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Title: |
Employment Agreement |
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Entities: |
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Date: |
2001 |
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Size: |
Preview shows 9KB of 32KB total |
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Price: |
$41 |
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ID: |
#1271191 |
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EMPLOYMENT AGREEMENT
This Employment Agreement is entered into as of January 2, 2001 by and
between Craig Brennan (the "Executive") and Brio Technology, Inc., a Delaware
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corporation (the "Company ").
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1. Duties and Scope of Employment.
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(a) Position. During his employment under this Agreement
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("Employment"), the Company agrees to employ the Executive in the position of
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President and Chief Executive Officer. As such, the Executive shall report to
the Company's Board of Directors (the "Board"). At the next meeting of the Board
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following execution by the Executive of this Agreement, the Executive will be
nominated to serve as a Director, and if so elected, the Executive shall serve
in such capacity without additional compensation.
(b) Obligations to the Company. During his Employment, the Executive
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agrees to devote his full business efforts and time to the Company and to the
best of his ability to loyally and conscientiously perform all of the duties and
obligations required of and from him pursuant to the terms hereof. The Executive
further agrees that the Company will be entitled to all of the benefits and
profits arising from or incident to all his work services and advice, that he
will not render commercial or professional services of any nature to any person
or organization, whether or not for compensation, without the prior written
consent of the Company's Board, and that he will not during his employment
directly or indirectly engage or participate in any business that is competitive
in any manner with the business of the Company. Nothing in this Agreement will
prevent the Executive from accepting speaking or presentation engagements in
exchange for honoraria or from serving on boards of charitable organizations, or
from owning no more than two percent (2%) of the outstanding equity securities
of a corporation whose stock is listed on a national stock exchange or the
Nasdaq.
(c) No Conflicting Obligations. The Executive represents and
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warrants to the Company that he is under no obligations or commitments, whether
contractual or otherwise, that are inconsistent with his obligations under this
Agreement. The Executive represents and warrants that he will not use or
disclose, in connection with his employment by the Company, any trade secrets or
other proprietary information or intellectual property in which the Executive or
any other person has any right, title or interest and that his Employment by the
Company as contemplated by this Agreement will not infringe or violate the
rights of any other person or entity. The Executive represents and warrants to
the Company that he has returned all property and confidential information
belonging to any prior employers.
(d) Start Date. The Executive shall commence full-time Employment on
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January 2, 2001 (the "Start Date").
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<PAGE>
2. Cash and Incentive Compensation.
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(a) Salary. The Company shall pay the Executive as compensation for
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his services a base salary at the rate of not less than $29,166.67 per month
($350,000 on an annualized basis), payable in accordance with the Company's
standard payroll schedule and subject to applicable tax withholding. (The salary
specified in this subsection (a), together with any increases in such salary
that the Company may grant from time to time, is referred to in this Agreement
as the "Base Salary.")
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(b) Sign-on Bonus. The Executive shall be paid a sign-on bonus of
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$100,000 (the "Sign-on Bonus"), subject to applicable tax withholding, that will
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be earned when Executive commences Employment. This Sign-on Bonus will be paid
in fully vested shares of the Company's Common Stock, with the number of shares
determined using the fair market value of the Common Stock as of the Start Date.
(c) Annual Bonus. Executive will be eligible to earn an annual
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discretionary incentive bonus of $200,000 ("Target Bonus"). This Target Bonus
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will be earned based on achievement of objectives to be identified by the Board.
The Board will set objectives, after consultation with Executive, within sixty
days of the start of each bonus period. Bonuses payable under this subsection
(c) shall be payable in accordance with the Company's normal practices and
policies no later than 30 days after the end of each bonus period. The Target
Bonus for the first year of Executive's employment (the period ending December
31, 2001) shall be guaranteed and shall be paid pro rata on a quarterly basis in
accordance with the Company's normal practices and policies, provided however
that the Company shall advance to the Executive $50,000 of the Target Bonus for
the first year of his employment, at such time as requested by the Executive
following the Start Date. In the event that the Executive voluntarily resigns
"Without Good Reason" (as such term is defined in Section 10 below) within the
first year of his Employment, the Executive shall be obligated to repay to the
Company a pro rata portion of such advance payment based on the number of months
of such year in which he shall not be employed.
(d) Equity.
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(i) Option Grant. Subject to the approval of the Board, the
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Company shall grant the Executive a stock option (the "Option") to purchase the
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number of shares that represents ten percent (10%) of the outstanding shares of
the Company's Common Stock as of the date of grant (the "Shares"). The Option
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shall be granted on the Start Date. The per Share exercise price of the Option
will be equal to the per Share fair market value of the Common Stock on the date
of grant, as determined by the Board. The term of such Option shall be 10 years,
subject to earlier expiration in the event of the termination of the Executive's
Employment. The Executive shall vest in the Option Shares as follows: twenty-
five percent (25%) of the Shares shall vest on the first anniversary of the
Start Date and the remaining Shares shall vest in equal installments each month
thereafter, such that all Shares shall be vested as of the fourth anniversary of
the Start Date. The Option shall be immediately exercisable by the Executive as
to twenty-five percent (25%) of the Shares, if the Executive elects to do so,
but the
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<PAGE>
purchased shares shall be subject to repurchase by the Company at the
exercise price if the Executive's Employment terminates before he vests in the
Shares.
(A) Terms of Option. The Option shall be issued
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pursuant to, and, except as otherwise set forth in this Section 2(d), subject to
the terms of, the Company's 1998 Stock Option Plan and the standard form of
stock option agreement thereunder (copies of which are attached hereto as
Exhibit A).
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(B) Effect of Termination of Employment Not in
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Connection with a Change of Control. If during the first year of Executive's
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Employment, the Company terminates Executive's Employment "Without Cause" or
Executive resigns for "Good Reason," (as such terms are defined in Section 10
below) and such termination is not in connection with a "Change of Control" of
the Company (as such term is defined in Section 10 below) then twenty-five
percent (25%) of the shares subject to Executive's outstanding options will
become vested and, if applicable, the Company's repurchase rights as to such
shares shall lapse as of the termination date. Following the first year of
Executive's Employment, if the Company terminates Executive's Employment
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