Employment/Consulting Agreement
This Agreement sets out the particulars of the agreement and
conditions of your employment and engagement by CrossZ Software Corporation (the
"Company" or the "Corporation").
Date: October 14, 1997
Name of Employee/Consultant: Xxxx X. Xxxxxxx
Date Service Begins: October 14, 1997
Title: President and Chief
Executive Officer
Reporting To: Board of Directors
Salary:
Your base monthly salary will be $6,250.00
($75,000.00 per year) to be paid on a semi-monthly basis.
Salaries are normally reviewed after one year.
Term of Employment/Engagement:
The term of employment or engagement with the
Company shall continue for one (1) year and is renewable,
upon mutual agreement, on a yearly basis thereafter.
Initially, you will serve as the President and Chief
Executive Officer of the Company but within such one year
period or thereafter you may, upon mutual agreement of the
Company and you, serve instead in a consulting capacity to
the Company. So long as you serve as President and Chief
Executive, you shall be responsible for the management of the
Company, shall report only to the Board of Directors of the
Company and shall have such other powers and responsibilities
consistent with your position as the Board of Directors may
assign to you. In the event that this Agreement is terminated
for any reason other than "Cause," you will be entitled to
receive all compensation owed to you under the Agreement,
including but not limited to the balance of your annual
compensation. For purposes of this Agreement, the term
"Cause" shall be limited to (i) embezzlement, fraud or
misappropriation of material corporate assets; (ii) you are
convicted of a felony; or (iii) you are convicted of any
lesser crime committed in connection with the performance of
your duties hereunder or involving moral turpitude.
Notwithstanding the foregoing, no termination shall be
treated as a termination for Cause under (iv) above unless
the Board has provided you with at least 30 days prior
written notice identifying the alleged breach of your
obligations, given you a reasonable opportunity
to correct such alleged breach during such period of 30 days,
and has given you an opportunity to meet with the Board of
Directors.
Stock Options:
You will receive incentive and non-qualified stock
options to purchase an aggregate of 100,000 shares of Common
Stock at an exercise price equal to the Initial Offering
Price of the Company's Common Stock. The options will fully
vest January 1, 1999, with options to purchase 33,334 shares
vesting on the day after the effectiveness of the Company's
initial public offering (which is expected to become
effective on or before November 17, 1997), options to
purchase 33,333 shares vesting on January 1, 1998 and options
to purchase 33,333 shares vesting on January 1, 1999. The
term of these options is five (5) years. Such options will
continue to vest even if you are no longer serving the
Company as either President and Chief Executive Officer or as
a Consultant, and even if your employment with the Company is
terminated for any reason other than "Cause" as defined
herein, including voluntary retirement, or change in status
from employee to a consultancy capacity to the Company. In
the event of your death or a disability which prevents you
from performing as either the President and Chief Executive
Officer of the Company or a Consultant, such options will
vest immediately. The options will be issued in accordance
with the Company's 1991 Stock Option Plan, as amended (the
"Plan"). The Corporation expressly warrants and represents
that the stock options issued to you and the vesting period
of said stock options are authorized and permitted under the
Plan, and to the extent that the Plan requires the approval
of the Board of Directors that such approval of the Board has
been given. Reference is made to the terms and conditions of
the Plan, all of which are incorporated by reference in this
agreement as if fully set forth herein. Notwithstanding the
forgoing, to the extent any term and condition of the Plan
conflicts with any of the terms and conditions of this
paragraph, the terms and conditions of this paragraph will
take precedence.
Benefits:
After completing your introductory period of three
months, you will be eligible to participate in our 401(k) Plan and our
health, dental and life insurance plans in accordance with the terms
and conditions of the respective plans. Eligibility for the health
care coverage is the first of the month after your initial three
months of employment and eligibility for the 401(k) Plan is the first
of the quarter following your first three months of employment. The
Company will provide you
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with life insurance coverage of $300,000 and will contribute 70% of
the cost of the health and dental coverage. You will receive more
information about these plans prior to their respective effective
dates.
The Company shall reimburse you for all reasonable
expenses you incur in promoting the Company's business,
including expenses for travel, entertainment of business
associates, service and usage charges for business use of
cellular phones, computers and similar items, upon
presentation by you from time to time of an itemized account
of such expenditures. You will be eligible to participate in
the Executive Compensation Program, if any, and will
participate on terms at least as favorable as those
applicable to any other key executives. You shall be entitled
to the use of Company credit cards for charging business
expenses, in accordance with the Company's policy for
management employees.
Vacation:
The Company also offers 9.5 paid holidays, and you
will be entitled to three (3) weeks of paid vacation per
year. In addition, you will be entitled to seven (7) weeks of
unpaid vacation per year. You will be eligible to use one (1)
week of accrued vacation after your first four (4) months of
service.
Employment, Confidential Information and Invention
Assignment Agreement:
All employees are required to sign the Company
Employment, Confidential Information and Invention Assignment
Agreement, as amended, which amended agreement is annexed
hereto and made a part hereof.
Amendments to Agreement:
This Agreement sets forth certain terms under which
you will serve the Company. The parties agree that during the
term of this Agreement they will mutually work together to
evaluate whether these terms and other terms should be
codified in a new agreement.
Non-Competition:
You agree that during your employment and
consultancy with the Company, you shall not engage in, own,
manage or control, or participate in the ownership,
management or control, directly or indirectly, of any person,
firm, corporation or other entity engaged in the design,
development, provision, sales or marketing of any
product for the creation, compression, storage, retrieval or
analysis of relational databases ("Restricted Business")
anywhere in the world (the "Restricted Area").
Notwithstanding the foregoing, you may acquire shares
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representing not more than 5% of the outstanding securities
of any publicly traded company engaged in the Restricted
Business. If, in any judicial proceeding, a court shall
refuse to enforce any of such separate covenants, such
unenforceable covenant shall be deemed deleted from this
Agreement to the extent necessary to permit the remaining
separate covenants included in this Section to be enforced.
Signatures:
CrossZ Software Corporation _______________________________________
Signature Date
_______________________________________
Title
Acknowledgment:
I acknowledge receipt of this Agreement setting out
the particulars of the Agreement and Conditions of my
employment/consulting.
Xxxx X. Xxxxxxx
_______________________________________
Signature Date
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