EXHIBIT (d)(11)
AGREEMENT
This Agreement (the "Agreement") is made effective as of October 10, 2002,
by and between IONA Technologies PLC, a public limited company organized under
the laws of Ireland (the "Company"), and Xxxxx X. Xxxxxx (the "Employee").
WHEREAS, the Company has previously granted the Employee options to
purchase the Company's Ordinary Shares, E0.0025 par value per share (the
"Ordinary Shares") under the Company's 1997 Share Option Scheme, as amended (the
"1997 Scheme");
WHEREAS, the options granted to the Employee to purchase Ordinary Shares
under the 1997 Scheme include the outstanding options set forth on Schedule I
attached hereto (the "Exchanged Options");
WHEREAS, on June 21, 2002, the Company granted the Employee options to
purchase an aggregate of 603,700 of the Company's Ordinary Shares under the 1997
Scheme (the "Forfeited Options"); and
WHEREAS, the Company and the Employee desire to cancel the Forfeited
Options and the Exchanged Options in exchange for new options to be granted to
the Employee on or after May 15, 2003 (the "Grant Date") under the 1997 Scheme
and the Company's Executive Share Option Scheme, as amended, (the "Executive
Scheme");
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein and for other good and valuable consideration, the receipt,
validity and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. The Forfeited Options and the Exchanged Options are hereby canceled and
are null, void and of no further force or effect. All agreements relating to the
Forfeited Options and the Exchanged Options (the "Option Agreements") are hereby
terminated and this Agreement shall constitute full and unconditional accord and
satisfaction of any claims Employee may now have or ever have had under the
Option Agreements.
2. On the Grant Date the Company shall grant the Employee new options to
purchase (a) an aggregate of 164,457 Ordinary Shares under the 1997 Scheme and
(b) an aggregate of 157,734 Ordinary Shares under the Executive Scheme, as more
particularly set forth on Schedule II attached hereto, (the "New Options"),
provided that (i) the Employee shall have been continuously employed with the
Company or its subsidiaries through the Grant Date and (ii) Employee shall
execute and deliver option agreements in form and substance the same as the
Company's standard form of Executive Scheme Option Agreement, in the case of New
Options granted under the Executive Scheme, and the forms of New Executive
Officer Incentive Share Option Agreement and New Executive Officer Non-Statutory
Share Option Agreement, filed as exhibits to the Schedule TO to be filed by the
Company with the Securities and Exchange Commission on or about October 16,
2002, in the case of New Options granted under the 1997 Scheme. If either of the
above conditions is not satisfied, the Employee shall not be granted New
Options.
3. The New Options granted under the 1997 Scheme shall be granted as
"incentive stock options," within the meaning of Section 422 of the U.S.
Internal Revenue Code of 1986, as amended (the "Code"), to the extent that such
New Options qualify as incentive stock options under the tax laws in effect on
the Grant Date, including the $100,000 limitation in Section 422(d) of the Code.
4. The exercise price per share of all New Options shall be 100% of the
fair market value of the Ordinary Shares on the Grant Date, which shall be
determined by reference to the last reported sale price on the Nasdaq National
Market of the Company's American Depositary Receipts on the trading day
immediately prior to the Grant Date; provided, however, that, if, on the Grant
Date, there is no established market for the Company's American Depositary
Receipts or Ordinary Shares, the Company's Board of Directors shall determine in
good faith the fair market value of the Ordinary Shares. The Employee's right to
exercise the New Options shall vest as set forth on Schedule II attached hereto.
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5. The Employee acknowledges that he has been advised to consult with his
tax advisors regarding the potential tax consequences resulting from the
transactions contemplated by this Agreement. The Employee acknowledges that he
is knowingly and voluntarily entering into this Agreement.
6. This Agreement imposes no obligation on the Company to continue the
Employee's employment with the Company or its subsidiaries.
7. This Agreement shall be deemed to have been entered into in The
Commonwealth of Massachusetts and shall be construed and interpreted in
accordance with the laws of such Commonwealth.
8. The provisions of this Agreement shall be binding upon the Company and
its successors and assigns. The provisions of this Agreement shall be binding
upon the Employee with no right to transfer or assign Employee's rights under
this Agreement. The Company hereby agrees that, in the event that a merger,
consolidation or other similar transaction involving, or a change of control of,
the Company occurs prior to May 15, 2003, the Company shall require any
successor resulting therefrom to inherit the obligations of the Company under
this Agreement; provided, that, the securities underlying any New Options
granted by a successor and the number of such underlying securities subject to
any New Options shall be adjusted as appropriate to give effect to such
transaction.
9. This Agreement constitutes the entire agreement of the parties relating
to the Exchanged Options, the Forfeited Options and the New Options and
supersedes all prior agreements and representations between them relating
thereto, including, without limitation, the Option Agreements. This Agreement
may not be amended except by written instrument signed by the Company and the
Employee. This Agreement may be executed in counterparts, which together shall
constitute one instrument.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed on the date and year first above written.
IONA TECHNOLOGIES PLC
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Name: Xxxxxx Xxxxxx
Title: Chief Financial Officer
XXXXX X. XXXXXX
/s/ Xxxxx X. Xxxxxx
------------------------------------
SCHEDULE I
EXCHANGED OPTIONS
EXCHANGED
OPTIONS
GRANTED UNDER
GRANT THE 1997
DATE SCHEME
05/30/1997 50,000
05/30/1997 48,500
07/28/1998 3,125
07/28/1998 96,875
10/01/1998 100
04/08/1999 100
04/12/1999 92,923
04/12/1999 7,077
10/01/1999 40,000
05/26/2000 100,000
08/16/2000 33,468
08/16/2000 1,532
04/04/2001 37,499
04/04/2001 2,501
08/20/2001 3,160
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Total 516,860
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Schedule II
NEW OPTIONS
NUMBER OF
NEW OPTIONS
SUBJECT TO OPTION SCHEME UNDER WHICH
GRANT NEW OPTIONS ARE TO BE GRANTED Vesting Schedule of New Options
----- ----------------------------- -------------------------------
151,041 Executive Share Option Fully vested as of the date of grant
Scheme
81,297 1997 Share Option Scheme Fully vested as of the date of grant
40,000 1997 Share Option Scheme 30,000 shares vested on date of
grant; and 10,000 shares vesting on
10/1/03
20,000 1997 Share Option Scheme 10,000 shares vested on date of grant, and
5,000 shares vesting on each of 5/26/03
and 5/26/04
6,693 Executive Share Option 4,811 shares vested on date of grant,
Scheme 437 shares vesting on each of 8/14/03,
11/13/03, 5/13/04 and 8/12/04, and 134 shares
vesting on 2/12/04
20,000 1997 Share Option Scheme 10,000 shares vested on date of grant, and
1,250 shares vesting on each of 7/3/03,
10/2/03, 1/1/04, 4/1/04, 7/1/04, 9/30/04,
12/30/04 and 3/31/05
3,160 1997 Share Option Scheme 2,500 shares vesting on 2/15/05, and
660 shares vesting on 5/17/05
TOTAL 322,191
