal bi-weekly installments,
less applicable withholdings and deductions, in accordance with Company's normal
payroll practice.
2.2 In addition to the Salary, Employee shall be entitled to a
bonus ("Bonus") of $55,000 multiplied by a "Multiplier." The Multiplier will be
based upon achievement of certain reasonable individual and department goals and
the Bonus shall be paid on a quarterly basis.
3. TERM
3.1 This Agreement shall commence as of the date of this
Agreement set forth above and shall continue until terminated by either the
Company or the Employee as provided below.
4. STOCK OPTIONS
4.1 Company has granted to Employee options (the "Options") to
purchase 30,000 shares of common stock of the Company, $.001 par value per share
("Common Stock"). The Options vest 25% per year over a four year period.
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5. BENEFITS
5.1 Employee shall be entitled to participate in any benefit plan
generally available to employees of the Company at Employee's level including,
by way of example, medical and dental plans for Employee and his family,
vacation, the Company's 401(k) Plan and the like.
5.2 Company agrees to pay or reimburse Employee for reasonable
business, travel and entertainment expenses in accordance with Company's policy
for employees upon the presentation of itemized statements of such expenses.
5.3 Company shall provide Employee a reasonable allowance for
legal books and publications, seminars, memberships in organizations, bar dues
and similar fees.
6. TERMINATION
6.1 Employee's employment shall be deemed to have terminated upon
(i) Employee's death or Disability, (ii) Employee's termination by the Company
for Cause, or (iii) after six months from the date hereof upon 60 days written
notice of Employee's election to terminate his employment. "Disability" for
purpose of this paragraph 7.1 shall mean Employee's inability to perform the
essential functions of his position, with reasonable accommodation, due to
physical or mental disability, resulting in Employee's absence from his duties
hereunder on a full time basis for twenty-six (26) consecutive weeks. "Cause"
for purposes of this paragraph shall mean a termination on the grounds of the
Employee's repeated personal gross neglect of duties after notification of such
neglect and reasonable opportunity to cure, willful misconduct or willful
violation of any law which subjects the Company or Employee to a felony
conviction. The Company has the right to terminate for Cause at any time. In the
event of termination pursuant to this paragraph 6.1, Salary and Bonus due
Employee hereunder shall be prorated so that only that portion due for services
rendered prior to termination shall be payable hereunder.
6.2 The Company shall have the right to terminate this Agreement
and Employee's employment hereunder at any time with or without Cause. Employee
may terminate his employment at any time with or without cause upon 45 days
prior written notice. In the event Company terminates this Agreement without
Cause or Employee terminates his employment for Good Reason, Employee shall be
entitled to six months salary plus bonus. "Good Reason" shall mean (i) the
Company materially breaches this Agreement, or (ii) Employee is assigned duties
by the Company which constitutes a substantial diminution of his duties
hereunder.
7. GENERAL PROVISIONS
7.1 Employee shall execute and deliver with this Agreement, the
Company's Standard Employee Confidentiality Agreement.
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7.2 All notices and demands shall be in writing and shall be
served personally, telegraphically or via facsimile or by certified mail.
Service shall be deemed conclusively made at the time of service if personally
served, at the time the telegraph agency confirms to the sender delivery thereof
to the addressee if served telegraphically, at time of confirmation of receipt
if via facsimile, and twenty-four hours after deposit thereof properly addressed
and postage prepaid in the United States mail, if served by certified mail. All
notices or demands shall be given at the respective addresses of the parties
hereto as set forth in this Agreement. Any party may, by written notice in
compliance with this paragraph, alter or change the address or the identity of
the person to whom notice, or copy thereof, is to be sent.
7.3 A waiver in writing by either party of any of the terms and
conditions of this Agreement in any one instance shall not be deemed or
construed to be a waiver of such term or condition for the future, or of any
subsequent breach hereof. All remedies, rights, undertakings, obligations and
agreements contained in this Agreement shall be cumulative and none of them
shall be in limitation of any other remedy, right, undertaking, obligation or
agreement of either party.
7.4 All provisions of this Agreement which either expressly or by
implication survive any termination or expiration hereof shall continue in full
force and effect subsequent to said termination or expiration.
7.5 This Agreement shall be governed by and construed in
accordance with the laws of the State of California applicable to contracts
entered into and fully to be performed therein.
7.6 If any provision of this Agreement, as applied to any party
or to any circumstance, shall be adjudged by a court to be void, invalid or
unenforceable, the same shall in no way affect any other provision of this
Agreement, the application of any such provision in any other circumstance, or
the validity or enforceability of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the day and year first above written.
QUARTERDECK CORPORATION
By: /s/ Xxxxxx Xxxxxxxx
---------------------------
EMPLOYEE
By:/s/ Xxx Xxx-Xxxxxx
---------------------------
Xxx Xxx-Xxxxxx
00000 Xxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxx 00000
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May 1, 1996
Xxxxxxx Xxxxxxxx, General Counsel
Quarterdeck Corporation
00000 Xxxxxxxx Xxx
Xxxxxx xxx Xxx, Xxxxxxxxxx 00000
Dear Xxxx:
As we discussed, we intend this letter to set forth the agreement
between Quarterdeck Corporation ("Quarterdeck") and me regarding the bonus that
Quarterdeck will pay me pursuant to Section 2.2 of the employment agreement of
even date herewith between Quarterdeck and me (the "Employment Agreement").
1. AMOUNT OF BONUS TO BE PAID
(a) The target bonus is $13,750 per calendar quarter, prorated
for partial quarters worked. Of this amount, I will earn and receive not
less than $7,500 (the "Discount Based Portion") for any quarter during
which I obtain or maintain in place an agreement or understanding with
the law firm of Blanc Xxxxxxxx Xxxxxxxx & Kronstadt LLP (or any other
firm having intellectual property expertise) to discount their Fees (as
defined below) to Quarterdeck for all matters that are not related to
litigation by 10%. "Fees" means charges for outside attorney or
paralegal time. (Although they will not be considered in determining the
bonus, I expect to negotiate competitive rates for items such as faxes,
copies and secretarial overtime.)
(b) In addition to the Discount Based Portion, I shall receive
not less than $6,250 per quarter (the "Budget Based Portion") if Fees
billed during that quarter for intellectual property matters ("IP Fees")
are within 10% of the legal department budget for intellectual property
matters (the "IP Budget"). Otherwise, the Budget Based Portion may be
reduced by a percentage equal to the percentage by which such IP Fees
exceed such IP Budget. Thus, for example, if such IP Fees exceed such IP
Budget by 25%, then the Budget Based Portion may be reduced by 25%.
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(c) We intend that I will receive the entire annual Budget Based
Portion if the average of the quarterly IP Fees over any fiscal year
equals the quarterly IP Budget. Accordingly, if the IP Budget exceeds
the IP Fees for any quarter (other than the last quarter of any fiscal
year), then the IP Budget for the following quarter shall be increased
by the amount of such excess. Thus, for example, if the IP Budget for
each quarter of any fiscal year is originally set at $50,000 and the IP
Fees for the first quarter of such year are $40,000, then the IP Budget
for the second quarter shall be $60,000. If the IP Fees for the second
quarter of such year are then $55,000, then the IP Budget for the third
quarter shall be $55,000. Further, If the Budget Based Portion is
decreased for one or more quarters of any fiscal year because of a
failure to meet the IP Budget for that quarter, then my bonus for the
last quarter of such year will be adjusted so that the aggregate bonus I
receive for such year will equal the bonus I would have otherwise been
entitled to receive had the IP Fees for each quarter of such year
equalled the average of the quarterly IP Fees over such year.
(d) For purposes of this letter agreement, intellectual property
matters shall not include matters relating to (i) litigation, (ii)
acquisitions or other matters that may have intellectual property
components but are primarily not intellectual property transactions, and
(iii) special projects approved by the General Counsel.
2. SETTING AND ADJUSTING BUDGET
The IP Budget will be sufficient to meet Quarterdeck's reasonably
anticipated needs for outside counsel services relating to intellectual property
matters, as reasonably determined by Quarterdeck in consultation with you and
me. If during any year or quarter, it appears that the IP Budget is insufficient
in light of Quarterdeck's needs and its internal resources, then the IP Budget
shall be increased (retroactively and prospectively) in good faith to the extent
reasonably required to meet such needs; provided that, should it be
impracticable to increase the IP Budget to such extent, then my bonus shall
nevertheless be determined as if the IP Budget had been increased to that
extent.
3. OTHER ADJUSTMENTS
(a) If, in any quarter, IP Fees exceed one hundred ten percent
(110%) of the IP Budget for reasons beyond my reasonable control (such
as a very substantial, unexpected transaction requiring substantial
support from outside counsel or the loss of an in-house attorney or
paralegal), as reasonably agreed by you and me, then I shall receive the
full Budget Based Portion for that quarter.
(b) The ratio of the Discount Based Portion to the Budget Based
Portion shall not change, even if my target bonus is increased.
4. TRANSITION
You understand that it may not be possible for me to bring legal fees
under control while I am transitioning to Quarterdeck. Notwithstanding any other
provision hereof, therefore, I will receive the full target bonus for the April
- June, 1996 quarter (prorated in light of my May 1 start date), regardless of
the IP Fees for that quarter.
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5. INCORPORATION
This letter agreement is incorporated into and made a part of the
Employment Agreement. In the event of any conflict between the provisions of
this letter agreement and the provisions in the body of the Employment
Agreement, this letter agreement shall control.
* * *
If the foregoing correctly reflects the agreement between
Quarterdeck and me relating to my bonus, please so indicate by signing where
indicated below.
Sincerely,
/s/ Xxx Xxx-Xxxxxx
Xxx Xxx-Xxxxxx
AGREED:QUARTERDECK CORPORATION
By:/s/ Xxxxxxx Xxxxxxxx
---------------------------------
Xxxxxxx Xxxxxxxx, General Counsel
cc: Xxxxxx Xxxxxxxxx
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interoffice memo
Date: 06/06/97
To: Xxxx Xxxxxxx
From: Xxx Xxx-Xxxxxx
RE: My New Position
I believe that the following sets forth our understanding regarding my
new position:
1. My title is Vice President, Secretary and General Counsel.
2. My annual base salary is $155,000.
3. My target quarterly bonus is $17,500 ($70,000 annually). Of this
amount, $3,750 per quarter is to be based on corporate performance.
The remaining $13,750 per quarter is to be based on personal
performance. As we discussed, the performance level required to
obtain the $13,750 payment will be easily and routinely achievable.
This is consistent with my current arrangement under the letter
agreement dated May 1, 1996, between Quarterdeck and me. In
accordance with that letter agreement, I will get this portion of my
bonus in each quarter, whether or not any bonus is paid generally
under Quarterdeck's discretionary executive bonus plan, provided
that I satisfy the requirements described above.
4. I was issued 50,000 non-qualified options as of May 21, 1997.
5. If Quarterdeck terminates my employment without Cause (as defined in
my employment agreement), half of the total number of unvested
options that I then hold, if any, will immediately vest.
6. This supplements (and amends) my existing employment agreement.
Except as stated in this memorandum, that agreement remains
unchanged and in full force and effect.
If this correctly reflects our understanding, please sign below and
return a copy to me.
Agreed: Quarterdeck Corporation
/s/ Xxxx Xxxxxxx
By: Xxxx Xxxxxxx, CEO
