1
EXHIBIT 10.14
SYNON
-----
Xxxxx Xxxxxxxx
00 Xxxxxxxxxx Xxxxx
Xxxxxxx Xxxx
Xxxxxx X0 0XX
28th July 1994
Dear Simon,
This Employment Agreement records your employment with Synon Research Limited
("the Company") and Synon Corporation, a Delaware corporation having a
principal place of business at 0000 Xxxxxxxx Xxxxxxx Xxxxxx, Xxxxxxxx, XX
00000, XXX. It supersedes your prior Employment Agreement dated 15th September
1992.
1. Duties and place of work
1.1 The Company shall employ you as Chief Technology Officer or in any
other capacity as the Company may agree with you from time to time.
You will be a Director of the Company. You will be required to work
at 00 Xx Xxxxx Xxxx, Xxxxxx X0 0XX, or in the event of the Company or
any of its subsidiary or associated companies no longer occupying that
address at such other address within a three mile radius of that
address that the Company may agree with you from time to time. You
may be required to travel on the business of the Company or any of its
subsidiary or associated companies anywhere in be world (as the same
are defined in Section 736 of the Companies Xxx 0000 and Section 416
of the Income and Corporation Taxes Xxx 0000, respectively). You are
to report to the Chief Executive Officer of Synon Corporation.
1.2 You shall devote the whole of your time and attention during working
hours to the interests and welfare of the Company and its subsidiary
and associated companies and faithfully and diligently perform your
duties to the best of your ability. You may be required in pursuance
of your duties to perform services not only for the Company but also
for any subsidiary or associated company.
1.3 You will not during the term of your employment hereunder be directly
or indirectly concerned, engaged or interested in any business
competing with that of the Company except with the written consent of
the Board of Directors of the Company, or as the holder (directly or
through nominees) of investments listed on any recognised stock
exchange where the holding does not exceed five per cent of the issued
shares or stock of any class of any one company.
1.4 You will have the title and perform the duties of Chief Technology
Officer of Synon Corporation.
1.5 You are authorised by the Company to employ and direct on its behalf a
Development Team located at your place of work. The said Development
Team may comprise, at your sole discretion, up to seventeen (17)
people of appropriate skills and experience, employed at salaries and
under terms and conditions commensurate with those that prevail in
similar software research and development organisations within the
London area. The Development Team will be engaged upon such software
product research and development projects as Synon Corporation shall
determine from time to time,
1.6 The provisions of clause 1.5 shall cease to apply upon the occurrence of
both of the following:
2
i. Synon Corporation and its affiliates receiving the aggregate
of One Hundred Million US Dollars (US$ 100,000,000) in
Receipts (as defined in clause 12 below); and
ii. all commission and other sums due to you under this Agreement
have been paid in full when due.
2. Remuneration and benefits
2.1 The Company will pay you a basic salary at the rate of Pound 125,000
per annum, or such higher rate as may from time to time be agreed.
Salary shall be payable by equal monthly payments in arrears not later
than the 28th day of each month. You are not entitled to any
additional remuneration in respect of your duties as Chief Technology
Officer of Synon Corporation.
2.2 In addition to the basic salary specified in sub-clause 2.1 the
Company shall pay to you a Commission ("the Commission") which
(subject to the provisions of sub-clause 2.5 below) shall be such sum
as equals two percent (2.0%) of all income revenue and other payments
or consideration of any kind received by or on behalf of the Company
or any subsidiary or associated company of the Company including Synon
Corporation and its subsidiaries and associated companies during the
period of 5 years (as specified in sub-clause 2.4 below) in respect of
each sale or rental by way of licence or maintenance or other
exploitation of the Product (herein meaning the Product specified in
sub-clause 2.3 below) or any part of the Product in any language
anywhere in the world by Synon Corporation, the Company, their
subsidiary and associated companies and any third parties
("Receipts").
2.3 References to the Product herein mean the next generation workstation
based CASE product currently being developed by the Company and all
improvements, enhancements, modifications and new versions of that
Product and all user documentation for that Product as it exists from
time to time.
2.4 The Commission shall be calculated on Receipts in respect of the
Product received:
i. during the period of five (5) years commencing on 1st July
1994;
ii. after the aforesaid five year period in respect of contracts
entered by the Company or Synon Corporation and their
subsidiary and associated companies during the said five year
period.
The Commission shall be paid monthly in arrears within thirty
(30) days of the end of each calendar month in which the said
Receipts of Product fees are received by or on behalf of the
Company and its associated and subsidiary companies and Synon
Corporation, and its associated and subsidiary companies.
2.5. The Commission due hereunder shall be due and payable to you:
i. during the continuance of your employment hereunder and
ii. after the termination of your employment hereunder. If you
voluntarily terminate your employment hereunder prior to the
expiration of the period of 5 years referred to in subclause
2.4 above the rate of Commission referred to in sub-clause 2.2
shall be reduced to one percent (1.0%) from the date of such
termination UNLESS prior to the date of such termination:
a. Synon Corporation has consummated a Significant
Merger (as defined in the current version of Section
2(d) of the Fourteenth Article of Synon Corporation's
Certificate of Incorporation) or sold all or
substantially all of its assets, or
b. any of Synon Corporation's Preferred Stock has been
converted to Common Stock by using a calculation, for
each respective series of Preferred Stock, other than
as
- Page 2 of 6 -
3
specified in the current version of Section 5 of the
Fourth Article of Synon Corporation's Certificate of
Incorporation or by using a Conversion Price for each
respective series of Preferred Stock other than as
set out in the current version of Section 5(d) of the
said Fourth Article for each such series of Preferred
Stock, or
c. the Company or Synon Corporation is in material
breach of this Employment Agreement;
then the said rate of Commission shall not be so reduced. The
references to "Preferred Stock", "Common Stock" and
"Conversion Price" in this clause 2.5ii shall have the
meanings given to them in the current version of Section 5 of
the Fourth Article of Synon Corporation's Certificate of
Incorporation.
2.6 All payments to be made to you hereunder shall be paid in British
pounds sterling and in respect of the Commission any fees received by
Synon Corporation or the Company and its subsidiaries and associated
companies on which the same is payable shall be converted to sterling
by reference to the spot rate on the London Foreign Exchange Market at
about 11am on the first day of the calendar mouth in which the payment
is made.
2.7 The Company shall maintain and shall procure that its subsidiary and
associated companies maintain complete and accurate records of such
information as may be reasonably necessary to accurately calculate all
payments due to you as Commission and shall on reasonable notice make
the same available to you for inspection (and if requested copying) by
you or your representative no more frequently than once in any six (6)
month period.
2.8 If any Commission payable to you hereunder is not paid by the due date
for payment then such sum shall bear interest at the rate of two per
cent (2%) above the base lending rate from time to time of Barclays
Bank plc from the date such sum falls due for payment until the date
of actual payment compound twice yearly at six (6) month intervals.
2.9 In the event of any dispute arising between us as to the amount of any
Commission payable or paid hereunder the matter shall be referred to
an independent third party at your request for it to certify the
amount properly due and payable pursuant to the terms of this
Agreement. Such independent third party shall be such person or
entity as you and the Company shall agree and failing agreement shall
be appointed by the President of the Institute of Chartered
Accountants at your request. Such independent third party shall act
as expert and not as arbitrator hereunder and his decision shall be
final and binding on the parties hereto save in the case of fraud or
manifest error. The costs of such expert shall be borne as to fifty
percent (50%) by the Company and 50% by you unless such expert shall
decide that one party has acted unreasonably in which case he shall
have discretion as to costs.
2.10 The Company will promptly refund to you all reasonable travelling,
hotel and other expenses properly incurred by you in performance of
your duties under this Agreement. When travelling by air during the
performance of your duties under this Agreement you are entitled to
purchase a business class ticket or its equivalent, and the Company
will refund to you the cost of such ticket.
2.11 You are not entitled to any pension from the Company. A contracting
out certificate under the Social Security Act 1975 is not in force in
respect of the employment to which this letter refers.
3. Salary during illness.
If you are absent through illness or accident for more than a total of
six months in any consecutive period of twelve months your basic
salary may be reduced during any period in excess of the six month
period to one half of that to which you would otherwise be entitled.
Included within such salary shall be any amount to which you are
entitled as Statutory Sick Pay. The Company will deduct from your
salary any income benefit which you are entitled to claim in
consequence of any sickness or accident under the National Insurance
scheme in force at the time
Page 3 of 6
4
including Statutory Sick Pay and social security sickness benefit.
For the purpose of calculating your entitlement to statutory Sick Pay
"qualifying days" are Monday to Friday.
4. Hours of work
4.1 You will conform to such hours of work as may from time to time be
reasonably required of you and you will not be entitled to receive any
additional remuneration for work outside your normal hours.
4.2 At the time of writing, the Company operates flexible working hours,
whereby you are required to work 37.5 hours during each working week
(less 7.5 hours for each usual public and statutory holiday) and are
required to be at work between the hours of 10.00am and 4.00pm on each
working day.
5. Holidays
5.1 You will be entitled to the usual public and statutory holidays, and
in addition to twenty-two working days holiday in each full calendar
year of employment, to be taken at times as may be approved by the
Company.
5.2 During the years in which your employment commences and terminates,
you will be entitled to holiday in direct proportion to your length of
service during that year, calculated as:
No of days service / 365 X 22, rounded to the nearest whole day
5.3 On termination of your employment with the Company for any reason your
final basic salary payment shall be increased or decreased by:
(Holiday entitlement - Holiday days taken) X Annual salary / 260
5.4 If during any calendar year you do not take all the holiday to which
you are entitled, you shall not carry forward any holiday entitlement,
and you shall not be entitled to any additional remuneration in
respect of the unused entitlement.
6. Term and termination.
6.1 Your employment with the Company commenced on 1st January 1992, and no
previous employment counts as part of your continuous period of
employment with the Company.
6.2 Unless previously terminated under other provisions of this clause
your employment with the Company will continue until terminated by
either party giving one month's written notice to the other.
6.4 In the event of your performance proving unsatisfactory, the Company
may give you written notification of this, detailing the specific
reasons. The Company may then subsequently terminate your employment
if in its opinion there has been insufficient improvement in your
performance. Notice of termination will be given to you not sooner
than one month nor later that three months after the date of the
original notification. The period for such notice shall be one month.
6.5 Your employment with the Company shall in any event (unless otherwise
agreed in writing) terminate on the date of your sixtieth birthday.
6.6 The Company may terminate your employment with the Company by notice
in writing immediately:
a. If you act so as to bring yourself or the Company into
disrepute, or if you are guilty of gross misconduct, or are
substantially in breach of this Agreement, or
Page 4 of 6 -
5
b. if you are absent and unable to fulfil your duties through
accident or illness for a total of 180 days or more in any
period of twelve months.
7. Secrecy
7.1 You shall not disclose (except in the proper course of your duties) to
any person, firm or company, or seek to exploit at any time either
during or after the termination of your employment with the Company
any trade secret or confidential information relating to the business,
plant, machinery, processes or formulae of the Company or any
subsidiary or associated company or any customer of the Company or of
any subsidiary or associated company. This restriction shall cease to
apply to information or knowledge which has come into the public
domain other than by breach of this clause, or which is trivial or
obvious.
7.2 Upon the termination of your employment with the Company you will
return to the Company all property of the Company, and all records of
any nature or description which you may have in any way relating
directly or indirectly to the business of the Company or any customer
of the Company.
8. Inventions
8.1 Any procedures, processes, designs, formulae, equipment, techniques,
specifications, methods of production or inventions, or other
industrial property ("the said procedures or inventions") which you
may evolve, discover, invent or improve at any time during the course
of or arising out of your employment with the Company, including any
of the said procedures or inventions which result from disclosures to
you by any customer of his own procedures, inventions or machinery
shall be disclosed to the Company and shall (subject to Sections 39 to
42 of the Patents Act 1977) be the exclusive property of the Company
or the customer as the case may be.
8.2 At the request of the Company, and at the expense of the Company or
the customer as the case may be, you will make or join in such
applications, execute such deeds and do all such other acts as are
necessary to secure and where appropriate to register in the name of
the Company or the customer as the case may be any letters patent,
copyrights and/or trade marks in the United Kingdom and elsewhere in
respect of the said procedures and inventions.
8.3 For the avoidance of doubt, it is specifically understood that the
provisions of this Clause apply to any invention, discovery or
improvement made by you during the course of or arising out of your
employment with the Company, whether inside or outside normal working
hours, and whether made with the use of the Company's premises,
machinery or equipment or not.
8.4 For the purposes of this Clause you irrevocably appoint the Company as
your attorney in your name to execute all documents and do all things
which are required in order to give effect to the provisions of this
Clause, and the Company is hereby empowered to appoint and remove at
pleasure any person as agent and substitute for and on behalf of the
Company in respect of all or any of the matters aforesaid.
9. Restrictions after termination
9.1 There will be a restricted period of six months after the termination
of your employment (however it may end). The restricted period will
run from the date on which you or the Company gives notice to the
other, or in the absence of notice the date of actual termination of
your employment.
9.2 During the restricted period you shall not:
a. seek or accept employment with, or perform any services not
authorised by the Company for, any customer of the Company for
whom you have rendered any services on behalf of
- Page 5 of 6 -
6
the Company during the six months immediately preceding the
beginning of the restricted period.
b. for yourself or for any other person, firm or company solicit
or entice away from the Company or any subsidiary or
associated company (or attempt to do so) any consultant or
employee or servant of the Company or any subsidiary or
associated company.
c. for yourself or for any other person, firm or company solicit
or entice away from the Company or any subsidiary or
associated company (or attempt to do so) any person, firm or
company who was at any time during the six months immediately
preceding the beginning of the restricted period a customer of
or otherwise in the habit of dealing with the Company or any
subsidiary or associated company.
d. for yourself or other any other person, firm or company carry
on or be engaged (in a similar capacity to that which you are
engaged by the Company hereunder) in any business which
competes with the Product.
10. General.
10.1 There are not in force any formal disciplinary rules applicable to
your employment but you are expected to conform to accepted standards
of behavior. If you are dissatisfied with any disciplinary decision
in respect of your employment or wish to obtain redress of any
grievance relating to your employment you should notify a director of
the Company in writing immediately.
10.2 This Agreement and all matters arising in connection with it shall be
governed by English Law and shall be subject to the jurisdiction of
the English courts.
Signed by XXXXX XXXXXXXX /s/ Xxxxx Xxxxxxxx
---------------------------------------
in the presence of:
Witness signature /s/ Xxxxxx Xxxxxx
---------------------------------------
Witness Name Xxxxxx Xxxxxx
Witness address Xxxx 0, 00 Xxxxxx Xxxx, Xxxxxx X0
Witness occupation Accountant
Signed by XXXX XXXXX /s/ Xxxx Xxxxx
---------------------------------------
for and on behalf of SYNON RESEARCH LTD
in the presence of:
Witness signature /s/ Xxxxxx Xxxxxx
---------------------------------------
Witness name Xxxxxx Xxxxxx
Witness address Xxxx 0, 00 Xxxxxx Xxxx, Xxxxxx X0
Witness occupation Accountant
Signed by XXXX XXXXX /s/ Xxxx Xxxxx
---------------------------------------
for and on behalf of SYNON CORPORATION
in the presence of:
Witness signature /s/ Xxxxxx Xxxxxx
---------------------------------------
Witness name Xxxxxx Xxxxxx
Witness address Xxxx 0, 00 Xxxxxx Xxxx, Xxxxxx X0
Witness occupation Accountant
