EXHIBIT 10.04 AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN THE REYNOLDS AND REYNOLDS COMPANY ("COMPANY") AND FINBARR J. O'NEILL ("EXECUTIVE")
EXHIBIT 10.04
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
BETWEEN THE XXXXXXXX AND XXXXXXXX COMPANY ("COMPANY")
AND XXXXXXX X. X'XXXXX ("EXECUTIVE")
MATERIAL TERMS
I. POSITION - Chief Executive Officer and President ("Executive")
II. START DATE/TERM - August 7, 2006 - January 31, 2008, with automatic one-year
extensions commencing at expiration of original term unless notice is
given by either party 180 days prior to termination of the current term
III. BASE SALARY - $750,000 (pro rated for partial years)
IV. ANNUAL BONUS - Target annual bonus of 85% of base salary with a maximum
bonus of 140% of base salary
V. ADDITIONAL MATTERS - A. Participation in Company benefit plans and programs
B. $14,000/year car allowance
C. $1,500/year reimbursement for medical exams
D. $6,000/year for estate/tax planning
E. $1,500/year for health club fees
F. Participation in all qualified and nonqualified retirement
plans which are available to senior officers
G. Supplemental executive retirement plan to provide
additional benefits upon retirement of 4% of average
annual compensation multiplied by Executive's years of
service
VI. SEVERANCE BENEFITS PRIOR - A. TERMINATION FOR GOOD REASON/WITHOUT CAUSE
TO A CHANGE IN CONTROL
If Executive terminates employment
for good reason or the Company
terminates Executive's employment
without cause, Executive will be
entitled to receive:
1) pro-rata target bonus for the year in which
termination occurs
2) 2x annual salary
3) 2x higher of target bonus or three-year average
annual bonus
4) 2 years medical benefits
5) 2 additional years of deemed service for supplemental
retirement plan
6) full vesting of stock options
or time-based restricted stock
awards and determination of
vesting under any
performance-based restricted
stock awards pursuant to the
provisions of applicable plans
(in the case of good reason
termination only)
B. TERMINATION FOR CAUSE
If the Company terminates
Executive's employment for cause,
Executive will be entitled to
receive:
1) Accrued obligations and any benefits under the pension
plan and supplemental pension plan
C. DISABILITY
If Executive's employment is
terminated due to disability,
Executive will be entitled to
receive:
1) pro-rata target bonus for the year in which termination
occurs
2) annual disability benefit equal to 90% of base salary
3) 2 additional years of deemed service for supplemental
retirement plan
4) full vesting of stock options
or time-based restricted stock
awards and determination of
vesting under any
performance-based restricted
stock awards pursuant to the
provisions of applicable plans
VII. CHANGE IN CONTROL
SEVERANCE BENEFITS - If Executive terminates employment for good reason or
executive's employment is terminated by the Company (other
than for disability or cause) during the two-year period
following (or prior to and in connection with) a change in
control of the Company:
A. Executive will be entitled to receive:
1) pro-rata target bonus for the year in which termination
occurs
2) 2.99x annual salary (at higher of level upon
termination event or immediately prior to change in
control)
3) 2.99x higher of target bonus or three-year average
annual bonus
4) 3 years medical benefits
5) 3 additional years of service for supplemental
retirement plan
6) outplacement services (up to $20,000)
B. Any applicable performance-based
vesting goals with respect to
stock-based awards granted to
Executive will be deemed 100% met
and all stock-based awards will
vest in full, in each case
immediately prior to the
occurrence of the change in
control.
C. Executive will not be subject to any non-compete.
D. Executive will be entitled to a
gross-up for excise tax on excess
parachute payments, subject to a
10% "cut-back" (i.e., change in
control payments will be reduced
below the 280G safe harbor if the
total parachute value of CIC
payments are less than 10% in
excess of the 280G safe harbor).
E. Executive will have no duty to
seek or gain new employment after
termination, and no mitigation
(other than for health and welfare
benefits from new employer) will
apply.
F. Company will be obligated to
reimburse Executive for any legal
fees incurred in connection with
contesting Executive's rights
under the agreement, subject to
reimbursement in the case of a bad
faith claim.
G. Rights under the Company's relocation policy will become
irrevocable.
H. The Company and Universal Computer System Holding, Inc.
("UCS") have acknowledged in writing that the completion
of the proposed merger between the Company and UCS will
constitute good reason under Executive's amended and
restated employment agreement.
