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Exhibit 10.8
[Inprise Letterhead]
000 Xxxxxxxxxx Xxx
Xxxxxx Xxxxxx, XX00000
July 14, 2000
Xxxxx Xxxxxxxx
[ADDRESS INTENTIONALLY OMITTED]
RE: Employment Agreement
Dear Xxxxx:
On behalf of INPRISE Corporation ("INPRISE"), I am pleased to confirm our
verbal offer of employment to you for the position of Vice President and
General Manager of Software Products, reporting to Xxxx Xxxxx. This letter sets
out the terms of your employment with INPRISE, which will start July 17, 2000.
You will be paid a base salary of $10,576.92 every two weeks (which equals
$275,000.00 per year), less applicable tax and other withholdings. You are
eligible for an annual bonus opportunity in the amount of $110,000.00 (40% of
base). You will also be eligible to participate in various INPRISE fringe
benefit plans, including: Group Health Insurance, Flexible Spending Accounts,
401(k), Employee Stock Purchase Plan, Tuition Reimbursement and the vacation
program. These benefits will be explained to you during your Employee
Orientation. Please refer to the attached document, which explains the new
employee orientation process.
Subject to the approval of INPRISE's Board of Directors, you will be
granted an option to purchase 150,000 shares of INPRISE common stock under
INPRISE's stock option plans at an exercise price equal to the fair market
value of that stock on your option grant date. Your option is subject to the
terms and conditions of INPRISE's stock option plans and standard form of stock
option agreement and shall vest over a four year period, with twenty five
percent (25%) vesting on the first anniversary of the option grant date and the
remaining seventy five percent (75%) vesting over the remaining three years on
a monthly basis.
Your employment with INPRISE is "at will"; it is for no specified term,
and may be terminated by you or INPRISE at any time, with or without cause or
advance notice. In acceptance of your employment with INPRISE, you represent
that you will not be acting in breach of any agreement with any of your
previous employers. Notwithstanding the foregoing, if INPRISE terminates your
employment without cause, and contingent upon the signing of a general release
by you, of known and unknown claims, in a form satisfactory to INPRISE; INPRISE
will provide you with a lump sum severance payment equal to your then current
base salary for four (4) months, less applicable taxes and other withholdings.
INPRISE is very impressed with the skills and experience that you will
bring to us and we hope that you will consider this offer carefully. Should you
accept this offer, I would like to remind you that it is INPRISE's policy to
avoid situations where information or materials might come into our hands that
are considered proprietary by individuals or companies other than INPRISE.
Indeed, as a condition of employment, you will be required to sign an agreement
not to
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expose either or us to legal liability by divulging trade secrets or
confidential information of any employer. We are interested in employing you
because of your skills and abilities, not because of any trade secrets you have
learned elsewhere. It is important that you take care not to bring, even
inadvertently, any books, drawings, notes, materials, etc., except your
personal effects as you leave your current employer. Thus, you represent and
warrant that you are not acting in breach of any non-competition, employment or
other agreements with your current employer or any of your previous employers.
As a condition of your employment, you will be required to provide
INPRISE with documents establishing your identity and right to work in the
United States. Those documents must be provided to INPRISE within three days
after your employment start date.
In the event of any dispute or claim relating to or arising out of your
employment relationship with INPRISE, this agreement, or the termination of
your employment relationship with INPRISE for any reason (including, but not
limited to, any claims for compensation, benefits, stock or stock options,
wrongful termination, breach or contract, fraud or age, sex, race, disability
or other discrimination or harassment), you and INPRISE agree that all such
disputes will be fully, finally and exclusively resolved by binding arbitration
conducted by the American Arbitration Association in Santa Xxxxx County,
California under its then-applicable employment dispute resolution rules. You
and INPRISE hereby knowingly and willingly waive your respective rights to have
such disputes or claims tried by a judge or jury. Provided, however, that this
arbitration provision will not apply to any claims for injunctive relief by you
or INPRISE.
This agreement and the employee confidentiality and if applicable stock
option agreement referred to above constitute the entire agreement between you
and INPRISE regarding the terms and conditions of your employment, and they
supersede all prior negotiations, representations or agreements between you and
INPRISE. This agreement may only be modified by a document signed by you and
the Chief Executive Officer of INPRISE.
We look forward to working with you at INPRISE. Please sign and date this
letter on the spaces provided below to acknowledge your acceptance of the terms
of this agreement. This offer is valid until 12:00 PM on July 12, 2000.
Sincerely,
INPRISE Corporation
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Interim President and
Chief Executive Officer
I agree to and accept employment with INPRISE Corporation on the terms and
conditions set forth in this agreement.
Date: July 14, 2000 /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
