TALEO CORPORATION LOUIS TETU CESSATION OF EMPLOYMENT AND BOARD COMPENSATION AGREEMENT
Exhibit 10.12
TALEO CORPORATION
XXXXX
XXXX CESSATION OF EMPLOYMENT AND BOARD COMPENSATION AGREEMENT
This agreement is entered into as of March 1, 2006 (the “Effective Date”) by and between Taleo
Corporation, a Delaware corporation (“Company”) and Xxxxx Xxxx (“Xx. Xxxx”).
1. Term of Agreement. The term of this agreement shall be from the Effective Date
through the Company’s annual meeting in 2008.
2. Termination of Employment. Xx. Xxxx’x employment with the Company and any
subsidiaries or affiliates of the Company shall terminate at 11:59 pm ET on February 28, 2006
(“Termination Date”). Xx. Xxxx shall be paid his base salary through the Termination Date, less
any applicable state, provincial and federal required withholding amounts and other lawful
deductions, and shall be paid prorated bonuses for any partially completed bonus periods through
the Termination Date (at an assumed 100% on-target achievement of goal), less any applicable state,
provincial and federal required withholding amounts and other lawful deductions. Xx. Xxxx shall be
paid for any accrued but unused vacation as of the Termination Date. Xx. Xxxx shall not receive
medical or other employment benefits from the Company after the Termination Date. Xx. Xxxx hereby
acknowledges that no employment or other compensation other than as described above is owed to him
by the Company for services provided through the Termination Date.
3. Board Membership. Xx. Xxxx will continue to serve as the Chairman of the Board of
Directors of Taleo Corporation (“Board”). Xx. Xxxx’x continued service as Chairman and a member of
the Board will be subject to Taleo’s corporate governance policies for the nomination of directors
applicable to all directors and any required stockholder approval. Xx. Xxxx will receive office
and administrative support as necessary to facilitate his duties as Chairman of the Board.
4. Compensation for Board Chairmanship. As of the Effective Date, the Company will
pay Xx. Xxxx compensation of $166,666CAD for his services as the Chairman of the Board (“Board
Compensation”) from the Effective Date through December 31, 2006. Board Compensation shall be paid
on a quarterly basis at the end of each calendar quarter and payment will be prorated for any
partial quarters. Board Compensation for Xx. Xxxx’x service will be made to and in the name of
9020-8828Q Inc. Beginning January 1, 2007, Xx. Xxxx’x Board Compensation shall be in accordance
with the then-current Board compensation policy.
5. Stock Options.
(a) In the event of a Change in Control (as defined below), Xx. Xxxx will receive immediate
vesting with respect to all unvested stock options that are held by Xx. Xxxx.
(b) Each stock option granted to Xx. Xxxx prior to the Effective Date of this Agreement
provides that in the event Xx. Xxxx ceases to be a service provider for the Company such options
shall be exercisable, to the extent vested, until the date that is one (1) year following the date
Xx. Xxxx ceases to be a service provider for the Company. Option grants to Xx. Xxxx after the
Effective Date of this Agreement shall
be in accordance with the then-current Board compensation policy, including with respect to
the length of time after Xx. Xxxx ceases to be a service provider during which such options will
remain exercisable.
(c) For purposes of this Section 5, “Change in Control” means the occurrence of any of the
following events: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act),
directly or indirectly, of securities of the Company representing fifty percent (50%) or more of
the total voting power represented by the Company’s then outstanding voting securities and such
change in ownership results in a broad management changes at Company; or (ii) the consummation of
the sale or disposition by Company of all or substantially all of Company’s assets; or (iii) the
consummation of a merger or consolidation of Company with any other corporation, other than a
merger or consolidation which would result in the voting securities of Company outstanding
immediately prior thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity or its parent) more than fifty percent
(50%) of the total voting power represented by the voting securities of Company or such surviving
entity or its parent outstanding immediately after such merger or consolidation.
6. Expenses. The Company will reimburse Xx. Xxxx for reasonable travel,
entertainment, and other expenses incurred by Xx. Xxxx in the furtherance of the performance of Xx.
Xxxx’x duties hereunder, in accordance with the Company’s expense reimbursement policy as in effect
from time to time.
7. Trading Plan. Xx. Xxxx may elect to establish a trading plan in accordance with
Rule 10b5-1 of the Securities Exchange Act of 1934 provided that such trading plan shall be subject
to the reasonable approval of the Board consistent with policies established by the Board
applicable to all Section 16 officers.
8. Indemnification and Insurance. Xx. Xxxx will be covered under the Company’s
insurance policies and, subject to applicable law, will be provided indemnification to the maximum
extent permitted by Taleo’s bylaws, Certificate of Incorporation, and standard form of
Indemnification Agreement, with such insurance coverage and indemnification to be in accordance
with Taleo’s standard practices for senior executive officers but on terms no less favorable than
provided to any other Company senior executive officer or director.
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9. Confidential Information.
(a) Company Information. Xx. Xxxx will not, at any time, whether during or subsequent to Xx.
Xxxx’x service hereunder, directly or indirectly, disclose or furnish to any other person, firm or
corporation, or use on behalf of himself/herself or any other person, firm or corporation, any
confidential or proprietary information acquired by Xx. Xxxx in the course of Xx. Xxxx’x service
for Company, including, without limiting the generality of the foregoing, product design, product
roadmaps, future product plans, contractual details relating to current Company clients, buying
habits of present and prospective clients of Company, pricing and sales policy, techniques and
concepts, the names of customers or prospective customers of Company or of any person, firm or
corporation who or which have or shall have treated or dealt with Company or any of its
subsidiaries or affiliated companies, any other information acquired by Xx. Xxxx regarding the
methods of conducting the business of Company and any of its subsidiaries and/or affiliates, any
information regarding the company’s methods of research and development, of obtaining business, of
manufacturing, of providing or advertising products or services, or of obtaining customers, trade
secrets and other confidential information concerning the business operations of Company or any
company and/or entity affiliated with Company, except to the extent that such information is
already generally known in the public domain.
(b) Assignment of Inventions. Xx. Xxxx hereby assigns to the Company, or its
designee, all right, title and interest in and to any and all inventions, original works of
authorship, developments, concepts, improvements, or trade secrets, whether or not patentable or
registrable under copyright or similar laws, which Xx. Xxxx solely or jointly conceived or
developed or reduced to practice, or caused to be conceived or developed or reduced to practice
(collectively referred to as “Inventions”) during Xx. Xxxx’x employment with the Company or any
subsidiary or affiliate of the Company. Xx. Xxxx hereby assigns to the Company, or its designee,
all right, title and interest in and to any and all Inventions solely or jointly conceived or
developed or reduced to practice, or caused to be conceived or developed or reduced to practice in
relation to his services as a member of the Board and pursuant to his service under this agreement.
10. Assignment. This agreement will be binding upon and inure to the benefit of the
heirs, executors, and legal representatives of Xx. Xxxx upon Xx. Xxxx’x death. None of the rights
of Xx. Xxxx to receive any form of compensation payable pursuant to this agreement may be assigned
or transferred except by will or the laws of descent and distribution. Any other attempted
assignment, transfer, conveyance, or other disposition of Xx. Xxxx’x right to compensation or other
benefits will be null and void.
11. Notices. All notices, requests, demands, and other communications called for
hereunder will be in writing and will be deemed given (a) on the date of delivery if delivered
personally, (b) one day after being sent by a well established commercial overnight service, or (c)
four days after being mailed by registered or certified mail, return receipt requested, prepaid and
addressed to the parties or their successors at the following addresses, or at such other addresses
as the parties may later designate in writing:
If to the Company:
Attn: Chief Executive Officer
Taleo Corporation
000 Xxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Taleo Corporation
000 Xxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
If to Xx. Xxxx:
at the last residential address known by the Company as provided by Xx. Xxxx in writing.
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12. Severability. If any provision hereof becomes or is declared by a court of
competent jurisdiction to be illegal, unenforceable, or void, this agreement will continue in full
force and effect without said provision.
13. Arbitration.
(a) General. In consideration of Xx. Xxxx’x service to the Company, its promise to
arbitrate all disputes, and Xx. Xxxx’x receipt of the compensation paid to Xx. Xxxx by the Company,
at present and in the future, Xx. Xxxx agrees that any and all controversies, claims, or disputes
with anyone (including the Company and any employee, officer, director, shareholder, or benefit
plan of the Company in their capacity as such or otherwise) arising out of, relating to, or
resulting from Xx. Xxxx’x service to the Company under this agreement or otherwise or the
termination of Xx. Xxxx’x service with the Company, including any breach of this agreement, will be
subject to binding arbitration under the Arbitration Rules set forth in California Code of Civil
Procedure Section 1280 through 1294.2, including Section 1283.05 (the “Rules”) and pursuant to
California law. Disputes which Xx. Xxxx agrees to arbitrate, and thereby agrees to waive any right
to a trial by jury, include any statutory claims under state or federal law, including, but not
limited to, claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities
Act of 1990, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection
Act, the California Fair Employment and Housing Act, the California Labor Code, claims of
harassment, discrimination, or wrongful termination, and any statutory claims. Xx. Xxxx further
understands that this agreement to arbitrate also applies to any disputes that the Company may have
with Xx. Xxxx.
(b) Procedure. Xx. Xxxx agrees that any arbitration will be administered by the
American Arbitration Association (“AAA”) and that a neutral arbitrator will be selected in a manner
consistent with its National Rules for the Resolution of Employment Disputes. The arbitration
proceedings will be held in San Francisco County, California and will allow for discovery according
to the rules set forth in the National Rules for the Resolution of Employment Disputes or
California Code of Civil Procedure. Xx. Xxxx agrees that the arbitrator will have the power to
decide any motions brought by any party to the arbitration, including motions for summary judgment
and/or adjudication and motions to dismiss and demurrers, prior to any arbitration hearing. Xx.
Xxxx agrees that the arbitrator will issue a written decision on the merits. Xx. Xxxx understands
the Company will pay for any administrative or hearing fees charged by the arbitrator or AAA except
that Xx. Xxxx will pay the first $200.00 of any filing fees associated with any arbitration Xx.
Xxxx initiates. Xx. Xxxx agrees that the arbitrator will administer and conduct any arbitration in
a manner consistent with the Rules and that to the extent that the AAA’s National Rules for the
Resolution of Employment Disputes conflict with the Rules, the Rules will take precedence.
(c) Remedy. Except as provided by the Rules, arbitration will be the sole, exclusive,
and final remedy for any dispute between Xx. Xxxx and the Company. Accordingly, except as provided
for by the Rules, neither Xx. Xxxx nor the Company will be permitted to pursue court action
regarding claims that are subject to arbitration. Notwithstanding, the arbitrator will not have
the authority to disregard or refuse to enforce any lawful Company policy, and the arbitrator will
not order or require the Company to adopt a policy not otherwise required by law which the Company
has not adopted.
(d) Availability of Injunctive Relief. In addition to the right under the Rules to
petition the court for provisional relief, Xx. Xxxx agrees that any party also may petition the
court for injunctive relief where either party alleges or claims a violation of this agreement or
the Confidentiality agreement or any other agreement regarding trade secrets, confidential
information or nonsolicitation.
(e) Administrative Relief. Xx. Xxxx understands that this agreement does not prohibit
Xx. Xxxx from pursuing an administrative claim with a local, state, or federal administrative body
such as the Department of Fair Employment and Housing, the Equal Employment Opportunity Commission,
or the
workers’ compensation board. This agreement does, however, preclude Xx. Xxxx from pursuing
court action regarding any such claim.
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(f) Voluntary Nature of Agreement. Xx. Xxxx acknowledges and agrees that Xx. Xxxx is
executing this agreement voluntarily and without any duress or undue influence by the Company or
anyone else. Xx. Xxxx further acknowledges and agrees that Xx. Xxxx has carefully read this
agreement and that Xx. Xxxx has asked any questions needed for Xx. Xxxx to understand the terms,
consequences, and binding effect of this agreement, including that Xx. Xxxx is waiving Xx. Xxxx’x
right to a jury trial. Finally, Xx. Xxxx agrees that Xx. Xxxx has been provided an opportunity to
seek the advice of an attorney of Xx. Xxxx’x choice before signing this agreement.
14. Integration. This agreement represents the entire agreement and understanding
between the parties as to the subject matter herein and supersedes all prior or contemporaneous
agreements whether written or oral. No waiver, alteration, or modification of any of the
provisions of this agreement will be binding unless in a writing that specifically references this
Section and is signed by duly authorized representatives of the parties hereto.
15. Waiver of Breach. The waiver of a breach of any term or provision of this
agreement, which must be in writing, will not operate as or be construed to be a waiver of any
other previous or subsequent breach of this agreement.
16. Survival. The Company’s and Executive’s responsibilities under Sections 9 and 13
and all other provisions intended by their terms to survive the termination of this agreement will
survive the termination of this agreement.
17. Headings. All captions and section headings used in this agreement are for
convenient reference only and do not form a part of this agreement.
18. Tax Withholding. All payments made pursuant to this agreement will be subject to
withholding of applicable taxes.
19. Governing Law. This agreement will be governed by the laws of the State of
California (with the exception of its conflict of laws provisions).
20. Acknowledgment. Xx. Xxxx acknowledges that he has had the opportunity to discuss
this matter with and obtain advice from his private attorney, has had sufficient time to, and has
carefully read and fully understands all the provisions of this agreement, and is knowingly and
voluntarily entering into this agreement.
21. Counterparts. This agreement may be executed in counterparts, and may be
exchanged by fax or electronically scanned and emailed copies. Each counterpart will have the same
force and effect as an original and will constitute an effective, binding agreement on the part of
each of the undersigned.
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IN WITNESS WHEREOF, each of the parties has executed this agreement, in the case of the
Company by a duly authorized officer, as of the day and year written below.
COMPANY:
TALEO CORPORATION
By:
|
/s/ Xxxxxxx Xxxxxxxx | Date: 3/8/2006 | ||||||||
| Name: Xxxxxxx Xxxxxxxx | ||||||||||
| Title: President and Chief Executive Officer | ||||||||||
| EXECUTIVE: | ||||||||||
| /s/ Xxxxx Xxxx | Date: 3/8/2006 | |||||||||
| j | ||||||||||
| Xxxxx Xxxx | ||||||||||
[SIGNATURE
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