EMPLOYMENT AGREEMENT
Exhibit
10.19
THIS
EMPLOYMENT AGREEMENT (the “Agreement”), dated January 28, 2005, shall be
effective upon the closing of the acquisition transaction between Acacia and
Global Patent Holdings LLC, and is entered into by and between Acacia
Technologies Services Corporation, a Delaware corporation ("Acacia”), and
Xxxxxxx Xxx, (“You”), on the following terms and conditions.
Acacia
and You desire to enter into this Agreement, subject to the terms and conditions
as set forth below.
1. Position and Responsibilities.
As of the effective date of the Agreement, You shall be employed as
Executive Vice President of Business Development of Acacia, working full time
from Acacia’s Newport Beach offices within seven (7) months of your employment.
For the earlier of (i) the initial period of Your employment during which you
have not relocated to Southern California or (ii) the first seven (7) months
from the effective date of this Agreement, You shall be available to work from
Acacia’s Newport Beach offices for five (5) business days per month. You agree
that at all times during your employment hereunder, You shall be subject to and
comply with Acacia's personnel policies including Acacia's Xxxxxxx Xxxxxxx
Policy (attached hereto as Exhibit A), Sexual Harassment Policy (attached hereto
as Exhibit B) and Employee Handbook, all as may be modified from time to
time. You shall devote your full working time and efforts to Acacia's
business to the exclusion of all other employment or active participation in
other business interests, unless otherwise consented to in writing by
Acacia.
2. (a.) Employment. Your
employment will be at-will, and may be terminated by Acacia or You upon thirty
(30) days notice to the other party for any reason. This at-will
arrangement can not be changed during your employment, unless agreed to in
writing by an authorized officer of Acacia.
2. (b). Severance/Payment to
Acacia. Notwithstanding Your at-will employment, in the
event that Acacia terminates Your employment other than for Cause (as defined
below), (i) prior to You relocating to Southern California, Acacia shall pay You
a lump sum amount equal to three (3) months base salary; or (ii) within one (1)
year of You relocating to Southern California, Acacia shall pay You a lump sum
amount equal to six (6) months base salary. Any severance that may be due as a
result of Acacia terminating your employment after one (1) year following You
relocating to Southern California shall be covered by Acacia’s then existing
Executive Severance Policy. In the event that You terminate Your
employment with Acacia within one (1) year of You relocating to Southern
California (other than as a result of Acacia’s breach of this Agreement, after
providing Acacia with notice and a reasonable opportunity to cure such breach),
You shall pay Acacia a lump sum payment equal to six (6) months base salary, in
consideration for Acacia reimbursing You for relocation expenses.
3.1
Salary. An
annual salary (the “Salary”) of Two Hundred Seventy Thousand Dollars ($
270,000). The Salary shall be subject to all appropriate federal and state
withholding taxes and shall be payable bi-weekly, in accordance with the normal
payroll procedures of Acacia. The Salary will be subject to annual review and
increase at Acacia’s sole discretion.
3.2 Options. The Board
of Directors of Acacia Research Corporation will grant You stock options to
purchase Two Hundred and Twenty Five Thousand (225,000) shares of Acacia
Research - Acacia Technologies Group common stock (Nasdaq: ACTG) pursuant to and
subject to the terms of Acacia's existing stock option plan. Such
options have a ten (10) year term and will vest over a thirty-six (36) month
period, with Seventy Five Thousand (75,000) shares vesting twelve
months after your start date, and with the remainder vesting monthly over the
subsequent twenty four (24) month period. The exercise price of the
options shall be the closing price on the later of (i) your first day of
employment; and (ii) the date of the Board approval of such grant. Additional
annual option grants are subject to the recommendation of Acacia’s CEO and are
at the discretion of the Board of Directors.
3.3 Home Sale/Purchase
Reimbursement. Acacia shall reimburse You for the
taxes (including state and federal capital gains taxes and city/county
tax/stamps) and closing costs (including sales commissions) actually incurred
and paid by You in connection with the sale of Your New Jersey residence in
connection with your relocation to Southern California. Acacia shall
reimburse You for reasonable incidental costs in connection with purchasing a
residence in Southern California including any applicable title insurance,
survey, and mortgage application charges. Such reimbursements shall
occur within 30 days of You submitting appropriate documentation evidencing the
payment of such reimbursable expenses. Such reimbursements will be
grossed up to cover any applicable federal and state taxes.
3.5
Relocation
Bonus. A one time, relocation bonus equal to Fifteen Thousand
Dollars ($15,000), payable at the time of relocation, to cover moving expenses
and any and all other costs and expenses of relocation, other than as expressly
set forth herein. The relocation bonus shall be subject to all appropriate
federal and state withholding taxes in accordance with the normal payroll
procedures of Acacia.
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3.7 Discretionary Annual
Bonus. At the end of each calendar year, You shall be
eligible for a discretionary bonus equal in value of up to Fifty Thousand
Dollars ($50,000). Such bonus shall be at the sole discretion of the
Compensation Committee of Acacia Research Corporation, and shall be based upon
personal performance, overall company performance, and any other factors that
the Compensation Committee elects to consider. This bonus is solely
within the discretion of the Compensation Committee, which may elect to pay You
no bonus in any given year or years. The Compensation Committee may
increase the amount of the discretionary bonus, but has no obligation to do so.
In order to be eligible for the discretionary annual bonus, this Agreement must
be in full force and effect at the time of the payment of such bonus. The
discretionary annual bonus shall be subject to all appropriate federal and state
withholding taxes in accordance with the normal payroll procedures of
Acacia.
(a) You
fail or refuse to perform your duties hereunder, or breach any of your
obligations under this Agreement other than due to Death or Permanent
Disability;
(b) You
commit any act (including a misdeameanor offense) which is likely to have the
effect of injuring the reputation, business or business relationship of
Acacia;
(c)
You are charged with convicted of or plead guilty or nolo contendre to any felony;
or
(d)
You embezzle or misuse any of Acacia's funds or assets or commit any act of
fraud or dishonesty with respect to any aspect of Acacia's
business;
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5.2 Other Than
Cause. Upon termination of your employment by Acacia under
this Agreement other than for Cause, or upon termination of your employment by
You as a result of Acacia’s breach of this Agreement after providing Acacia with
notice and a reasonable opportunity to cure such breach, You shall be entitled
only to (i) payment of the Salary earned by you before the effective date of
termination, as provided in Section 3 hereof; (ii) any accrued and unused
vacation pay earned as of the effective date of termination; (iii) any
reimbursements under Sections 3.3, 3.4, 3.6, and 3.8, for expenses incurred
prior to the date of termination, and any unpaid relocation bonus under Section
3.5 (if You relocated prior to the effective date of termination) and (iv) any
severance payments as provided in Section 2(b) above if such termination occurs
prior to You relocating to Southern California or within one (1) year of
relocation, or if such termination occurs after such one (1) year period, as
provided by Acacia's then current severance plan, if any. In the event that You
terminate Your employment with Acacia at any time (other than as a result of
Acacia’s breach of this Agreement, after providing Acacia with notice and a
reasonable opportunity to cure such breach), You shall be entitled only to (i)
payment of the Salary earned by You before the effective date of termination, as
provided in Section 3 hereof; (ii) any accrued and unused vacation pay earned as
of the effective date of termination; (iii) any reimbursements under Sections
3.3, 3.4, 3.6, and 3.8, for expenses incurred prior to the date of termination,
and any unpaid relocation bonus under Section 3.5 (if You relocated prior to the
effective date of termination); provided, however, that if such termination by
You occurs within one (1) year of your relocation to Southern California, in
addition to You receiving any payments set forth in (i), (ii), and (iii), You
shall also pay Acacia a lump sum payment equal to six (6) months base salary as
set forth in Section 2(b) above.
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12. Governing Law and
Venue. This Agreement is to be governed by and construed in
accordance with the laws of the State of California applicable to contracts made
and to be performed wholly within such State, and without regard to the
conflicts of laws principles thereof. Any suit brought and any and
all legal proceedings to enforce this Agreement whether in contract, tort,
equity or otherwise, shall be brought in the state or federal courts sitting in
Los Angeles County, California, the parties hereto hereby waiving any claim or
defense that such forum is not convenient.
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ACACIA
TECHNOLOGIES SERVICES COPRORATION
By /s/ Xxxxxx X.
Xxxxxx
Name:
Xxxxxx X.
Xxxxxx
Its:____COO_________
/s/ Dooyong
Lee_______________
Xxxxxxx
Xxx
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ADDENDUM TO EMPLOYMENT AGREEMENT
This
Addendum amends your Employment Agreement dated January 28, 2005 (the
“Employment Agreement”). Unless specifically modified by the terms of
this Addendum, the terms of the Employment Agreement remain unchanged and in
full force and effect.
At the
end of each calendar year, You shall be eligible for a discretionary bonus equal
in value of up to Thirty percent (30%) of your annual salary. Such
bonus shall be at the sole discretion of the Compensation Committee of Acacia
Research Corporation, and shall be based upon personal performance, overall
company performance, and any other factors that the Compensation Committee
elects to consider. This bonus is solely within the discretion of the
Compensation Committee, which may elect to pay You no bonus in any given year or
years. The Compensation Committee may increase the amount of the
discretionary bonus, but has no obligation to do so. In order to be eligible for
the discretionary annual bonus, this Agreement must be in full force and effect
at the time of the payment of such bonus. The discretionary annual bonus shall
be subject to all appropriate federal and state withholding taxes in accordance
with the normal payroll procedures of Acacia.
Acknowledged
and Agreed:
/s/
Xxxxxxx Xxx
Xxxxxxx
Xxx
/s/ Xxxx
X. Xxxx
Xxxx X.
Xxxx
Chairman
and CEO
Dated:
March 6, 2008
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