AMENDMENT TO
EMPLOYMENT AGREEMENT
DATE: January 1, 2001
PARTIES AND ADDRESSES:
CorVu Corporation
0000 Xxxx 00xx Xxxxxx, Xxxxx 000
Xxxxx, XX 00000 (the "Company")
Xxxxxx XxxXxxxxx
Xxxxx 0, 0 Xxxxx Xxxxx
Xxxxx Xxxxxx XXX 0000 XXXXXXXXX ("Executive")
RECITALS:
A. The Company is a Minnesota corporation engaged principally in the
business of developing, manufacturing and selling business software programs.
B. Executive is currently employed as the Company's Chairman, President
and Chief Executive Officer pursuant to an employment agreement effective as of
July 1, 1999 which terminates June 30, 2002 (the "Agreement").
C. In consideration of the Company's business performance and to
provide further incentives to Executive, the Company and Executive desire to
amend the compensation provisions of the Agreement.
AGREEMENTS:
In consideration of the mutual promises and undertakings set forth
herein, the Company and Executive agree as follows:
1. Article 2 "Compensation" of the Agreement is deleted and replaced by
the following provision:
ARTICLE 2
COMPENSATION
"2.1 COMPENSATION. Subject to Paragraph 4.2 and
Articles 5, 7, 8 and 9 hereof, Executive shall be paid
compensation for the performance of his duties hereunder as
follows:
(a) ANNUAL BASE SALARY. During the term of this
Agreement, the Company shall pay Executive an annual
base salary of $180,000 commencing July 1, 2000
payable monthly, which may be adjusted from time to
time by the
Board of Directors. The Company shall be entitled to
deduct or withhold all taxes and charges which the
Company may be required to deduct or withhold
therefrom.
(b) ACCRUED SALARY. Executive agrees to forgive cash
compensation in the total amount of $241,588 that was
accrued under the Agreement for the period through
December 31, 2000.
(c) BONUS COMPENSATION. In addition to the base
salary, Employer shall be eligible to receive bonus
compensation based on the Company's achievement of
certain pre-determined audited annual earnings before
interest and taxes ("EBIT") for the Company's fiscal
years 2001, 2002, and 2003, respectively. The
Compensation Committee of the Company's board of
directors has approved the following bonus
compensation criteria for such fiscal years:
---------------------------------- -----------------------------------------
AUDITED EBIT AMOUNT OF BONUS COMPENSATION
---------------------------------- -----------------------------------------
Up to $1,000,000 Thirty percent (30%) of EBIT
---------------------------------- -----------------------------------------
$1,000,001 to $2,000,000 Twenty percent (20%) of EBIT
---------------------------------- -----------------------------------------
$2,000,001 to $3,000,000 Ten percent (10%) of EBIT
---------------------------------- -----------------------------------------
Over $3,000,000 Five percent (5%) of EBIT
---------------------------------- -----------------------------------------
Executive's bonus compensation pursuant to this
subdivision, if any, will be paid to him in a lump
sum within fifteen (15) days following the filing of
the audited financial statements for the most
recently completed fiscal year as filed with the
Securities and Exchange Commission (SEC). Executive's
bonus compensation, if any, shall be subject to
withholding for income and FICA taxes and any other
proper deductions. Notwithstanding anything to the
contrary, the Company's payment of bonus compensation
to Executive in the event Executive does not remain
in Company's employ for the full then current fiscal
year shall be controlled by Paragraph 2.2 of this
Agreement.
(d) ADDITIONAL BONUS PAYMENTS. The Compensation
Committee of the Company's board of directors may in
its sole discretion grant to Executive bonus payments
in addition to the bonus compensation specified in
subdivision (c) of this Section.
(e) OPTIONS. Executive shall also be granted options
to purchase a total of 675,000 shares of the
Company's common stock at $1.33 per share, with
225,000 of said options vesting on July 1, 1999,
225,000 options vesting on July 1, 2000, and 225,000
options vesting on July 1, 2001. The options must be
exercised within 7 years from the date of grant of
the options and shall be subject to such other terms
and conditions as are contained in a Stock Option
Agreement between Company and Executive evidencing
such options.
2.2) TERMINATION OF COMPENSATION. Except as provided
in Articles 4, 7, 8 and 9 of this Agreement, the Company's
obligation to pay compensation to Executive under this Article
2 shall terminate at the close of business on the date on
which Executive's employment is terminated; provided, however,
that:
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(a) the Company shall remain liable to pay Executive
any amounts due Executive for services rendered prior
to such termination date pursuant to Paragraph
2.1(a); and
(b) the Company shall calculate Executive's earned
bonus compensation pro rata to and including the date
of termination. If Executive's employment is
terminated during the first three quarters of the
Company's fiscal year, Executive's earned bonus
compensation shall be calculated based on the
Company's unaudited financial statements as filed
with the SEC; for the quarter in which the
termination occurred, the earned bonus compensation
shall be pro rated based on the number of calendar
days Executive was employed by the Company. If
Executive's employment is terminated in the fourth
quarter of the Company's fiscal year, the Executive's
earned bonus compensation shall be calculated pro
rata based on the Company's audited financial
statements. The Company shall pay Executive any
earned bonus within fifteen (15) days after the
filing of unaudited quarterly results with the SEC,
or within fifteen (15) days following the filing of
the audited financial statements for the most
recently completed fiscal year as filed with the SEC.
2. Section 5.2 "COMPENSATION UPON TERMINATION OF EXECUTIVE'S
EMPLOYMENT" of the Agreement is eleted and replaced by the following provision:
"5.2 COMPENSATION UPON TERMINATION OF EXECUTIVE'S EMPLOYMENT.
In the event that Executive's employment with the Company
terminates, the following provisions shall govern as
applicable:
(a) If termination occurs pursuant to Paragraph
5.1(a) (by mutual written agreement) the agreement of
the parties shall control.
(b) If termination occurs pursuant to Paragraph
5.1(b) (for death), all benefits shall terminate as
of the termination date, and base salary and bonus
shall terminate as provided in Paragraph 2.2.
(c) If termination occurs pursuant to Paragraph
5.1(c) (for Cause) or 5.1(h) (resign without Good
Reason), all benefits shall terminate as of the
termination date, and base salary and any earned
bonus shall be paid to the date of termination as
provided in Paragraph 2.2.
(d) If termination occurs pursuant to Paragraph
5.1(d) (disability), the provisions of Paragraph 4.2
shall govern the termination of benefits, base salary
and bonus.
(e) If termination occurs pursuant to Paragraph
5.1(e) (retirement), the provisions of Paragraph
5.2(b) shall govern the termination of benefits, base
salary and bonus.
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(f) If termination occurs pursuant to 5.1(f) (by the
Company without Cause) then Executive's base salary
and any earned bonus shall be paid to the date of
termination as provided in Paragraph 2.2 and in
addition:
(i) the Company shall pay Executive, as
severance pay, in accordance with the
Company's normal payroll practices for
executive employees, such number of
consecutive monthly installments of his base
salary in effect as of the date of
termination as is equal to the greater of
(A) the number of months remaining in the
Term (without regard to renewals) of this
Agreement, or (B) nine (9).
(ii) Executive shall be entitled to
continued participation in hospital and
medical plans and programs of the Company
for such period as is provided by law
following termination of Executive's
employment, subject to Executive's paying
the employee portion of the cost of such
participation and subject to termination of
participation upon Executive becoming
entitled to comparable benefits on
subsequent employment.
(g) If termination occurs pursuant to Paragraph
5.1(g) the compensation provisions of Paragraph
5.2(c) shall apply.
(h) All payments made to Executive under this
Paragraph 5.2 shall be reduced by amounts (i)
required to be withheld in accordance with federal,
state and local laws and regulations in effect at the
time of payment, or (ii) owed to the Company by
Executive for any amounts advanced, loaned or
misappropriated."
3. The parties agree that this Amendment to
Employment Agreement shall be
retroactively effective as of July 1, 2000.
4. Except as amended herein, the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Employment Agreement effective as of July 1, 2000.
/s/ Xxxxxx X. Xxxxxxxxx
--------------------------------------------
Xxxxxx X. XxxXxxxxx
CorVu Corporation
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------------------
Its: Chief Financial Officer
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