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Captiva Software - Chief Marketing Officer Employment Agreement - Jim Vickers
Exhibit 10.22
EXECUTIVE EMPLOYMENT AGREEMENT
This Agreement is dated as of August 1, 2003 between Captiva Software Corporation (the "Company") and Jim Vickers ("You"). The Parties agree as follows:
1. Title ? Supervisor ? Duties. Your title is currently Chief Marketing Officer and General Manager of Pixel Translations, reporting directly to the Chief Executive ("CEO") of the Company. You are expected to do and perform all services, acts and duties normally associated with such position. You will work at the Company's facility located in San Diego, California. By signing this Agreement, you confirm with the Company that you are under no contractual or other legal obligation that would prohibit you from performing your duties with the Company.
2. Loyal and Conscientious Performance. During your employment with the Company, you shall devote your full business energies, interests, abilities and productive time to the proper and efficient performance of your duties to the Company; provided that, you shall not be precluded from engaging in civic, charitable or religious activities or from serving on a maximum of one outside board of directors and a reasonable number of industry related boards of directors for business purposes, so long as such participation does not present any conflict of interest with the Company or adversely and materially affect your performance of duties for the Company.
3. Base Salary. Your base salary is $200,000 per year, less standard payroll deductions and all required withholdings, payable in regular periodic payments in accordance with Company policy. Your salary will be reviewed by the Compensation Committee of the Board of Directors of the Company (or the full Board, if there is no such committee) (the "Board") in its discretion and in accordance with Company policy for executives.
4. Benefits. In accordance with Company policy and the terms of the applicable plan documents, you shall be eligible to participate in benefits under any executive benefit plan or arrangement which may be in effect from time to time and made available to the Company's executive or key management employees, which shall be at least as favorable as the benefits made available to regular, full-time, salaried employees of the Company.
5. Target Override and Bonus. In addition to your base salary, you will be eligible to receive a potential target override and bonus in accordance with the terms of the Company's then current executive compensation or bonus plan, if any, as approved by the Board.
6. Stock Options. You have been granted options to purchase shares of common stock of the Company and are eligible to receive additional grants from time to time at the discretion of the Board (the "Stock Options"). Such Stock Options are subject to the terms and conditions of the particular plan under which the Stock Options were granted, and any additional terms set forth in the Notice of Grant or the Stock Option Agreement(s) delivered to you by the Company following each such grant. Your Stock Options are not affected by this Agreement, except as described specifically in Section 12 below.
7. At Will Employment. Employment with the Company is for no specified period of time. Your employment with the Company will be "at-will," meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations which may have been made to you are superseded by this Agreement. This is the full and complete agreement between you and the Company regarding the nature of your employment. Although your job duties, title, compensation and benefits, as well as the Company's personnel policies and procedures, may change from time to time, the "at-will" nature of your employment may only be changed in an express written agreement signed by you and the Company's CEO.
8. Termination Without Cause. Notwithstanding the at-will nature of your employment relationship, if the Company terminates your employment without Cause (as defined herein) and provided
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you sign (and do not revoke) a general release of all claims in a form prescribed by the Company (the "Release") and you return to the Company any and all Company property in your custody or under your control, in addition to payment of any accrued but unpaid base salary, any earned and Board approved bonus payments and any accrued but unused paid time off as of the date of the termination of your employment, the Company will pay you severance benefits as follows: (a) severance payments in the form of continuation of your base salary in effect at the time of your termination, subject to standard payroll deductions and withholdings, for a period of six (6) months following the effective date of the Release; and (b) reimbursement for your monthly premium under COBRA until the earliest of (i) six (6) months following your termination date, or (ii) the date that you begin to receive substantially equivalent health insurance coverage in connection with new employment or self employment; provided that, you are eligible and timely elect continued coverage under COBRA following your termination.
9. Termination and Resignation. If: (a) you resign; (b) your employment is terminated for Cause (as defined herein); (c) your employment hereunder terminates by your death or permanent disability (as defined herein); or (d) the Company terminates your employment without Cause, but you do not sign (or you revoke) the Release, you will receive no additional payments or benefits from the Company other than your accrued but unpaid base salary, earned and Board approved bonus payments and accrued but unused paid time off as of the date of the termination of your employment with the Company.
10. Cause. For purposes of this Agreement, termination for "Cause" shall be limited to the following as determined by the Board in good faith: (a) your willful breach of any material provision of this Agreement or any other material agreement between you and the Company, provided you have been given written notice of the breach by the Board and you have had a reasonable opportunity to cure such breach (if such breach is curable); (b) your dishonesty, willful misconduct, or breach of fiduciary duty involving personal profit or acts adverse to the best interests of the Company and its shareholders; (c) your commission, conviction of, or a plea of "guilty" or "no contest" to, a felony under the laws of the United States or any state thereof; (d) your failure to comply with any commercially reasonable policies or directives adopted by the Board in good faith; or (e) your willful misconduct in the performance of your duties that is determined by the Board to be materially detrimental to the business of the Company.
11. Permanent Disability. For purposes of this Agreement, "Permanent Disability" shall mean your inability to perform the essential functions of your position, with or without reasonable accommodation, for any 60 business days within any continuous period of 100 days by reason of physical or mental illness or incapacity.
12. Change of Control. In the event that your employment with the Company is terminated without Cause within 12 months following a Change of Control of the Company (as defined below), and provided you sign (and do not revoke) the Release and you return to the Company any and all Company property in your custody or under your control), you shall be entitled to the payments and benefits described in Section 8 above, as well as full acceleration of all Stock Options held by you such that they will be fully vested on the date of termination. For the purposes of this agreement:
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