EXHIBIT 10.6
MEMORANDUM OF UNDERSTANDING
Employment of Xxxxx X. Xxxxxxx
----------------
Title: Vice President Operations and Chief Information Officer
-------------------------------------------------------
1. INTENT & PURPOSE
-------------------
Software AG Americas, Inc. ("SAGA") desires to continue your employment in an
Executive Manager capacity. XXXX employs you as Vice President Operations and
Chief Information Officer to perform and discharge such services and duties
reasonably commensurate with such position and as shall be assigned to you from
time to time by the President of SAGA.
This Memorandum is intended to outline the rights and responsibilities of SAGA
and you in the event of termination caused by either party. It is NOT intended
as, nor should it be considered, an employment contract.
2. EMPLOYMENT AT WILL
---------------------
SAGA is an at will employer. Either you or SAGA may terminate the employment
-------
relationship at any time.
3. DESIRE OF NOTICE
-------------------
Though the employment relationship is at will, each party is encouraged to give
the other thirty (30) days' written notice of intent to terminate the employment
relationship, including a termination due to retirement.
4. DEFINITION OF CAUSE
----------------------
For purposes of this Memorandum, "cause" means felonious illegal acts as
determined by a competent court of law within the United States, as well as the
breach or violation of any other signed agreements, i.e. Confidentiality
Agreements, etc., and the destruction of Company property.
5. TERMINATION
--------------
In the event SAGA shall terminate your employment, other than for cause, it will
pay severance benefits (lump sum within thirty (30) days of termination) equal
to twelve (12) months (inclusive of notice period) of your then-current salary.
Additionally, for the period of time to which the severance payments relate or
until you find alternative employment if earlier, SAGA will continue your health
and other fringe benefits as provided under the SAGA plan(s) made generally
available to all employees, and pay you on a monthly basis, an amount equal to
your car allowance.
Page 2
Voluntary resignation will be considered "termination other than for cause" by
SAGA if the resignation is not in anticipation of a discharge for "cause" and
occurs within ninety (90) days of a substantial change in title or substantial
reduction in your compensation and benefits (other than in association with a
company-wide reduction) or a substantial reduction in your job responsibilities
(other than a reduction in responsibility deemed by the President to be in the
best business interests of SAGA).
Voluntary resignation in any other circumstance will not be considered
"termination other than for cause" by SAGA, and no severance or other benefits
will be due under this Section 5 in connection with such a resignation.
6. INCENTIVE BONUS
------------------
Bonus payment will be paid at time of termination. Payment will be pro rata
based on calendar year and assumes 100% corporate achievement. For illustration
purposes, if an executive earns $100,000 per year with a 50% bonus opportunity
and termination occurs on July 31, the bonus paid will be 100K x .50 x 100
(corporate achievement) x 7/12 (pro rata).
7. SUCCESSORS BOUND
-------------------
SAGA's rights and obligations under this Memorandum shall be binding upon its
successors and assigns.
8. OTHER AGREEMENTS
-------------------
Upon execution, this Memorandum of Understanding will replace and supersede any
prior existing agreements between SAGA and you relating to severance.
---------
/s/ Xxx Xxxxxx 12/13/96
----------------------------------- --------
Xxx Xxxxxx, President and CEO Date
/s/ Xxxxx X. Xxxxxxx 12/13/96
---------------------------------- --------
Xxxxx X. Xxxxxxx, VP Operations & CIO Date
