EXHIBIT 10.14
EMPLOYMENT AGREEMENT
THIS AGREEMENT, is entered
into as of January 12, 1998, between SkillSoft Corporation, a
Delaware corporation (the "Company"), and Mark Townsend
("Employee").
R
E C I T A L S
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
Vice President-Product Development. 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,
Expenses.
(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
$6,042 (six thousand forty-two 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 the Company 600,000 shares of the Company's
Common Stock upon the terms and conditions set forth in that
certain Restricted 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) Expenses. 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 pla
