Exhibit 10.1
April 8, 2009
Richard W. Koe
Dear Rick:
This letter acknowledges that on
February 26, 2009, TigerLogic Corporation (the
“Company”) appointed you as its interim President and
Chief Executive Officer. This letter confirms the terms of your
offer of employment with the Company as its interim President and
Chief Executive Officer. Such terms are as follows:
1. Duties.
The Company acknowledges that you
will continue to serve as the President of Astoria Capital
Management, as the Managing General Partner of Astoria Capital
Partners, L.P., and as a director on the Company’s Board of
Directors during your employment relationship with the Company.
Astoria Capital Management is the General Partner of Astoria
Capital Partners, L.P., a majority stockholder of the Company.
However, you also acknowledge and agree that you will be able to
devote sufficient business time, attention and energies to fulfill
your duties as the President and Chief Executive Officer of the
Company.
2. Base Salary.
You acknowledge and agree that from
February 26, 2009 until March 31, 2009, the Company paid
you the minimum salary basis for your services, less applicable
withholdings. Starting on April 1, 2009, the Company will pay
you an annual base salary of $240,000, less applicable
withholdings, in accordance with the Company’s normal payroll
procedures.
3. Health Benefit Reimbursement Payments
. The Company will reimburse you for the monthly payments that
you make for health insurance coverage for you and your spouse and
your dependents during the period of your employment with the
Company. The Company will make these reimbursement payments to you
consistent with the Company’s normal expense reimbursement
policy, provided that you submit documentation to the Company
substantiating your payments for health insurance coverage. You
shall also be eligible to participate in the Company’s other,
customary, employee benefit plans, including dental, vision, and
disability insurance plans.
4. Vacation. As an officer of the
Company, you shall be designated as an exempt employee. You will
not accrue vacation or sick leave time. Reasonable time away from
work is at your discretion and should be scheduled so as not to
interfere with critical corporate activities or your obligations to
the Company.
5. Severance Following Termination of
Employment. In the event that the Board of Directors
appoints a new President and Chief Executive Officer for the
Company followed by the termination of your employment with the
Company, then, subject to the release requirement and
Section
1
409A provisions prescribed in Appendix A
attached hereto, you shall be entitled to receive a lump sum
severance payment in an amount equal to three (3) months of
your base salary, less applicable withholdings, as in effect
immediately prior to such termination, provided that you and the
Company agree to execute and not revoke a release of claims
agreement in a form acceptable to the Company.
6. At-Will Employment. Your
employment with the Company constitutes “at-will”
employment, and thus your employment relationship with the Company
may be terminated, or you may resign, at any time with or without
reason, notice, or cause. If your employment terminates for any
reason, you shall not be entitled to any payments, benefits,
damages, awards or compensation other than as provided by this
letter agreement, or as may otherwise be established under the
Company’s then existing employee benefit plans or policies as
of the date of termination.
7. Successors. Any successor to the
Company (whether direct or indirect and whether by purchase, lease,
merger, consolidation, liquidation or otherwise) to all or
substantially all of the Company’s business and/or assets
shall assume the Company’s obligations under this letter
agreement and agree expressly to perform the Company’s
obligations under this letter agreement in the same manner and to
the same extent as the Company would be required to perform such
obligations in the absence of a succession. For all purposes under
this letter agreement, the term “Company” shall include
any successor to the Company’s business and/or assets that
executes and delivers the assumption agreement described in this
paragraph or that becomes bound by the terms of this letter
agreement by operation of law. Without the written consent of the
Company, you shall not assign or transfer this letter agreement or
any right or obligation under this letter agreement to any other
person or entity. Notwithstanding the foregoing, the terms of this
letter agreement and all your rights hereunder shall inure to the
benefit of, and be enforceable by, your personal or legal
representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees.
8. Immigration Verification. For
purposes of federal immigration law, you will be required to
provide to the Company documentary evidence of your identity and
eligibility for employment in the United States. Such documentation
must be provided to us within three (3) business days of your
date of hire, or our employment relationship with you may be
terminated.
9. Confidential
Information. As a
Company employee, you will be expected to abide by the
Company’s rules and regulations, and the Company will require
you to sign an acknowledgment that you have read and understand the
Company’s rules of conduct. You also agree to maintain the
confidentiality of all confidential, proprietary, and trade secret
information of the Company and agree, as a cond
