EXHIBIT 10.23
AMENDMENT NO. 3 TO
EMPLOYMENT AGREEMENT
DATE: December 18, 2003
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, as amended effective as of January 1, 2001 and as of February 28,
2003 (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 2.1(a) "Annual Base Salary" of the Agreement is deleted and
replaced by the following provision:
"(a) Annual Base Salary. During the term of this Agreement,
the Company shall pay Executive an annual base salary of $190,000
commencing July 1, 2003 payable monthly, which may be adjusted from
time to time by the Compensation Committee of the Company's 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.
1. Article 2.1(c) "Bonus Compensation" of the Agreement is deleted and
replaced by the following provision:
"(c) Bonus Compensation. In addition to the base salary,
Executive shall be eligible to receive bonus compensation based on the
Company's achievement of certain pre-determined audited annual revenues
and net earnings before income taxes ("EBT") for the Company's fiscal
year 2004. The Compensation Committee of the Company's board of
directors has approved the following bonus compensation criteria for
such fiscal year:
For fiscal year 2004, bonus compensation of an amount of up to
$250,000 can be earned based on the attainment of budgeted
consolidated gross revenues and net earnings before income
taxes (EBT). 40% of the bonus compensation is allocated to the
attainment of budgeted gross revenues and 60% of the bonus
compensation is allocated to the attainment of budgeted EBT.
For fiscal year 2004, bonus compensation can be earned as
follows:
o Results below 80% of budgeted amounts No bonus earned
o Results 80-99% of budgeted amounts 50% of bonus
o Results 100-120% of budgeted amounts 100% of bonus
If results are in excess of 120% of budgeted amounts,
Executive will earn additional bonus compensation for fiscal
year 2004 of $125,000. Calculations will be completed at the
end of each fiscal quarter based on results on a year-to-date
basis. Bonus earned on a year-to-date basis will be reduced by
amounts earned in previous quarters. Bonus compensation paid
to Executive based on the results for the first three fiscal
quarters of fiscal year 2004 will not be recovered in the
event of subsequent shortfalls. Executive's bonus compensation
pursuant to this subdivision for the first three fiscal
quarters of fiscal year 2004, if any, will be paid to
Executive on a quarterly basis in one or more installments, as
cash allows, after the filing of the unaudited financial
statements for the completed fiscal quarter as filed with the
Securities and Exchange Commission (SEC). Executive's bonus
compensation pursuant to this subdivision for the fourth
fiscal quarter of fiscal year 2004, if any, will be paid to
Executive in one or more installments, as cash allows, after
the filing of the audited financial statements for the
completed fiscal year as filed with the 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."
2. The parties agree that this Amendment to Employment Agreement shall be
retroactively effective as of July 1, 2003.
3. 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, 2003.
-----------------------------------
Xxxxxx X. XxxXxxxxx
CorVu Corporation
By:
-------------------------------
Its: Chief Financial Officer
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