1
EXHIBIT 10.14
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of August 26,
1996 by and between CyberMedia, Inc., a California corporation (the "Company")
and __________________ ("Employee").
A. The Board believes that it is in the best interests of the Company
and its shareholders to provide the Employee with an incentive to continue his
employment and to motivate the Employee to maximize the value of the Company for
the benefit of its shareholders.
B. The Board believes that it is imperative to provide the Employee with
certain severance benefits upon the Employee's termination of employment if
without Cause which provides the Employee with enhanced financial security and
provides sufficient incentive and encouragement to the Employee to remain with
the Company.
NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the parties agree as follows:
1. Termination Without Cause.
(i) In the event the employment of any Employee is terminated by
the Company without Cause at any time, all unvested portion of all stock options
(together, the "Unvested Options") held by the Employee under the Company's
stock option plans shall automatically be accelerated and the Employee or the
Employee's representative, as the case may be, shall have the right to exercise
all or any portion of such stock option so vested, in addition to any portion of
the option vested prior to such acceleration. The vesting of Unvested Options
with the lowest exercise price shall accelerate first and then the vesting of
the remaining Unvested Options shall accelerate in chronological order as to the
next lowest exercise price. In all other respects, the Employee's options shall
remain subject to the terms and conditions of the Employee's options under their
respective stock option agreements and the Company's stock option plans.
(ii) No payments shall be made to the Employee and options shall
not continue to vest after termination of employment with the Company if such
employment is terminated with cause or if Employee voluntarily terminates his
employment. Death or permanent disability (as defined in Section 22(e)(3) of the
Internal Revenue Code of 1986, as amended, shall be deemed an involuntary
termination without cause.
2. Definition of Cause. For purposes of paragraph 1 above, "Cause" shall
mean (i) the willful failure by the Employee to substantially perform his or her
duties within ten (10) days after written demand for substantial improvement in
performance is delivered to the Employee by the Board of Directors which
specifically identifies the manner in which the Board of Directors believes that
the Employee has not substantially performed his or her duties, (ii) the
Employee's failure (in a material respect) to follow reasonable policies or
directives established by the Board of Directors within ten (10) days after
written notice to the Employee by the Board of Directors that the Employee is
not following such policies or directives, (iii) bad faith conduct by the
Employee that is detrimental
2
to the Company, or (iv) the conviction of the Employee of any crime involving
the property or business of the Company. No act, or failure to act, by the
Employee shall be considered "willful" unless committed without a good faith
reasonable belief that the act or omission was in the Company's best interest.
In the event a Employee is terminated for failure to relocate more than 35 miles
from his or her current place of employment, such termination shall be deemed
termination without Cause.
3. Miscellaneous.
(a) If any portion of this Agreement is held by a court of
competent jurisdiction to conflict with any federal, state or local law, such
portion of this Agreement shall be of no force or effect and this Agreement
shall otherwise remain in full force and effect and be construed as if such
portion had not been included in this Agreement.
(b) Employee shall not assign this Agreement or any rights or
obligations under this Agreement without the prior written consent of the
Company.
(c) Any notice or communication required or permitted under this
Agreement shall be made in writing and delivered personally to the other party
or sent by certified or registered mail, return receipt requested and postage
prepaid.
(d) This Agreement contains the entire agreement and
understanding of the parties and supersedes all prior discussions, agreements
and understandings relating to the subject matter of this Agreement. This
Agreement may not be changed or modified, except by an agreement in writing
executed by the Company and by Employee.
(e) The waiver of a breach of any term or provision of this
Agreement shall not operate as or be construed to be a waiver of any other
previous or subsequent breach of this Agreement.
(f) This Agreement shall be governed by the internal laws of the
State of California as applied to agreements made and performed in California by
residents of California.
(g) All captions and section headings used in this Agreement are
for convenient reference only and do not form a part of this Agreement.
(h) This Agreement may be executed in counterparts, each of which
shall constitute one and the same Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
CYBERMEDIA, INC. EMPLOYEE
-2-
