[RETEX LOGO] XXXX X. XXXXXXXX
CHAIRMAN
March 14, 2003
Xx. Xxxxx Xxxxxxx
Dear Xxxxx:
On behalf of Retek Inc. ("Retek"), we are pleased to offer you the position of
President and Chief Executive Officer on our executive Management Team. This
letter (the "Letter Agreement") clarifies and confirms the terms of your
employment with Retek.
Terms of Employment
Upon acceptance of this offer:
- Your start date on a full time basis is expected to be March 14, 2003
("Start Date").
- You will report to the Retek Board of Directors.
- You will be nominated for election to the Retek Board of Directors during
the entire term of your employment.
- Your annual base salary will be $380,000, payable in twelve equal
installments of $31,666.66 US per month in accordance with Retek's
standard payroll practices and subject to all applicable withholding taxes
and other deductions. Your base salary will be reviewed on an annual basis
by the Compensation Committee of the Board of Directors and increased from
time to time during the term of your employment in the discretion of the
Committee, but in any event your base salary shall not be reduced below
the greater of $380,000 or any higher base salary you receive during the
term of your employment.
- For each calendar year during which you are employed by Retek you will
have the opportunity to earn an annual incentive bonus. Except as provided
below for calendar year 2003, the target amount of your bonus will be not
less than eighty percent (80%) of your annual base salary rate for the
calendar year. No less than the target amount will be payable to you for a
calendar year if you are employed by Retek for the entire year and meet
the combination of corporate and individual objectives for that calendar
year mutually determined between you and Retek and approved by the
Compensation Committee of the Retek Board of Directors. If your
performance is greater or less than your target level of performance, the
actual amount of your bonus may be greater or less than the target amount.
The amount of any such variation from the target amount will be determined
according to rules established in advance by the Compensation Committee,
provided, however, that you will receive at least fifty percent (50%) of
the target amount if your performance objectives are at least seventy
percent achieved. For calendar year 2003: (a) your target amount will
sixty percent (60%) of your annual base salary rate for 2003; (b) your
target level of
----------
Retek on the Mall - 950 Nicollet Mall - Minneapolis, MN 55403 - xxx.xxxxx.xxx -
phone 000.000.0000 - fax 000.000.0000
Xx.Xxxxx Xxxxxxx
Page 2 of 6
March 14,2003
performance will be established within 30 days of the execution of this
agreement; (c) you will be paid a guaranteed draw against your 2003 annual
incentive bonus equal to eighty percent (80%) of one-third of your
calendar year 2003 target amount for each of the second, third and fourth
quarters of 2003; and (d) any additional bonus due for calendar year 2003
(in excess of the three guaranteed draw payments) will be calculated and
paid during January, 2004. Except as specifically provided herein with
respect to the calendar year 2003, in no event will the terms and
conditions of your annual incentive bonus (other than your individual
performance objectives) be less favorable than those applicable to other
senior executive officers of Retek.
- Retek's Board of Directors will grant you on your Start Date an option to
purchase 1,000,000 shares of Retek Common Stock (the "Total Grant") at a
purchase ("strike") price of $4.69 per share of common stock. The Total
Grant shall be equal to the maximum number of Incentive Stock Options as
are allowable under applicable tax laws on the date of the Total Grant
(the "ISO Grant"), and the remaining balance shall be non-qualified stock
options (the "Non-Qual Grant"). The ISO Grant shall be made under the
HighTouch Technologies, Inc. Stock Option Plan and/or Retek Inc. 1999
Equity Incentive Plan. The Non-Qual Grant shall be made under the
HighTouch Technologies, Inc. Stock Option Plan and/or Retek Inc. 1999
Equity Incentive Plan. The Total Grant shall have a term of ten years. The
Total Grant stock option shall on termination of your employment have an
exercise period equal to one year and six months, except the exercise
period for a termination of employment for Cause shall be as set forth in
the Retek Inc. 1999 Equity Incentive Plan. The Total Grant shall vest over
a period of three years and ninety (90) calendar days subject to your
continued employment as follows:
o 250,000 stock options shall vest on the ninety (90) calendar day
anniversary of your employment commencement date (the "Initial Vest
Date");
o 250,000 stock options shall vest on the first annual anniversary of
your Initial Vest Date; and
o 500,000 stock options shall vest ratably monthly (20,833 shares per
month except for the last month which shall vest 20,841 shares)
commencing on the second annual anniversary of the Initial Vest Date
over the remaining vesting period balance of two years until all
1,000,000 options of the Total Grant are fully vested.
- You will be eligible for additional grants of stock options at such times
and in such amounts as are commensurate with other senior executives, as
approved by the Compensation Committee of Retek's Board of Directors.
- The Board of Directors of Retek has established a plan that provides
certain change of control benefits for senior executives of Retek (the
"Change of Control Plan"). You will be eligible to participate in the
Change in Control Plan and will be included in the highest tier for change
of control benefits.
- This position is based in the Twin Cities of Minneapolis and St. Xxxx,
Minnesota as a term of employment. You will be expected to travel
frequently on a global basis in the performance of your duties.
- You will be eligible to participate in the employee benefits program
established by Retek generally for its senior executives. These benefits
generally include health, vision, prescription drug, dental, life, short-
and long-term disability ("welfare benefits") and paid vacation. You will
receive six (6) weeks of vacation annually. In addition, you may choose to
enroll in our voluntary 40l(k) plan and you may participate in our
Employee Stock Purchase Plan, subject to the terms of those plans. In
addition, in the event of your short term disability as set forth in
Retek's general benefits, the Company will continue to pay your full
salary
----------
Retek on the Mall - 950 Nicollet Mall - Minneapolis, MN 55403 - xxx.xxxxx.xxx -
phone 000.000.0000 - fax 000.000.0000
Xx.Xxxxx Xxxxxxx
Page 3 of 6
March 14,2003
for 180 days from the date of your disability, less any amounts received
as a result of insurance benefits provided by Retek. Nothing contained in
this Letter Agreement shall be construed as prohibiting Retek from
modifying or eliminating any of the benefits that it offers to its
executive officers applied in the aggregate for such group from time to
time during the term in its discretion, and in addition modifying or
eliminating any of the benefits any benefits it offers generally to its
employee population, provided the same shall not be less favorable to you
than those applicable to other senior executive officers or general
employees of Retek.
- Your employment with Xxxxx, should you accept this offer, will be for a
period of one year from the Start Date, and thereafter shall not be for
any specific term. After the first year of your employment with Retek,
your employment may be terminated at any time, with or without cause,
provided each of Retek and you will provide not less than thirty days
written notice of termination, except that a termination for "Cause" or
with "Good Reason," as defined below may be effected immediate upon
receipt of written notice. The one year fixed term and, following the
expiration of the one year fixed term, the at-will nature of your
employment described in this Letter Agreement shall constitute the entire
agreement between you and Retek concerning the duration of your employment
and the circumstances under which either you or the Company may terminate
your employment and any contrary representations or agreements that may
have been made to you are superseded by this offer. The at-will nature of
your employment with Retek can only be changed in a written document
signed by you and the Chairman of the Board of Directors of Retek, which
expressly states the intention to modify the at-will nature of your
employment.
Termination of Employment
In the event that you are terminated without Cause (other than death or
disability) or you terminate your employment for Good Reason, the payments to
which you will be entitled to receive from the Company in satisfaction of all
claims upon termination of your employment will be as follows:
If, before the first annual anniversary of your Initial Vest Date, the Company
terminates your employment without Cause or you terminate your employment for
Good Reason, the Company will:
- pay you any accrued and unpaid base salary and annual bonus at target
levels for the year of your termination pro-rated to the effective date of
termination, to be paid in the normal course of payroll and, if not
already vested, vest 250,000 stock options of the Total Grant;
- pay you an additional sum equal to one year's then current annual base
salary (before any reduction that would constitute a breach of this Letter
Agreement), payable in twelve equal monthly installments in the normal
course of payroll;
- pay you an additional sum equal to one hundred (100%) percent of the
target bonus of eighty (80%) percent of your then current annual base
salary, payable in twelve equal monthly installments in the normal course
of payroll;
- vest 250,000 stock options of the Total Grant, plus an additional
twenty-five (25%) percent of any additional unvested options granted any
additional options granted after your Start Date, as if you had completed
one (1) additional year of employment ; and
- continue welfare benefits at the active employee's cost for a period of
one year from the effective date of termination.
----------
Retek on the Mall - 950 Nicollet Mall - Minneapolis, MN 55403 - xxx.xxxxx.xxx -
phone 000.000.0000 - fax 000.000.0000
Xx.Xxxxx Xxxxxxx
Page 4 of 6
March 14,2003
Without derogating your at-will employment status, if after the first
anniversary of your Initial Vest Date, the Company terminates your employment
without Cause or you terminate your employment for Good Reason, the Company
will:
- pay you any accrued and unpaid base salary and the annual bonus pro-rated
to the date of termination in the normal course of payroll;
- pay you an additional sum equal to one years' then current annual base
salary (before any reduction that would constitute a breach of this
agreement), payable in twelve equal installments in the normal course of
payroll;
- pay you an additional sum equal one hundred percent of the target bonus of
eighty (80%) percent of your then current annual base salary, payable in
twelve equal monthly installments in the normal course of payroll;
- vest the then applicable percent of the Total Grant and any additional
options in accordance with the original vesting schedule to the end of the
month of the effective date of termination;
- vest an additional 250,000 stock options of the Total Grant and
twenty-five (25%) percent of any additional unvested options granted
thereafter, as if you had completed one (1) additional year of employment;
and
- continue welfare benefits at the active employee's cost as in effect from
time to time for a period of one year from the effective date of
termination.
For purposes of the foregoing provisions regarding the effects of certain
terminations of employment, if you die or become "disabled" (as defined in the
Company's long-term disability plan) during your employment by the Company, your
employment will be deemed terminated by the Company without Cause on the date of
your death or qualifying disability.
All of the foregoing payments shall be subject be to all applicable withholding
taxes and other deductions in accordance with Company's payroll practices and
applicable law, and are subject to your execution of an effective general
release in the form attached to the Change of Control Plan by you of all claims
as of the effective date of termination (without releasing your right to receive
the consideration stated in Termination of Employment above, as appropriate and
any other benefit that has accrued and vested as of the effective date of
termination).
The following matters will provide the Company with justification for
termination of your employment with "Cause":
- any act of criminal fraud or embezzlement;
- any material breach by you of your Confidentiality, Noncompetition and
Invention Assignment Agreement with the Company or of the policies
referred to herein;
- your conviction of any felony involving an act of dishonesty, moral
turpitude, deceit or fraud;
- any act of dishonesty or "willful" misconduct involving property of the
Company in connection with your responsibilities as an employee of the
Company, including the Code of Ethics or other requirements under the
federal securities laws, that either;
----------
Retek on the Mall - 950 Nicollet Mall - Minneapolis, MN 55403 - xxx.xxxxx.xxx -
phone 000.000.0000 - fax 000.000.0000
Xx.Xxxxx Xxxxxxx
Page 5 of 6
March 14,2003
o materially impairs the Company's business, goodwill or
reputation, or
o materially compromises your ability to represent the Company
with the public, or
o your "willful" material failure (other than as a result of
disability, as defined in the Company's long term disability
plan, or death) to perform your lawful duties to the Company
within a reasonable time after receiving written notice from
the Company's Board of Directors describing such failure in
reasonable detail.
The Board shall take such action after written notice and the opportunity for a
hearing before the Board, and affirmative vote of a majority of disinterested
directors of a finding of Cause. For purposes of this Agreement, "willful" shall
mean any act or failure to act, taken in the absence of good faith and without
reasonable belief this such action or failure to act was in the best interests
of the Retek.
The following matters will provide you with justification for termination of
your employment with "Good Reason":
- Material reduction in your duties and responsibilities as Chief
Executive Officer, including failure to be elected to the Board of
Directors of Retek, termination of your direct reporting to the
Board of Directors, or assignment of duties materially inconsistent
with the general position of Chief Executive Officer:
- Relocation of Retek principal offices outside of the Minneapolis-St.
Xxxx metropolitan area;
- The reduction of cash compensation, including bonus, or the
reduction of stock opportunities initiated by the Retek Board of
Directors other than matters arising out of Board actions applied to
Retek senior management generally as a result of material adverse
financial conditions of Retek;
- Material breach of any provision of this Agreement, which is not
cured in a reasonable time exercising due diligence.
In the event of a Termination of your employment for any reason, you agree to
resign from the Board of Directors, from the board of any subsidiaries and from
any other positions that you may have with the Retek and its affiliates. This
offer is contingent upon verification of the information you provided on your
employment application. Retek may rescind this offer should discrepancies be
discovered.
By signing the offer below, you acknowledge and agree that length of employment,
positive performance reviews, pay increases, bonuses, increases in job duties or
responsibilities and other changes during employment will not change the at-will
nature of your employment with Retek and will not create any implied contract
requiring cause for termination of employment. Cause as defined above is used
solely for purposes of determining whether any severance consideration may be
due to you by the Company.
As an employee of Retek, you will be required to comply with all Company
policies and procedures. In particular, you will be required to
familiarize yourself with and to comply with Xxxxx'x policies prohibiting
unlawful harassment and discrimination, xxxxxxx xxxxxxx, ethics and
similar important policies. Violation of any of these policies may lead to
----------
Retek on the Mall - 950 Nicollet Mall - Minneapolis, MN 55403 - xxx.xxxxx.xxx -
phone 000.000.0000 - fax 000.000.0000
Xx.Xxxxx Xxxxxxx
Page 6 of 6
March 14,2003
immediate termination of employment. We wish to impress upon you that you
are not to bring with you any confidential or proprietary material of any
former employer or to violate any other obligation to your former
employers. You should also note that the obligations contained in this
Letter Agreement will restrict your future flexibility.
If you wish to accept the offer on the terms set forth in this Letter Agreement,
please sign and date this Letter Agreement and the enclosed agreements that are
a condition of this offer and form a part thereof, and return all pages of the:
- this Letter Agreement;
- Invention Assignment, Non-competition and Confidentiality Agreement;
- Arbitration Agreement; and
- Code of Ethics Policy.
You should keep one copy of this letter for your own records. We are excited
about you joining us and look forward to hearing from you.
Sincerely,
Xxxx X. Xxxxxxxx
Chairman
By Xxxx Xxxxxxx, Chief Financial Officer
Enclosures
I have read and accept this employment offer and have been provided with
adequate opportunity to discuss its terms with my own counsel:
By:
-------------------------------------- -----------------
Employee Signature Date
