EMPLOYMENT AGREEMENT

                                    between

                  TENFOLD CORPORATION and DONALD R. JEFFERIS



     This Employment Agreement (the "Agreement"), is effective as of May 14,

2001 (the "Effective Date"), by and between Donald R. Jefferis ("Employee") and

TenFold Corporation, a Delaware corporation (the "Company").



     1.   TERM OF AGREEMENT.  This Agreement shall commence as of the Effective

          -----------------

Date, and shall have a term of two (2) years and one day (the "Original Term").

Subject to each party's obligations set forth below, this Agreement may be

terminated by either party, with or without cause, on thirty (30) days' written

notice to the other party. After the end of the Original Term, this Agreement

(and simultaneously Employee's employment) shall be automatically extended for

additional successive one (1) year periods unless the parties hereto mutually

agree in writing to terminate the Agreement in accordance with the terms hereof

prior to the commencement of any such one (1) year period.



     2.   DUTIES.

          ------



          a.   POSITION.  For the term of the Agreement, Employee shall be

               --------

employed as the Company's Chief Financial Officer and Senior Vice President and

will report to the Company's Chief Executive Officer.



          b.   OBLIGATIONS TO THE COMPANY.  Employee agrees that he will at all

               --------------------------

times, to the best of his ability and experience, loyally and conscientiously

perform all of the duties and obligations required of and from Employee pursuant

to the terms hereof or as directed by the Company's Chief Executive Officer.

During the term of Employee's employment relationship with the Company, Employee

further agrees that he will devote all of his business time, attention and

effort to the business of the Company and will use his reasonable best efforts

to promote the interests of the Company, and the Company will be entitled to all

of the benefits and profits arising from or incident to all such work services

and advice; provided, however, that Employee may perform and accept compensation

for personal services of an incidental nature rendered to a party other than the

Company if the performance of such services is approved by the Company's Chief

Executive Officer (such approval not to be unreasonably withheld) and does not

impair Employee's ability to perform his duties hereunder. Company acknowledges

and agrees that Employee is a member of the Board of Directors of Steel-Pro,

Incorporated, a privately held corporation, and a member of the Working Group of

Pop!Tech, a non-profit organization. The Company agrees and approves these

activities as "personal services of an incidental nature" within the meaning of

the preceding paragraph.



          c.   MANNER AND LOCATION OF WORK.  The Company acknowledges and agrees

               ----------------------------

that Employee's primary residence is located in Rockport, Maine and that

Employee works primarily from the Company office in Camden, Maine. The Company

will endeavor to make reasonable demands on Employee's travel schedule.



     3.   AT-WILL EMPLOYMENT.  The Company and Employee acknowledge that

          ------------------

Employee's employment is and shall continue to be at-will, as defined under

applicable law.  If Employee's employment terminates for any reason, Employee

shall not be entitled to any payments,

<PAGE>



benefits, damages, award or compensation other than as provided in this

Agreement, or any enhanced compensation or benefit, except as may otherwise be

available under the Company's established written plans and written policies at

the time of termination under such plans' general terms; provided, however, that

any severance benefit due Employee shall be only as set forth in this Agreement.



     4.   COMPENSATION.  For the duties and services to be performed by Employee

          ------------

hereunder, the Company shall pay Employee, and Employee agrees to accept, the

base salary, stock options, bonuses and other benefits described below in this

Section 4.



          a.   SALARY.  Employee shall receive a base monthly salary of $25,000

               ------

which is equivalent to $300,000 on an annualized basis (the "Base Salary").

Employee's Base Salary will be payable in equal payments per month pursuant to

the Company's normal payroll practices. The Base Salary shall be reviewed from

time to time by the Company's Chief Executive Officer and the compensation

committee of the Company's board of directors (hereinafter "Compensation

Committee") and any change will be effective as of the date determined

appropriate by the Company's Chief Executive Officer and the Compensation

Committee. Effective as of the date of any such change, the Base Salary as

changed shall be considered the new Base Salary for purposes of this Agreement.



          b.   STOCK OPTIONS AND OTHER INCENTIVE PROGRAMS.  Employee shall be

               ------------------------------------------

eligible to participate in the Company's Stock Option Plan, Employee Stock

Purchase Plan, and any other incentive programs available to officers or

employees of the Company.  The Company's Chief Executive Officer shall, within

five (5) days of the execution of this Agreement, recommend to the Company's

board of directors and the Compensation Committee that Employee be awarded an

option to purchase seven hundred fifty thousand (750,000) shares (as adjusted

for any stock split or similar event) of the Company's common stock on the date

this Agreement is approved by the Company's board of directors and the

Compensation Committee, which approval shall be sought by written consent as

soon as practical (expected to occur within five (5) business days of the

Company's Chief Executive Officer recommendation).  Such option shall provide

for an exercise price equal to the stock's fair market value on the grant date,

and shall first become exercisable to the extent of 150,000 shares on December

28, 2001, then another 37,500 shares after the end of each three-month period

commencing on January 1, 2002, until the all of the shares under the option

shall be fully exercisable; provided, however, that if, prior to any portion of

such option becoming exercisable, the Company's market capitalization exceeds

$500,000,000 for twenty (20) consecutive trading days, then 150,000 shares shall

become fully exercisable; and provided, further, that in the event of a Change

of Control (i) 150,000 shares of such option shall become fully exercisable five

(5) days before a Change in Control that occurs on or before one year after the

Effective Date and (ii) the terms of Section 14 of  the Company's 1999 Stock

Plan shall apply. Options previously granted Employee by the Company shall

remain in full force and effect. The Company's Chief Executive Officer will

recommend to the Company's board of directors that the Company allow Employee to

terminate all or any part of vested or unvested options to purchase the

Company's common stock received prior to the date of this Agreement and to

receive an option grant to purchase the Company's common stock on a one-for-one

basis (as adjusted for any splits or similar event), pursuant to an Employee

election to be made six months and one day after ratification of this Agreement

by the Compensation Committee (the "Election Date") at a strike price equal to

the fair market value of the Company's common stock six months and one day

subsequent to the Election Date (the "Grant Date"); provided, however, that in

the event that such option grant creates an accounting repricing situation

whereby the Company would be required to apply variable compensation accounting

or any other adverse accounting charges for such option, the Company shall have

no obligation to grant all or any part of such option.  The fair market



                                      -2-

<PAGE>



value shall be determined first by reference to the publicly traded price, if

such security is traded on public markets, or the internal price used for other

employee stock option grants on or near the Grant Date. The new option granted

on the Grant Date shall vest in accordance with the standard vesting terms

offered to other employees in connection with any similar to-be-announced option

grant program, or on terms comparable to options generally granted to new

employees on or near the Grant Date, whichever is most favorable to Employee.



          c.   BONUSES.  The Company will provide Employee with an opportunity

               -------

to earn an annual cash bonus (the "Annual Bonus") each year during the term of

this Agreement. Employee's Annual Bonus for 2001 shall be guaranteed and shall

be $100,000, to be paid to Employee in the following amounts and on the

following dates if he is employed by the Company on those dates: (i) $33,333 on

June 30, 2001, (ii) $33,333 on September 30, 2001 and (iii) $33,334 on December

28, 2001. Beginning January 1, 2002, Employee will be eligible for a targeted

Annual Bonus of one hundred and fifty percent (150%) of the Base Salary based on

targeted performance . Employee's entitlement to and the amount of the Annual

Bonus shall be determined in the reasonable discretion of the Company's Chief

Executive Officer. The Company's Chief Executive Officer and Employee shall

mutually agree upon Employee's key objectives at the start of each calendar year

that will be used to determine the actual amount of the Employee's Annual Bonus.



          d.   VACATION.  Employee shall be entitled to three weeks vacation

               --------

during each year of employment.



          e.   ADDITIONAL BENEFITS. Employee will be eligible to participate in

               -------------------

the Company's employee benefit plans of general application, including without

limitation, those plans providing medical, disability and life insurance in

accordance with the rules established for individual participation in any such

plan and under applicable law. Employee will be eligible for sick leave in

accordance with the policies in effect during the term of this Agreement and

will receive such other benefits as the Company generally provides to its other

senior executive employees.



          f.   REIMBURSEMENT OF EXPENSES.  Employee shall be authorized to incur

               -------------------------

on behalf and for the benefit of, and shall be reimbursed by, the Company for

reasonable business expenses, provided that such expenses are substantiated in

accordance with Company policies. Company shall reimburse employee promptly. The

Company and Employee acknowledge that Employee's personal effects from an

abandoned, Company-requested move from Atlanta, Georgia to Houston, Texas are in

storage in Dallas, Texas. Employee agrees to terminate the need for storage on

or before December 31, 2001. Upon a written request from Employee, the Company

agrees to promptly pay Corporate Relocations, Inc. for monthly storage costs

("Storage Costs") and moving, unpacking and set-up costs associated with the

moving of Employee's personal effects from Dallas, Texas to final destination

("Moving Costs;" at this time anticipated to be Rockport, Maine). The Company

shall treat such payment to Corporate Relocations, Inc. in accordance with its

published Relocation Policy.



          g.   GOLDEN PARACHUTE PAYMENTS.  If a payment pursuant to this

               -------------------------

Agreement would result in (or increase) an excise tax under Internal Revenue

Code (S)4999(a), the excess parachute payment shall be reduced to that amount

(if any) which maximizes the difference between the excess parachute payment and

the excise tax.



          h.   CHANGE IN CONTROL. For purposes of this Agreement, "Change of

               -----------------

Control" means the occurrence of any of the following events:

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC