CIO Employment Agreement - Neville Teagarden

EXHIBIT 10.15


EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT, dated as of this 23rd day of December, 1998,, to be effective January 6, 1999, is by and between Navigant International, Inc., a Delaware corporation (the "Company"), and Neville Teagarden ("Employee").


RECITALS


The Company desires to employ Employee and to have the benefit of his skills and services, and Employee desires to obtain employment with the Company, on the terms and conditions set forth herein.


NOW, THEREFORE, in consideration of the mutual promises, terms, covenants and conditions set forth herein, and the performance of each, the parties hereto, intending legally to be bound, hereby agree as follows:


AGREEMENTS


1. Employment; Term. The Company hereby employs Employee to perform the duties described herein, and Employee hereby accepts employment with the Company, for a term beginning on the effective date hereof and continuing for a period of two (2) years (the "Initial Term"). The term of this Agreement may be extended beyond the Initial Term for one additional successive one-year term at the option of the Company. If the Company intends to extend the term for an additional one-year period, it shall notify Employee no less than 60 days prior to the end of the Initial Term. The Initial Term, together with any renewal periods shall be referred to in this Agreement as the "Term." In addition to termination in the event of a decision of nonrenewal by the Company, this Agreement may be terminated prior to the end of the Term in the manner provided for in Section 6 below.


2. Position and Duties. The Company hereby employs Employee as Vice President of Information Systems. As such, Employee shall have responsibilities, duties and authority reasonably accorded to and expected of an officer of the Company or as additionally specified by the Chief Executive Officer (the "CEO") of the Company. Employee will report directly to the CEO of the Company, or as otherwise directed by the CEO. Employee hereby accepts this employment upon the terms and conditions herein contained and agrees to devote all of his professional time, attention, and efforts to promote and further the business of the Company. Employee shall faithfully adhere to, execute, and fulfill all lawful policies established by the Company.


3. Compensation. For all services rendered by Employee, the Company shall compensate Employee as follows:


(a) Base Salary. Effective on the date hereof, the base salary payable to Employee shall be $150,000.00 per year, payable on a regular basis in accordance with the Company's standard payroll procedures, but not less than monthly. On at least an annual basis, the Board will review Employee's performance and may make increases to such base salary if, in its sole discretion, any such increase is warranted. The Company will also review the Employee's base salary upon the promotion of the Employee to Chief Information Officer, as described in paragraph 3(d) below.


(b) Perquisites, Benefits, and Other Compensation. During the Term, Employee shall be entitled to receive all perquisites and benefits as are customarily provided by the Company to its officers, subject to such changes, additions or deletions as the Company may make generally from time to time, as well as such other perquisites or benefits as may be specified from time to time by the Board. Without limiting the foregoing, the Employee shall be allowed to take up to twenty (20) paid vacation days per year and five (5) paid sick days per year. In addition, the Employee will be eligible for an award of 25,000 options to purchase the Company's common stock under the Company's 1998 Stock Incentive Plan.


(c) Bonuses. The Employee shall be paid a $20,000.00 signing bonus upon his first day of work. Upon the first anniversary of the his employment, the Employee shall be eligible for a guaranteed minimum merit-based bonus of fifteen percent (15%) of his base salary, and an additional discretionary, merit-based bonus of thirty-five percent (35%) of his base salary. For the balance of the Initial Term, and any renewal terms, the employee shall be eligible for performance or other bonuses generally offered to officers of the Company.


(d) Promotion to Chief Information Officer. The Company will promote the Employee to Chief Information Officer upon the Employee's successful completion of all the following:


1) Development of an IT business plan for the company, including an
analysis of the Company's and its subsidiaries' (the "Combined
Companies") current status (including a report on the strengths
and weaknesses in the Combined Companies' IT infrastructure and
systems), an examination and discussion of relevant industry
trends, and formulation of an information technology plan for the
Combined Companies. The IT business plan will be complete no later
than 120 days after the Employee begins employment.


2) Substantial completion of the integration/consolidation of the
accounting and reporting functions of the Combined Companies by
12/31/99.


3) Substantial completion of the deployment of a secure data
communications network for the Combined Companies by 12/31/99.


The determination whether each of the foregoing has been successfully completed shall be made by the Company's Chief Financial Officer and its Executive Vice President of Marketing and


Technology. Upon the successful completion of the IT business plan described in paragraph 3(d)(1), the Employee will eligible for an additional bonus of $10,000.00.


4. Expense Reimbursement. The Company shall reimburse Employee for (or, at the Company's option, pay) all business travel and other out-of-pocket expenses reasonably incurred by an officer of the Company in the performance of his services hereunder during the Term. All reimbursable expenses shall be appropriately documented in reasonable detail by Employee upon submission of any request for reimbursement, and in a format and manner consistent with the Company's expense reporting policy, as well as applicable federal and state tax record keeping requirements.


5. Place of Performance. Employee understands that he may be requested by the Company to relocate from his present residence to another geographic location in order to more efficiently carry out his duties and responsibilities under this Agreement or as part of a promotion or a change in duties and responsibilities. In such event, if Employee agrees to relocate, the Company will provide Employee with a relocation allowance, in an amount determined by the Company, to assist Employee in covering the costs of moving himself, his immediate family, and their personal property and effects. The total amount and types of costs to be covered shall be determined by the Company, in light of prevailing Company policy for officers of the Company at the time.


6. Termination: Rights on Termination. Employee's employment may be terminated in any one of the following ways, prior to the expiration of the Term:


(a) Death. The death of Employee shall immediately terminate the Term, and no severance compensation shall be owed to Employee's estate.


(b) Disability. If, as a result of incapacity due to physical or mental illness or injury, Employee shall have been unable to perform the material duties of his position on a full-time basis for a period of four (4) consecutive months, or for a total of four (4) months in any six (6) month period, then thirty (30) days after written notice to the Employee (which notice may be given before or after the end of the aforementioned periods, but which shall not be effective earlier than the last day of the applicable period), the Company may terminate Employee's employment hereunder if Employee is unable to resume his full-time duties at the conclusion of such notice period. Subject to Section 6(f) below, if Employee's employment is terminated as a result of Employee's disability, the Company shall continue to pay Employee his base salary at the then-current rate for the lesser of (i) three (3) months from the effective date of termination, or (ii) whatever time period is remaining under the then-current period of the Term (without regard ot renewals thereof). Such payments shall be made in accordance with the Company's regular payroll cycle.


(c) Termination by the Company "For Cause." The Company may terminate the Term promptly after written notice to Employee "for cause," which shall be: (i) Employee's material breach of this Agreement, which breach is not cured within fifteen (15) days of receipt by Employee of written notice from the Company specifying the breach; (ii) Employee's gross negligence in the


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performance of his duties hereunder, intentional nonperformance or misperformance of such duties, or refusal to abide by or comply with the directives of the Board, his superior officers, or the Company's policies and procedures, which actions continue for a period of at least ten (10) days after receipt by Employee of written notice of the need to cure or cease; (iii) Employee's willful dishonesty, fraud, or misconduct with respect to the business or affairs of the Company, and that in the judgment of the Company materially and adversely affects the operations or reputation of the Company; (iv) Employee's conviction of a felony or other crime involving moral turpitude; or (v) Employee's abuse of alcohol or drugs (legal or illegal) that, in the Company's judgment, materially impairs Employee's ability to perform his duties hereunder. In the event of termination "for cause," as enumerated above, Employee shall have no right to any severance compensation.


(d) Without Cause. At any time after the commencement of employment, the Company may, without cause, terminate the Term and Employee's employment, ...