EXHIBIT 10.18
August 6, 1996
Xxxxxxx Xxxxx
Re: Employment Agreement
Dear Xxxx:
Pursuant to our telephone conversation yesterday, this offer letter supersedes
the earlier offer letter dated July 31, 1996.
We are pleased to offer you the position of Senior Vice President, General
Counsel and Corporate Secretary of Consilium, Inc. (the "Company"). This
position reports directly to the President and CEO, Xxxxx Xxxxxxxx, effective on
a mutually agreed upon date (hereinafter known as the "Effective Date"),
contingent upon our standard background investigation. This letter sets forth
the terms of your employment with the Company as well as our understanding with
respect to any termination of that employment relationship. You agree to accept
employment with the Company on the terms and conditions set forth in this
Agreement, and you agree to devote your full business time, energy and skills to
your duties at the Company with two exceptions. One, your participation on the
Board of the RAFT,and two, your business activities with FPN/BSR and
Intermation provided that the foregoing activities shall not materially
interfere with the performance of your duties with the Company. You also agree
that you shall not take on any additional outside business activities without
the written permission of the Company's CEO.
The compensation and benefits you will receive upon your employment include the
following:
1. $12,916.67 per month base salary ($155,000 on an annualized basis) paid
semi-monthly in accordance with the Company's payroll procedures, less
applicable withholdings.
2. A hire-on bonus paid at the monthly rate of $1,666.67 less applicable
withholdings beginning the first payroll after the Effective Date continuing for
the lesser of 12 months or as long as you are an employee of the Company.
3. $7,500 guaranteed bonus will be paid to you at the close of the Company's
fourth quarter, October 31, 1996.
4. Eligible for on-target annual Executive bonus of $50,000 under the FY97
Executive bonus plan starting November 1, 1996. It will be a combination of 50%
MBO and 50% Corporate Revenue bonus if the company meets certain financial goals
similar to the plan for all Executive management. Of the $50,000 bonus plan,
$22,500 will be guaranteed. $7,500 guaranteed bonus will be paid at the end of
each quarter through July 31, 1997.
5. Stock Options Upon approval by the Compensation Committee of the Board of
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Directors (the "Committee") as soon as practicable after the Effective Date, you
will be granted a stock option pursuant to the Company's 1983 Stock Option Plan
(the "Option Plan") to purchase 50,000 shares of the Company's Common Stock
("Stock") at an exercise price per share equal to its fair market value on the
date of grant, which will be the same as the Effective Date, in accordance with
the Option Plan or modified Option Plan
as agreed upon by you and the Company. Subject to your continued employment with
the Company, your Option will vest in 48 approximately equal monthly
installments commencing as of the Effective Date. Your option will be subject to
and governed by the terms of the Company's standard form of stock option
agreement or modified agreement which you will be required to sign as a
condition of the option grant.
6. In the event that the Company terminates your employment for reasons other
than cause or transfer of control (as defined below), neither you nor the
Company shall have any further obligation under this agreement nor shall you be
entitled to any further compensation, except as follows: a) You shall receive a
severance package consisting of six months base salary continuation at your then
current salary paid in accordance with the Company's payroll procedures, less
applicable withholding. b) Upon your election of COBRA, the Company will pay
for your then current health benefits of medical, dental, and vision health
coverage for that same six month period.
If your employment is terminated by the Company for cause defined below, you
shall be entitled to no compensation or benefits from the Company other than
those earned hereunder through the date of your termination. For purposes of
this Agreement, a termination for "cause" occurs if you are terminated for any
of the following reasons:
a) theft, dishonesty, or falsification of any employment or Company records;
b) improper disclosure of the Company's confidential or proprietary
information; or
c) any intentional act by you which has a material detrimental effect on the
Company's reputation or business;
d) conviction of any criminal act.
For purpose of this Agreement, a "transfer of control" shall mean:
a) a merger in which the Company is not the surviving corporation;
b) the sale or exchange by the stockholders of Consilium of more than fifty
percent (50%) of the voting stock of the Company where the stockholders of the
Company before such sale or exchange do not retain, directly or indirectly at
least a majority of the beneficial interest in the voting stock of Consilium; or
c) the sale of all or substantially all of Consilium's assets (other than a
sale or transfer to a subsidiary of Consilium as defined in section 424(f) of
the Code).
7. A "transfer of control" program will be presented at the Company's next
Board Meeting, and you will be entitled to participate in that program if it is
approved, at a level to be established by the Company.
8. Upon your execution of the Company's standard Indemnity Agreement, you shall
be entitled to standard coverage under the Company's Directors and Officers
insurance program.
9. Medical, dental, vision, life and disability insurance as described in the
enclosed Benefits Summary once you meet the requirements for qualification under
the applicable programs.
10. Participation in Consilium's Employee Stock Purchase Plan (ESPP) in
accordance with the terms of the ESPP.
11. Participation in Consilium's 401(k) plan in accordance with the terms of
the Plan.
Your employment with Consilium is voluntarily entered into and is for no
specified period of time. As a result, you are free to resign at any time, for
any reason or for no reason. Similarly, Consilium is free to terminate our at-
will employment relationship with you at any time, with or without cause.
Thirty days notice of termination shall be provided by you or the Company in the
event that either elects to terminate the employment relationship for any reason
other than cause or transfer of control. During such thirty day period you
shall continue to provide full and proper service to the Company in your then
current employment capacity unless the Company waives such notice period.
In the event of any dispute or claim relating to or arising out of our
employment relationship, this agreement or the termination of our employment
relationship, including but not limited to any claims of wrongful
termination or age or other discrimination, you and Consilium agree that all
such disputes shall be fully and finally resolved by binding arbitration
conducted by an employment lawyer selected by the American Arbitration
Association in San Jose, California and we waive our rights to have such
disputes or claims tried by a court or jury. However, we agree that this
mediation provision shall not apply to any dispute or claims relating to or
arising out of the misuse or misappropriation of Consilium's trade secrets or
proprietary or confidential information.
This letter agreement, the Company's standard employment proprietary rights
agreement, and other agreements referred to above, all of which you agree to
sign as a condition of your employment, define the terms of your employment and
supersede all prior agreements, both written and verbal. This letter can not be
modified or amended except in a writing that is signed by an authorized
Consilium representative and you.
We are very happy to confirm your employment offer with this letter, and we look
forward to you joining Consilium. Please indicate your acceptance of this offer
by signing one copy of this letter and returning it me.
Sincerely,
/s/ Xxxxx Xxxx Ujihara
Xxxxx Xxxx Ujihara
Director of Human Resources
cc: X. Xxxxxxxx
I agree to and accept employment with Consilium on the terms set out above, and
I certify that I have responded fully and accurately to all inquiries made of me
by Consilium during the pre-employment process.
/s/ Xxxxxxx X. Field August 7, 1996
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Signature & Date
