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Exhibit 10.7
[Inprise Letterhead]
000 Xxxxxxxxxx Xxx
Xxxxxx Xxxxxx, XX 00000
June 5, 2000
Xxxxx X. Xxxxxx
[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 Senior Vice President
of Corporate Services, reporting to Xxxx Xxxxxx. This letter sets out the terms
of your employment with INPRISE, which will start on a date mutually agreed
upon.
You will be paid a base salary of $8,653.85 every two weeks (which
equals $225,000.00 per year), less applicable tax and other withholdings. You
will be eligible to participate in the 2000 Executive Incentive Program with an
annual target of $90,000.00 (40% of base salary). This bonus is paid quarterly
and is conditional upon the company achieving certain targets. 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. The options are subject to the standard
terms and conditions of INPRISE's stock option plans including four year
vesting, with twenty five percent (25%) vesting after one (1) year and the
remaining seventy five percent (75%) vesting monthly over the following three
(3) years.
As a condition of your employment, you will be required to sign
INPRISE's standard form of employee confidentiality and assignment of inventions
agreement, and 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.
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. Notwithstanding the foregoing, in the event the company is
acquired or is subject to a change of control, if the company terminates your
employment and contingent upon your signing of a general release, INPRISE agrees
that you will be entitled to a severance payment equal to six (6) months of base
salary.
For these purposes, an "acquisition of the company" shall mean a merger
or other transaction in which the company or substantially all of its assets is
sold or merged and as a result of such transaction, the holders of the Company's
common stock prior to such transaction do not
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own or control a majority of the outstanding shares of the successor corporation
and a "change of control" shall mean the election of nominees constituting a
majority of the Company's Board of Directors which nominees were not approved by
a majority of the Company's Board of Directors prior to such election or the
acquisition by a third party of twenty percent (20%) or more of the Company's
outstanding shares which acquisition was without the approval of a majority of
the Board of Directors of the Company in office prior to such acquisition.
In the event of any dispute or claim relating to or arising out of your
employment relationship with the Company, this agreement, or the termination of
your employment relationship with the Company for any reason (including, but not
limited to, any claims for compensation, benefits, stock or stock options,
wrongful termination, breach of contract, fraud or age, sex, race, disability or
other discrimination or harassment), you and the Company 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 the Company 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 the Company.
This agreement and the confidentiality and if applicable stock option
agreement[s] 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
President 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.
Sincerely,
INPRISE Corporation
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
President/Chief Executive Officer
I agree to and accept employment with INPRISE Corporation on the terms
and conditions set forth in this agreement.
Date: June 6, 2000 /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
