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EXHIBIT 99.4
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT dated January 16, 2001, by and between WebTrends
Corporation, an Oregon corporation (the "COMPANY"), NetIQ Corporation, a
Delaware corporation (the "BUYER"), and [EXECUTIVE] (the "EXECUTIVE").
WHEREAS, Executive is currently serving as [POSITION] of the Company;
WHEREAS, the Company, the Buyer and North Acquisition Corp. (the "MERGER
SUBSIDIARY") are simultaneously entering into an Agreement and Plan of Merger
(the "MERGER AGREEMENT") pursuant to which the Merger Subsidiary will merge with
and into the Company (the "MERGER"), with the Company constituting the surviving
corporation, and with the result that the Company will be a wholly owned
subsidiary of the Buyer;
WHEREAS, each of the Company, the Buyer and the Merger Subsidiary
considers it essential to its best interests and the best interests of its
stockholders to xxxxxx the continued employment of Executive by the Buyer from
and after the effective time of the Merger (the "EFFECTIVE TIME"); and
WHEREAS, Executive is willing so to continue his employment on the terms
hereinafter set forth in this agreement (the "AGREEMENT");
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein and for other good and valuable consideration, the parties agree as
follows:
1. Term of Employment. Executive shall be employed by the Buyer for a
period (the "EMPLOYMENT TERM") commencing at the Effective Time and ending on
the date that either the Executive or the Buyer terminates such Executive's
employment. Executive shall be an "at will" employee of Buyer. Notwithstanding
the foregoing, Executive shall continue to serve until the Effective Time as an
employee of the Company in the same capacity and in accordance with the same
terms and conditions as the date immediately preceding the date hereof.
2. Position.
(a) Executive shall serve as [POSITION] of the Buyer. In such
position, Executive shall have such duties and authority as shall be set
forth on Exhibit A hereto (the "Initial Duties").
(b) During the term of his employment hereunder, Executive will
devote substantially all of his business time and best efforts to the
performance of
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his duties hereunder and will not engage in any other business,
profession or occupation for compensation or otherwise which would
conflict with the rendition of such services either directly or
indirectly, without the prior written consent of the Board; provided,
however, subject to Section 12(b) below, nothing in this Section 2(b)
shall preclude the Executive from serving as a member of any board of
directors on which he serves as of the date of this Agreement and which
has been disclosed to Buyer, or as a member of any board of directors on
which he may serve during the term of this Agreement with the prior
consent of the Chief Executive Officer of Buyer in accordance with
Buyer's standard policies regarding such matters and from receiving
compensation in connection therewith.
3. Base Salary. The Buyer shall pay Executive an annual base salary of
not less than $200,000 (the "Base Salary") with the exact amount to be
established by the Buyer's Board of Directors that is commensurate with other
similarly situated executives of the Buyer, payable in regular installments in
accordance with the Buyer's usual payment practices. The Executive shall be
entitled to such increases in his Base Salary as may be determined from time to
time in the sole discretion of the Buyer.
4. Bonus. With respect to each fiscal year all or part of which is
contained in the Employment Term, Executive shall be eligible to receive, in
addition to his Base Salary, a bonus of not less than up to $100,000 (the
"Bonus") for services rendered during such fiscal year, which Bonus shall be
determined and shall be paid in accordance with the Buyer's past practice with
respect to other similarly situated executives of Buyer. The amount and form of
such Bonus shall be determined in the same manner used to determine the amount
and form of bonuses of similarly situated executives of Buyer.
5. Executive Benefits.
(a) Executive shall be provided employee benefits (including
fringe benefits, vacation, pension and profit sharing plan participation
and life, health, accident and disability insurance) (collectively
"EXECUTIVE BENEFITS") on the same basis and on the same terms as those
benefits are generally made available to similarly situated executives
of the Buyer.
(b) Concurrent with the Effective Time, Buyer and Executive will
enter into Buyer's standard Indemnification Agreement (the
"Indemnification Agreement") and Change of Control Severance Agreement
the "Change of Control Severance Agreement") that Buyer has entered into
with its officers substantially in the forms attached hereto as Exhibit
B and Exhibit C, respectively.
6. Grant of Option. Immediately prior to the Effective Time, the Company
shall grant to Executive an option to purchase 312,500 shares of the Company's
Common Stock pursuant to the terms and conditions of the Company's employee
stock option plan and standard option agreement in place as of the Effective
Time (the "Option"), which
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option shall be assumed by Buyer pursuant to the Merger Agreement. The Option
shall be subject to vesting as follows: 25% of the shares subject to the option
shall become vested on the first anniversary of the Effective Time, 25% of the
shares subject to the option shall become vested on the second anniversary of
the Effective Time, and 50% of the Shares subject to the option shall become
vested on the third anniversary of the Effective Time, in each case subject to
the Executive's continued employment with Buyer.
7. Business Expenses and Perquisites. Reasonable travel, entertainment
and other business expenses incurred by Executive in the performance of his
duties hereunder shall be reimbursed by the Buyer in accordance with Buyer
policies for similarly situated executives of Buyer.
8. Termination. In the event of termination of Executive's employment
with Buyer for any reason, Executive shall be entitled to receive his Base
Salary, Bonus and Executive Benefits earned through the date of termination as
well as that portion of the Option that is vested as of such date of
termination. Except as provided in Section 13(j), all other benefits due
Executive following Executive's termination of employment shall be determined in
accordance with the plans, policies and practices of Buyer. Executive's
employment hereunder shall terminate if Executive becomes physically or mentally
incapacitated and is thereafter unable for a period of six (6) consecutive
months or for an aggregate of six (6) months in any eighteen (18) consecutive
month period to perform his duties (such incapacity is hereinafter referred to
as "DISABILITY").
9. Restrictions on Dispositions of Stock.
(a) Status as Affiliate and Insider. For so long as Executive is
employed by the Buyer in the position set forth in Section 2(a) and has
the Initial Duties, or, if the Executive's role at the Buyer changes,
then for so long as may be determined by Buyer's Board of Directors
based upon the criteria generally applied by it (i) Executive will be
deemed an affiliate of the Buyer, as that term is defined in Rule 144
under the Securities Act of 1933 and (ii) sales, transfers or other
dispositions of shares of the Buyer's common stock by Executive will be
subject to the restrictions on trading by the Buyer's executive officers
set forth in the Buyer's xxxxxxx xxxxxxx policy (the "XXXXXXX XXXXXXX
POLICY"), a copy of which has been furnished to Executive. Executive may
establish a written plan of distribution pursuant to Rule 10b5-1 of the
Exchange Act of 1934 in order to facilitate the sale of the Quarterly
Allowance, as defined in Section 9(b) below, and to execute sales of
Common Stock of Buyer in accordance therewith (the "10b5-1 Agreement").
The 10b5-1 Agreement shall include customary terms and shall provide (i)
that the agent for the sale of shares shall generally seek to complete
the sale of as much of the Quarterly Allowance (as defined below) as
practicable in the agent's judgment within the first fifteen trading
days from the opening of the regular quarterly window under the Xxxxxxx
Xxxxxxx Policy (the
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"Preferred Trading Period"); (ii) that Buyer will not impose any
blackouts on Executive that would interfere with the Preferred Trading
Period; (iii) that no sales shall occur during the regular quarterly
blackout period under the Xxxxxxx Xxxxxxx Policy; and (iv) that the
agent shall observe other trading blackouts that may be applied by Buyer
generally to its executive officers, subject to the Preferred Trading
Period.
(b) Additional Limitations on Dispositions. In addition to the
restrictions set forth in paragraph (a) and applicable laws, until the
earlier to occur of (i) the first anniversary of the Effective Time or
(ii) a Release Date, as defined below (the "RESTRICTED PERIOD"),
Executive may not (1) offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell,
grant any option, right or warrant to purchase, lend, or otherwise
transfer or dispose of, directly or indirectly, any shares of Buyer
Common Stock or any securities convertible into or exercisable or
exchangeable for Buyer Common Stock or (2) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of Buyer Common Stock, whether any
such transaction described in clause (1) or (2) above is to be settled
by delivery of Buyer Common Stock or such other securities, in cash or
otherwise (collectively, a "RESTRICTED TRANSACTION"), in any case
relating to more than 250,000 shares of the Buyer Common Stock (as
adjusted for stock splits, stock dividends, stock combinations and the
like) in any single fiscal quarter (the "QUARTERLY ALLOWANCE").
Notwithstanding the foregoing, if the Executive does not utilize the
full Quarterly Allowance in any fiscal quarter in which the Buyer has
restricted Executive from trading for at least 30 days under the Xxxxxxx
Xxxxxxx Policy, exclusive of Buyer's regular quarterly trading
restrictions (such unsold amount, the "UNSOLD SHARES"), then Executive
shall be entitled to utilize the Unsold Shares in subsequent fiscal
quarters in addition to the Quarterly Allowance for such periods,
provided that in no fiscal quarter may the Executive utilize more than
two times the Quarterly Allowance. Nothing herein shall be construed to
limit the ability of a trust or foundation created by Executive and in
existence as of the date hereof to sell, transfer or otherwise dispose
of shares of Buyer's Common Stock issuable in the merger in respect of
Company Common Stock held by such trust or foundation as of the date
hereof. Notwithstanding the foregoing, this Section 9(b) shall not apply
to (i) any bona fide gift of Buyer's Common Stock by Executive to any of
the mother, father, descendants, brother(s), sister(s) or spouses of
Executive or to any trustee(s) for the benefit of any one or more of the
foregoing, (ii) any transfer effected pursuant to Executive's will or
the laws of intestate succession, or (iii) any pledge of Buyer's Common
Stock by Executive that on its terms precludes the sale of Buyer's
Common Stock in the public market during the Restricted Period, provided
that (A) in the event of any transfer made pursuant to Sections 9(b)(i)
or 9(b)(iii) above, Executive shall inform Buyer of such transfer prior
to effecting it and (B) in the event of any transfer made pursuant to
9(b)(i),
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the transferee shall furnish Buyer with a written agreement to be bound
by and complied with all provisions of Section 9.
(c) Conditional Lock-Up. If Executive's employment with the
Buyer is terminated during the Restricted Period (i) by Executive, other
than for Good Reason or by reason of death or Disability, or (ii) by the
Buyer for Cause, then in either case Executive shall not enter into any
Restricted Transaction with respect to any shares of the Buyer's common
stock for the remainder of the Restricted Period and during the
Extension Period, if any. For purposes of this paragraph, the Extension
Period shall commence upon the expiration of the Restricted Period and
continue for that number of months, rounded up the nearest whole number,
equal to the quotient obtained by dividing (A) the difference of the
number of shares of the Quarterly Allowance already sold by Executive in
the fiscal quarter in which Executive's termination occurs minus the
product of 83,334 multiplied by the number of complete months elapsed in
such quarter prior to Executive's termination (but in no case shall the
difference be less than zero), divided by (B) 83,334; provided that no
Extension Period shall apply after a Release Date and, in no event,
shall the Extension Period exceed three months. This paragraph shall not
apply to any termination of employment or leave of absence that arises
from Executive suffering a grave family emergency that in Executive's
reasonable judgment requires such a termination or leave of absence.
(d) Release Date. For purposes of this Section, "RELEASE DATE"
shall mean the earlier to occur of:
(i) the termination of Executive's employment with the
Buyer by Executive for Good Reason or by reason of death or
Disability or by Buyer for reasons other than Cause, as defined
in Section 9(f) below; and
(ii) in the event of a Change of Control of the Buyer,
then the later to occur of the six month anniversary of the
Effective Time and the consummation of the Change of Control;
and
(iii) in the event of a change of Chief Executive
Officer of Buyer after the date hereof (a "MANAGEMENT CHANGE"),
then the later to occur of the six month anniversary of the
Effective Time and the date of the Management Change.
For purposes of this section, a "CHANGE OF CONTROL" shall mean (i) a merger or
consolidation in which Buyer is a constituent corporation or the sale or
exchange by the stockholders of Buyer of all or substantially all of the capital
stock of Buyer where the stockholders of Buyer immediately before such merger or
consolidation or sale or exchange do not obtain or retain, directly or
indirectly, at least a majority of the beneficial interest in the voting stock
or other voting equity of the surviving or acquiring corporation or other
surviving or acquiring entity; (ii) the sale or exchange of all or
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substantially all of Buyer's assets (other than a sale or transfer to a
subsidiary of Buyer as defined in section 424(f) of the Internal Revenue Code of
1986, as amended (the "Code")) where the stockholders of Buyer immediately
before such sale or exchange do not obtain or retain, directly or indirectly, at
least a majority of the beneficial interest in the voting stock or other voting
equity of the corporation or other entity acquiring Buyer's Assets; or (iii) a
transaction in which a majority of the Board of Directors of the Buyer or a
majority of the officers of the Buyer immediately prior to such transaction do
not constitute a majority of the Board of Directors or a majority of the
officers, respectively, of the surviving corporation immediately after such
transaction.
(e) Definition of Cause. For purposes of this Agreement, "CAUSE"
shall mean (i) Executive's willful and continued failure substantially
to perform his duties hereunder (other than as a result of total or
partial incapacity due to physical or mental illness), (ii) material
dishonesty in the performance of Executive's duties hereunder, (iii)
Executive's conviction of a felony under the laws of the United States
or any state thereof, (iv) willful breach of fiduciary duty or willful
breach of a material term of this agreement or the Standard Employment
Agreement, as defined below or (v) any other willful act or omission
which is materially injurious to the financial condition or business
reputation of the Buyer or any of its subsidiaries or affiliates. If the
Executive does any of the foregoing, Buyer shall give Executive written
notice thereof and Executive shall, if such condition is reasonably
susceptible of cure, have ten (10) days from receipt of such notice to
cure any such Cause, which notice shall state in reasonable detail the
facts and circumstances claimed to constitute such Cause and the intent
of Buyer to terminate Executive's employment upon the failure of the
Executive to effect a cure.
(f) Definition of Good Reason. For purposes of this Agreement,
"GOOD REASON" shall mean (i) reduction in Executive's annual base
salary, incentive programs or Executive Benefits (other than, in the
case of such programs or Executive Benefits, for changes generally
affecting executives similarly situated to Executive), (ii) any material
adverse change in Executive's status, title, position or material
responsibilities, or (iii) relocation, without Executive's consent, of
Executive or his office space at Buyer to a location more than 50 miles
from Company's current facilities in Portland, Oregon.
10. Proprietary Information, Invention Assignment and Arbitration
Agreement. At the Effective Time, Executive shall execute a copy of the Buyer's
standard form of Employment, Confidential Information and Invention Assignment
Agreement (the "STANDARD EMPLOYMENT AGREEMENT") in the form attached hereto as
Exhibit D.
11. Conflicting Obligations. Executive represents that Executive has no
outstanding agreement or obligation that is in conflict with any of the
provisions of this
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Agreement, or that would preclude Executive from complying with the provisions
hereof, and further agrees that Executive will not enter into any such
conflicting agreement during the term of this Agreement.
12. Covenants Not to Compete or Solicit.
(a) Definitions. As used in this Agreement, "RESTRICTED COMPANY"
shall mean a company that competes, or that has been formed to pursue a
business that would compete, with the business of Buyer immediately
after the Effective Time.
(b) Non-Compete. In consideration of: (i) the payment by the
Buyer to Executive of the Merger Consideration, (ii) the Buyer's
willingness to enter into the Merger Agreement, and (iii) the
consideration payable to Executive hereunder, Executive agrees that: (A)
for the period beginning at the Effective Time and ending on the second
anniversary of the Effective Time or (B) in the event that the period
set forth in clause (A) is determined to be unenforceable by a court of
competent jurisdiction, the maximum lesser period allowable, Executive
will not, directly or indirectly, be employed by (whether as an officer,
employee, director proprietor, partner, consultant or otherwise), or
have any ownership interest in, or participate in the financing,
operation, management or control of, any Restricted Company. It is
agreed that ownership of no more than five percent (5%) of the
outstanding voting stock of a publicly-traded company or ownership of an
interest in an investment fund with respect to which Executive does not
make investment decisions shall not in and of itself, constitute a
violation of this Section. It is further agreed that the foregoing
consideration is not intended to constitute liquidated damages for a
violation of this section.
(c) Non-Solicit. Executive agrees that until the expiration of
the non-compete obligations specified above in subsection 12(b),
Executive shall not:
(i) knowingly take any action to, or do anything
reasonably intended to, divert business from the Buyer or any of
its subsidiaries, or influence or attempt to influence any
retailer, dealer, vendor, supplier, customer or potential
customer of the Buyer or any of its subsidiaries, in each case
as existing on the date of Executive's termination, to cease
doing business with or compete with the Buyer or any of its
subsidiaries, as the case may be, existing on the date of
Executive's termination; or
(ii) knowingly recruit, solicit or assist others in
recruiting, or soliciting, any person who is an employee of the
Buyer or any of its respective subsidiaries, in each case as of
the date of Executive's termination, or knowingly induce or
influence or attempt to induce or influence any such employee to
terminate his or her employment with the Buyer or any of its
respective affiliates, unless such employee is no longer
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employed by the Buyer (or its subsidiaries) and has not been
employed by Buyer for a period of at least six months prior to
being solicited or recruited; provided however, that a general
employment or hiring advertisement in a publication of general
circulation will not be deemed to be a solicitation.
(d) REMEDIES. THE EXECUTIVE HEREBY RECOGNIZES AND ACKNOWLEDGES
THAT A MATERIAL VIOLATION OF THE TERMS AND PROVISIONS OF THIS SECTION 12
WOULD CAUSE IRREPARABLE INJURY TO THE BUYER FOR WHICH THE BUYER WOULD
HAVE NO ADEQUATE REMEDY AT LAW. ACCORDINGLY, IN THE EVENT THAT EXECUTIVE
SHALL FAIL TO MATERIALLY COMPLY WITH THE TERMS AND PROVISIONS OF THIS
SECTION 12 IN ANY RESPECT, THE BUYER SHALL BE ENTITLED TO PRELIMINARY
AND OTHER INJUNCTIVE RELIEF AND TO SPECIFIC PERFORMANCE OF THE TERMS AND
PROVISIONS HEREOF. IN FURTHERANCE AND NOT IN LIMITATION OF THE
FOREGOING, THE EXECUTIVE HEREBY WAIVES ANY CLAIM OR DEFENSE THAT DAMAGES
WOULD BE ADEQUATE RELATING TO ANY VIOLATION OR BREACH BY THE EXECUTIVE
OF THE TERMS AND PROVISIONS OF THIS SECTION 12, THAT THE BUYER OR ANY OF
ITS RESPECTIVE AFFILIATES HAVE AN ADEQUATE REMEDY AT LAW OR THAT MONEY
DAMAGES WOULD PROVIDE AN ADEQUATE REMEDY FOR SUCH VIOLATION OR BREACH.
(e) EFFECT OF STANDARD EMPLOYMENT AGREEMENT. Until the
expiration of the covenants contained in this Section 12, such covenants
shall supersede any covenants relating to non-competition and
non-solicitation contained in the Standard Employment Agreement.
(f) Severability. The parties intend that the covenants
contained in the preceding paragraphs shall be construed as a series of
separate covenants, one for each county, city, state and other political
subdivision of each country in which a Restricted Company is located.
Except for geographic coverage, each separate covenant shall be deemed
identical in terms to the covenant contained in the preceding
paragraphs. If, in any arbitration or judicial proceeding, a court or
arbitrator shall refuse to enforce any of the separate covenants (or any
part thereof) deemed included in said paragraphs, then such
unenforceable covenant (or such part) shall be deemed eliminated from
this Agreement for the purpose of those proceedings to the extent
necessary to permit the remaining separate covenants (or portions
thereof) to be enforced. It is the intent of the parties that the
covenants set forth herein be enforced to the maximum degree permitted
by applicable law.
13. Miscellaneous.
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(a) Governing Law; No Liability of Executive. This Agreement
shall be governed by and construed in accordance with the laws of the
State of Oregon. Notwithstanding any term of the Standard Employment
Agreement to the contrary, the parties to this Agreement irrevocably
agree that any disputes under this Agreement or the Standard Employment
Agreement, whether related to construction, enforcement or otherwise,
shall be resolved by binding arbitration under the rules and auspices of
the American Arbitration Association to be conducted in Multnomah
County, Oregon, and the parties hereby irrevocably waive any and all
objections thereto. Executive shall not be subject to liability for
breach of this Agreement by reason of his termination of his employment
hereunder.
(b) Entire Agreement/Amendments. This Agreement, the
Indemnification Agreement, the Change of Control Severance Agreement,
the Option and the Standard Employment Agreement contain the entire
understanding of the parties with respect to the employment of Executive
by the Buyer. In case of any direct conflicts between this Agreement and
any such other agreements, the provisions of this Agreement shall
govern. There are no restrictions, agreements, promises, warranties,
covenants or undertakings between the parties with respect to the
subject matter herein and therein other than those expressly set forth
herein and therein. This Agreement may not be altered, modified, or
amended except by written instrument signed by the parties hereto.
(c) No Waiver. The failure of a party to insist upon strict
adherence to any term of this Agreement on any occasion shall not be
considered a waiver of such party's rights or deprive such party of the
right thereafter to insist upon strict adherence to that term or any
other term of this Agreement.
(d) Severability. In the event that any one or more of the
provisions of this Agreement shall be or become invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability
of the remaining provisions of this Agreement shall not be affected
thereby.
(e) Assignment. This Agreement shall not be assignable by
Executive or by the Company and shall be assignable by the Buyer only
with the consent of Executive.
(f) Successors; Binding Agreement. This Agreement shall inure to
the benefit of and be binding upon personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees.
(g) Notice. For the purpose of this Agreement, notices and all
other communications provided for in the Agreement shall be in writing
and shall be deemed to have been duly given when delivered or mailed by
United States registered mail, return receipt requested, postage
prepaid, addressed to the
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respective addresses set forth on the execution page of this Agreement,
provided that all notices to the Buyer shall be directed to the
attention of the Board with a copy to the Secretary of the Buyer, or to
such other address as any party may have furnished to the other in
writing in accordance herewith, except that notice of change of address
shall be effective only upon receipt.
(h) Withholding Taxes. The Buyer may withhold from any amounts
payable under this Agreement such Federal, state and local taxes as may
be required to be withheld pursuant to any applicable law or regulation.
(i) Counterparts. This Agreement may be signed in counterparts,
each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
(j) Term of Agreement; Separation Benefits Upon Termination.
This Agreement shall become effective as of the date of the Merger
Agreement and shall remain in force until the termination of Executive's
employment with the Buyer, provided that if the Merger Agreement is
terminated prior to the Effective Time then this Agreement shall
terminate on the date the Merger Agreement is terminated, and provided
further that Sections 7, 8, 9, 12 and 13 shall survive the termination
of this Agreement (other than termination in accordance with the
foregoing proviso). In the event of the termination of Executive's
employment with the Buyer prior to the first anniversary of the
Effective Time (i) by the Buyer other than for Cause or (ii) by
Executive for Good Reason, Executive shall be entitled to receive, in
addition to the amounts provided for in Section 8, an amount equal to
Executive's Base Salary on the date of termination, prorated for the
period from the day after employment terminates until the first
anniversary of the Effective Time, and continuation during such period
at no cost to Executive of all of the Executive Benefits on the same
terms as those benefits were available to Executive (and Executive's
family) immediately prior to the termination of Executive's employment
with the Buyer.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first above written.
[NAME OF EXECUTIVE]
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[Address of Executive]
[WEST, INC.]
By:
----------------------------------
Title:
000 XX Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, Xxxxxx 00000
[NORTH, INC.]
By:
----------------------------------
Title:
0000 Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxxxxxxxxx 00000
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EXHIBIT A
Xxxxxxx Xxxxxxx
Title: Chief Strategy Officer
Initial Duties: Overall Strategy, Mergers & Acquisitions and Integration
Xxxx Xxxx
Title: Chief Information Officer
Initial Duties: Worldwide Infrastructure and Information Systems
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EXHIBIT B
Indemnification Agreement
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EXHIBIT C
Change of Control Severance Agreement
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EXHIBIT D
Standard Employment Agreement
