EXHIBIT 10.15
EMPLOYMENT AGREEMENT
THIS AGREEMENT, is entered into as
of February 2, 1998, between SkillSoft Corporation, a Delaware
corporation (the "Company"), and Thomas McDonald
("Employee").
RECITALS
Company desires to obtain the
services of Employee, on its own behalf and on behalf of all
existing and future Affiliated Companies (defined to mean any
corporation or other business entity or entities that directly or
indirectly controls, is controlled by, or is under common control
with the Company), and Employee desires to secure employment from
the Company upon the following terms and conditions.
AGREEMENT
ACCORDINGLY,
THE PARTIES AGREE AS FOLLOWS:
1.
Position, Period of Employment.
(a) Period of Employment. The
Company hereby employs Employee to render services to the Company
in the position and with the duties and responsibilities described
in Section 1(b) for the period (the "Period of Employment")
commencing on the date of this Agreement and ending upon the date
this Agreement is terminated in accordance with Section 3 below.
Except as provided in Section 3 below, the Company shall pay
Employee the compensation to which he is entitled under Section
2(a) through the end of the Period of Employment, and thereafter
Company's obligations hereunder to pay or otherwise provide
compensation and benefits to Employee shall end.
(b) Position. Employee hereby
accepts employment with the Company as Chief Financial Officer,
Vice President - Finance. Employee shall devote his best efforts
and his full time and attention to the performance of the services
customarily incident to such office and to such other services as
may be reasonably requested by the Board of Directors of the
Company (the "Board"). During the Period of Employment, Employee
will not accept any other employment of any nature, excluding
personal business carried on outside regular business hours that
does not materially interfere with the services required by this
Agreement. The Company shall retain full direction and control of
the means and methods by which Employee performs the above services
and, subject to the terms of this Section 1(b), of the place(s) at
which such services are to be rendered. During the term of this
agreement, employee's principal location shall be in New
Hampshire.
(c)
Non-Compete/Conflict of Interest. Employee, during the Period of
Employment (as defined below), will not engage, directly or
indirectly as an employee, director, consultant, shareholder,
partner or independent contractor or in any other capacity, in any
other business activity (whether or not pursued for pecuniary
advantage) that is competitive with, or that might place him in a
competing position to that of the Company or any other corporation
or entity that directly or indirectly is controlled by the Company
(an "Affiliated Company"); provided, however, that Employee may
make passive personal investments (not exceeding ownership of more
than one (1) percent of the equity interest in any company) in
publicly-held companies that may compete with the Company or any
Affiliated Company.
2.
Compensation, Benefits, Expense.
(a) Compensation. In
consideration of the services to be rendered hereunder, including,
without limitation, services to any Affiliated Company, Employee
shall be paid an amount equal to $5,625 (five thousand six hundred
twenty-five dollars) twice per month, payable at the times and
pursuant to the procedures regularly established, and as they may
be amended, by the Company during the course of this Agreement.
This rate shall be reviewed annually, in accordance with the
Company's salary review practices, and increased, in the Company's
sole discretion, to reflect increases in the cost of living and
such other increases as are awarded in accordance with the
Company's regular salary review practices.
(b) Restricted Stock. The
Company shall sell Employee and Employee shall purchase from
Company 300,000 shares of the Company's Common Stock upon the terms
and conditions set forth in that certain Restrictive Stock Purchase
Agreement in the form attached hereto as Exhibit A, which the
Company shall execute and deliver to Employee concurrently with the
signing by both parties of this Agreement.
(c) Bonus. Employee shall be
eligible to participate in such bonus plans as the Company may from
time to time adopt for the benefit of similarly situated employees
of the Company. Employee's right to receive any such bonus shall be
subject to the terms of any Company bonus plan for which he may
become a participant and the terms determined by the Board or a
Committee thereof designating him as a participant or granting him
an award thereunder.
(d) Vacation. Employee shall
be entitled to vacation in accordance with the Company's vacation
policies for similarly situated employees, as such policies may be
amended from time to time.
(e) Benefits.
As he becomes eligible therefor, the Company shall provide Employee
with the right to participate in and to receive benefits from all
present and future life, accident, disability, medical, pension,
and savings plans and all similar benefits made available generally
to executives similarly situated employees of the Company. The
amount and extent of benefits to which Employee is entitled shall
be governed by the specific benefit plan, as it may be amended from
time to time.
(f) Expense. The Company shall
reimburse Employee for reasonable travel and other business
expenses incurred by Employee in the performance of his duties
hereunder in accordance with the Company's general policies, as
they may be amended from time to time during the course of this
Agreement.
3.
Termination of Employment.
(a) By Death. The Period of
Employment shall terminate automatically upon the death of the
Employee. The Company shall pay to the Employee's beneficiaries or
estate, as appropriate, the compensation to which he is entitled
pursuant to Section 2(a) through the end of the month in which
death occurs. Thereafter, the Company's obligations hereunder shall
terminate. Nothing in this Section shall affect any entitlement of
the Employee's heirs to the benefits of any life insurance
plan.
(b) By Disability. If, in the
sole opinion of the Company's Board of Directors (the "Board"), the
Employee shall be prevented from properly performing his duties
hereunder by reason of any physical or mental incapacity for a
period of more than one hundred and twenty (120) consecutive days
in any twelve-month period, then, to the extent permitted by law,
the Period of Employment shall terminate on and the compensation to
which Employee is entitled pursuant to Section 2(a) shall be paid
up through the last day of the month in which the one hundred and
twentieth day of incapacity occurs, and thereafter the Company's
obligations hereunder shall terminate. Nothing in this Section
shall affect Employee's rights under any disability plan in which
he is a participant.
(c) By Company For Cause. The
Company may terminate, without liability, the Period of Employment
for Cause (as defined below) at any time with no advance notice to
Employee. The Company shall pay Employee the compensation to which
he is entitled pursuant to Section 2(a) prorated through the date
of termination. Termination shall be for Cause if: (i) because of
any intentional act or failure to act by Employee which, in the
reasonable opinion of the Board, is in bad faith and to the
detriment of the Company or any Affiliated Company; (ii) in the
reasonable opinion of the Board, Employee refuses or fails to act
in accordance with any direction or order of the Board; (iii) in
the reasonable opinion of the Board, Employee shall fail in any
material respect and on a continuing basis to perform
his
duties pursuant
to Section 1 hereof (other than as a result of disability as
provided for in Section 3(b)) and shall not have cured such failure
following thirty (30) days notice from a majority of the members of
the Board; (iv) Employee is convicted of a crime relating to his
employment by the Company or that has a material adverse effect on
the Company or, in the reasonable opinion of the Board, Employee's
ability to perform services hereunder; or (v) because Employee, in
the reasonable opinion of the Board, breaches any material term of
this Agreement, provided the breach continues for a period of five
(5) days after Employee receives written notice of that breach from
the Board. Employee hereby agrees that the Company may terminate
his employment with the Company under this Section 3(c) without
regard (1) to any general or specific policies (whether written or
oral) of the Company relating to the employment or termination of
its employees, or (2) to any statements made to Employee, whether
made orally or contained in any document (other than this
Agreement), pertaining to Employee's relationship with the
Company.
(d) By Employee For Good
Reason. Employee may terminate, without liability, the Period of
Employment for Good Reason (as defined below) upon twenty (20)
days' advance written notice to the Company. The Company shall pay
Employee the compensation to which he is entitled pursuant to
Section 2(a) through the end of the notice period plus the
Severance Benefits (as defined in Section 3(f) below) and
thereafter all obligations of the Company hereunder shall
terminate. Good Reason shall exist if (i) there is an assignment to
the Employee of any duties materially inconsistent with or which
constitute a material change in the Employee's position, duties,
responsibilities, or status with the Company, or a material change
in the Employee's reporting responsibilities, title, or offices; or
removal of the Employee from any of such positions, except in
connection with the termination of the Period of Employment for
Cause, or due to disability, early or normal retirement as defined
by the Company's pension plan, death, or termination of the Period
of Employment by the Employee other than for Good Reason (provided
that removal and/or failure to re-elect Employee to the Board in
accordance with Section 1(c) shall not be deemed Good Reason for
purposes of this Section 3 (d)); (ii) there is a reduction by the
Company in the Employee's annual salary then in effect other than a
reduction similar in percentage to a reduction generally applicable
to similarly situated employees of the Company; or (iii) the
Company acts in any way that would adversely affect the Employee's
participation in or materially reduce the Employee's benefit under
any benefit plan of the
