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EXHIBIT 10.14
Agreement of Employment Terms
This Agreement of Employment Terms ("Agreement") is made between Xxxx Xxxxxx
("Employee") and Sybase, Inc., effective as of August 1, 1996.
WHEREAS, Sybase wishes to retain Employee in its employ as Chief Financial
Officer;
WHEREAS, Employee has a competing offer of employment to serve as Chief
Financial Officer of another publicly held software concern, which offer
includes terms substantially similar to those included in this Agreement;
WHEREAS, Employee is willing to remain with Sybase, in the role of Chief
Financial Officer, on the terms provided herein;
NOW, THEREFORE, the parties agree as follows:
1. Definitions. As used in this Agreement, the following terms shall have the
respective meanings indicated.
a. "Cause" shall mean:
(i) Employee personally engaging in conduct that he reasonably should
know or that he intends to be seriously injurious to Sybase or its affiliates or
employees;
(ii) Employee being convicted of a felony under the laws of the
United States or any State, or committing an act of dishonesty or fraud against,
or the misappropriation of property belonging to, Sybase or its affiliates;
(iii) Employee knowingly and intentionally breaching in any material
respect the terms of the Nondisclosure Agreement between Employee and Sybase;
(iv) Employee's commencement of employment with another employer
while he is an employee of Sybase; or
(v) continued violations by Employee of his duties as an employee of
Sybase which are demonstrably willful and deliberate on Employee's part after
there has been delivered to Employee a written demand for performance from
Sybase which describes the basis for Sybase's belief that Employee has not
substantially performed his duties.
b. "Disability" shall mean that Employee has been unable to perform his
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duties as an employee of Sybase as the result of incapacity due to physical or
mental illness, and such inability, at least 26 weeks after its commencement, is
determined to be total and permanent by a physician selected by the Company or
its insurers and reasonably acceptable to Employee or his legal representative.
2. If at any time prior to August 1, 1998, Employee's employment with Sybase is
terminated as a result of an involuntary termination other than for Cause or
Disability, then Employee shall be entitled to receive severance pay in an
amount equal to Employee's annual base salary at the time of such termination.
Such amount shall be paid semi-monthly, subject to all necessary withholding. In
addition, during the one-year period following such termination, Sybase shall
continue to make available to Employee on the same terms offered to all other
regular, similarly situated employees health, dental, vision, life, dependent
life, long-term disability, accidental death and dismemberment and other similar
insurance coverages existing on the date of Employee's termination, and
throughout such period Employee shall be entitled to participate in the Sybase,
Inc. Employee Stock Purchase Plan and Executive Deferred Compensation Plan and
Employee's stock options shall continue vesting in accordance with the terms of
their respective written option agreements.
Notwithstanding any provision of this Agreement, in the event the termination of
Employee's employment with Sybase occurs within 18 months after a Change of
Control, as such term is defined in the Statement of Employment Terms effective
as of July 29, 1996 between Employee and Sybase (the "Statement of Employment
Terms"), then Employee's rights to severance benefits shall be governed by the
terms of said Statement of Employment Terms, and no amounts shall be paid and no
benefits shall be granted to Employee under this Agreement in that event.
Section 2(b) of the Statement of Employment Terms is hereby amended so as to add
to the end of the last sentence thereof the following words: ", or as may be
provided under the Agreement of Employment Terms between the Employee and the
Company effective as of August 1, 1996."
3. If Employee's employment terminates by reason of his voluntary resignation,
then Employee shall not be entitled to any severance or other benefits except
for such benefits (if any) as may then be established under Sybase's then
existing written severance and benefits plans and written policies at the time
of such resignation.
4. Termination of Employee's employment as a result of Disability may only be
effected after 30 days' written notice by Sybase of its intention to terminate
Employee's employment. In the event that Employee resumes the performance
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of substantially all of his duties before the proposed termination becomes
effective, the notice of intent to terminate shall automatically be deemed to
have been revoked. If Sybase terminates Employee's employment as a result of his
Disability or death, then Employee shall not be entitled to receive severance or
other benefits except for those (if any) as may then be established under
Sybase's then existing written severance and benefits plans and written policies
at the time of such termination.
5. If Employee's employment is terminated involuntarily for Cause, then Employee
shall not be entitled to receive any severance or other benefits following the
date of such termination, and Sybase shall have no obligation to provide for the
continuation of any benefits or insurance plans existing on the date of such
termination, other than as required by law.
6. Any successor of Sybase (whether direct or indirect and whether by purchase,
lease, merger, consolidation liquidation or otherwise) or to all or
substantially all of Sybase's business and/or assets shall be bound by the
obligations under this Agreement. All rights of Employee under this Agreement
shall inure to the benefit of, and be enforceable by, Employee's personal or
legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees.
7. This Agreement and the Statement of Employment Terms constitute the entire
agreement of the parties with respect to the subject hereof.
IN WITNESS WHEREOF, each of the parties has signed this Agreement as of the date
first written above.
SYBASE, INC.
By /s/ XXXXXX X. XXXXXXX /s/ XXXX XXXXXX
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Xxxxxx X. Xxxxxxx Xxxx Xxxxxx
Senior Vice President
