EXHIBIT 10.24
EMPLOYMENT AGREEMENT
Agreement made as of September 27, 1996, between MAPINFO CORPORATION, Xxx
Xxxxxx Xxxx, Xxxx, Xxx Xxxx 00000 ("MapInfo" or "Company"), and Xxxx X.
Xxxxxxxx, an individual residing at 0000 Xxxxxx Xxxxx Xxxxx, Xxxxx, Xxxxx (the
"Employee").
1. EMPLOYMENT AND TERM.
MapInfo agrees to employ the Employee as President and Chief Executive
Officer of the corporation for a period of two years, beginning on the date
employment commences and ending two years later (the "Contract Expiration
Date"). The Employee agrees to commence such employment on or before November
4, 1996, agrees to aid in managing the operations of MapInfo under the
supervision of the Board of Directors of MapInfo, agrees to serve as a member
of the Board of Directors of the Corporation, agrees to perform such other
services as shall from time to time be assigned to him by the Board of
Directors, and agrees to devote diligently and competently, his entire
business time, skill and attention to such services.
2. COMPENSATION AND BENEFITS.
A. The Employer shall pay to the Employee a salary of not less than
$250,000 per annum. Employee's salary shall be payable in accordance
with the standard payroll practices of the Employer. The Employee's
annual salary may be increased from time to time in accordance with the
normal business practices of the Employer and, if so increased, shall
not thereafter be decreased, except by the mutual agreement of the
parties.
B. The Employer shall reimburse the Employee for all reasonable out-of-
pocket expenses incurred in connection with the performance of his
duties hereunder, payable in accordance with the standard expense
account procedures of the Employer.
C. The Employee shall be entitled to participate on the same basis, subject
to the same qualifications, as other employees of the Employer in any
disability, pension, life insurance, health insurance, hospitalization
and other fringe benefit plans in effect with respect to employees of
the Employer, in accordance with the written terms of said plans which
shall be controlling.
D. The Employer shall purchase such additional medical, disability, life
insurance or any other fringe benefit programs of the Employee's
choosing up to a maximum amount of $20,000 per annum. The income tax
implications of this compensation shall be the responsibility of
Employee.
E. In addition to his salary, the Employee will be eligible to earn each
year during the term of his employment incentive compensation in amounts
to be determined by the Compensation Committee of the Board of Directors
based on the Company's and the Employee's performance during each fiscal
year. $125,000 per annum may be earned, payable quarterly, for achieving
targeted Company and personal objectives and $125,000 per annum may be
earned, payable 45 days after the end of the fiscal year, for achieving
super objectives. Incentive compensation for the fiscal year ending
September 30, 1997 shall be prorated from the Employee's first day of
full time employment under this Agreement. The Employee's annual
incentive compensation target may be increased from time to time in
accordance with the normal business practices of the Employer and, if so
increased, shall not thereafter be decreased, except by the mutual
agreement of the parties.
F. On the earlier of (a) the commencement date of a consulting engagement
between Cavalier and MapInfo and (b) the Employee's first day of
employment, the Employee shall be granted 200,000 non-qualified stock
options under the 1993 Stock Incentive Plan in accordance with the
provisions of the attached plan. The exercise price of the options shall
be the fair market value of MapInfo Common Stock on the date of the
option grant. 25% of such options will vest on each of the four
anniversary dates of the grant date.
G. To assist in relocation, Employee shall be entitled to borrow up to
$200,000 from MapInfo at no (0%) interest for expenses reasonably
incurred by him in relocating his immediate family, including costs of
selling his present Texas residence, closing costs on the purchase of
new home in the Capital District, moving household goods, temporary
living costs during the relocation period, other reasonable incidental
costs, and the personal tax consequences thereof. One half of such loan
will be forgiven on the one year anniversary date of Employee's
permanent relocation to the Capital District, provided he is employed by
MapInfo at that time. The second half will be forgiven on the second
anniversary date of Employee's permanent relocation to the Capital
District provided he is employed by MapInfo at that time. If the
Employee was terminated by the Employer for other than Cause, the loan
shall be forgiven. In all other instances of termination of employment
prior to that second anniversary date, the loan will be immediately due
and payable.
3. INTELLECTUAL PROPERTY, CONFIDENTIAL INFORMATION AND NON-COMPETITION.
The Employee shall have executed the attached Employee Intellectual
Property, Confidential Information and Non-Competition Agreement prior to
commencement of employment.
4. IRREPARABLE INJURY.
The Employee acknowledges that any violation by him of Article 3 of this
Agreement may cause the Employer irreparable injury. In the event of a breach
or threatened breach by the Employee of the provisions of Article 3 of this
Agreement, the Employer shall be entitled to an injunction restraining the
Employee from violating the terms thereof, from disclosing to any person,
firm, corporation, association or other entity, whether or not the Employee is
then employed by, or an officer, director, or owner thereof, any Proprietary
Information. Nothing herein shall be construed as prohibiting the Employer
from pursuing any other remedies available to it for such breach or threatened
breach, including recovery of damages from the Employee. Both parties hereto
recognize that the services to be rendered by the Employee during the term of
his employment are special, unique and of extraordinary character.
5. EARLY TERMINATION.
A. The Employee's employment hereunder may be terminated prior to the
Contract Expiration Date only under the following circumstances:
1. The death of the Employee;
2. A mental, physical or other disability or condition of the Employee
which renders the Employee incapable of performing his obligations
under this Agreement for a period of three (3) consecutive months;
3. By the Employee for Good Reason. For purposes of this Agreement,
"Good Reason" shall mean (i) a failure by the Employer to comply
with any material provision of this Agreement which has not been
cured within ten (10) days after written notice of such
noncompliance has been given by the Employee to the Employer, or
(ii) a change in control of Employer.
4. By the Employer for Cause. For purposes of this Agreement, the
Employer shall have "Cause" to terminate the Employee's employment
hereunder upon (a) the willful and continued failure by the Employee
to substantially perform his duties hereunder (other than any such
failure resulting from the Employee's incapacity due to physical or
mental illness), or (b) the willful engaging by the Employee in
misconduct which is materially injurious to the Employer, monetarily
or otherwise, or (c) of the willful violation by the Employee of the
provisions of the Nondisclosure Agreement.
B. Any termination of the Employee's employment by the Employer or by the
Employee shall be communicated by written Notice of Termination to the
other party hereto.
C. "Date of Termination" shall mean (1) if the Employee's employment is
terminated by his death, the date of his death, (2) if the Employee's
employment is terminated by reason of the event specified in subsection
A.2. above, thirty (30) days after Notice of Termination is given
(provided that the Employee shall not have returned to the performance
of his duties on a full-time basis during such thirty (30) day period),
(3) if the Employee's employment is terminated for Cause pursuant to
subsection A.3. above, the date the Notice of Termination is given or
later if so specified in such Notice of Termination, and (4) if the
Employee's employment is terminated for any other reason, the date on
which a Notice of Termination is given. If within thirty (30) days after
any Notice of Termination is given the party receiving such Notice of
Termination notified the other party that a dispute exists concerning
the termination, the Date of Termination shall be the date fixed, either
by arbitration award or by a final judgment, order or decree of a court
of competent jurisdiction.
6. COMPENSATION UPON EARLY TEMINATION OR DISABILITY.
A. During any period that the Employee fails to perform his duties
hereunder as a result of incapacity due to physical or mental illness
("disability period"), the Employee shall continue to receive his full
salary at the rate then in effect for such period until his employment
is terminated pursuant to Article 5, subsection A.2. hereof, provided
that payments so made to the Employee during the disability period shall
be reduced by the sum of the amounts, if any, payable to the Employee at
or prior to the time of any such payment under disability benefit plans
of the Employer and which were not previously applied to reduce any such
payment.
B. If the Employee's employment is terminated by his death, the Employer
shall have no further payment obligations to Employee other than those
arising from his employment prior to his death.
C. If the Employee's employment shall be terminated for Cause, the Employer
shall pay the Employee his full salary through the Date of Termination
at the rate in effect at the time Notice of Termination is given, and
any incentive compensation earned under Article 2, section E through the
Date of Termination and the Employer shall have no further obligations
to the Employee under this Agreement.
D. If the Employee shall terminate his employment by resigning for other
than Good Reason, the Employer shall pay the Employee his full salary
through the Date of Termination at that rate in effect at the Notice of
Termination is given, and any incentive compensation earned under
Article 2, section E as of the Date of Termination.
E. If (1) the Employee's employment shall be terminated by MapInfo for
reasons other than pursuant to Article 5, section A.1, A.2 or A.4 hereof
or (2) if the Employee shall terminate his employment for Good Reason,
then
a) the Employer shall pay the Employee his full salary through the Date
of Termination at the rate in effect at the time Notice of
Termination is given, and any incentive compensation earned under
Article 2, section E as of the Date of Termination;
b) the Employer shall, in addition, pay as severance pay to the
Employee a sum equal to the Employee's annual salary in effect at
the Date of Termination in a lump sum on or before the tenth day
following the Date of Termination;
c) and the Employer shall continue the Employee's health and dental
insurance coverage for the one year period following the Date of
Termination on the same terms as provided to other employees of the
Employer.
F. Upon any change in control of the Employer, all outstanding stock
options of Employee to purchase common stock of Employer not theretofore
exercisable by Employee shall be and become immediately exercisable as
of the date of such change in control of Employer for such period and
upon such terms that are provided in the stock option plan.
7. NOTICES.
All communications and notices hereunder shall be in writing.
8. ENTIRE AGREEMENT.
This Agreement and the agreements and exhibits referred to herein constitute
the entire understanding between that parties and supersede and cancel all
prior agreements or understandings between the parties hereto. No waiver or
modification of the terms hereof shall be valid unless in writing signed by
both parties hereto and only to the extent therein set forth.
9. SUCCESSORS.
A. The Employer 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 Employer, by agreement in form
and substance satisfactory to the Employee, to expressly assume and
agree to perform this Agreement in the same manner and to the same
extent that the Employer would be required to perform it if no such
succession had taken place. Failure of the Employer to obtain such
agreement prior to the effectiveness of any such succession shall, at
Employee's option to treat it as such, be a breach of this Agreement,
except that for the purposes of implementing the foregoing, the date on
which any such succession becomes effective shall be deemed the Date of
Termination. As used in this Agreement, "Employer" shall mean the
Employer as herein above defined and any successor to its business
and/or assets as aforesaid which executes and delivers the agreement
provided for in this Article 9 or which otherwise becomes bound by all
the terms and provisions of this Agreement by operation of the law.
B. This Agreement shall be binding upon and inure to the benefit of the
parties hereto, their respective heirs, administrators, executors,
personal representatives, successors and assigns; provided, however,
that except as provided in this Article 9, this Agreement may not be
assigned by either of the parties hereto. If the Employee should die
while any amounts would still be payable to him, all such amounts
earned, unless otherwise provided herein, shall be paid in accordance
with the terms of this Agreement to the Employee's designee or, if there
be no such designee, to the Employee's estate.
10. ARBITRATION.
Except as otherwise provided in Article 4, any dispute or claim relating to
or arising out of the employment of the Employer, whether based on contract or
tort or otherwise, but not including statutory claims, shall be subject to
final and binding arbitration in the State of New York in accordance with the
applicable commercial arbitration rules of the American Arbitration
Association in effect at the time the claim or dispute arose. The arbitrators
shall have jurisdiction to determine any such claim, and may grant any relief
authorized by law for such claim. The arbitrators' decision shall be based on
and supported by written findings of fact and conclusions of law. Any claim or
dispute subject to arbitration shall be deemed waived, and shall be forever
barred, if arbitration is not initiated within twelve (12) months of the date
the claim or dispute first arose.
11. GOVERNING LAW.
This Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York without regard to the choice of law provisions
thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement
as of the date and year first written above.
EMPLOYEE:
MAPINFO:
/s/ Xxxx X. Xxxxxxxx 9/28/96 /s/ Xxxxxxx X. Xxxxxx 10/1/96
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Xxxx X. Xxxxxxxx By __________________________________
