Exhibit 10.29
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT is
effective as of May 1, 2006 (“Effective Date”),
between BEA Systems, Inc., a Delaware corporation (the
“Company”), and Thomas M. Ashburn
(“Employee”).
R E C I T A L S
A. Employee is an employee of the
Company.
B. Company desires to obtain the
continued 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 continued
employment from the Company upon the following terms and conditions
set forth in this Agreement.
C. Company and Employee wish to
enter into an employment relationship with a written Employment
Agreement intended to supersede all other written and oral
representations regarding Employee’s employment with
Company.
A G R E E M E N T
ACCORDINGLY, THE PARTIES AGREE AS
FOLLOWS:
1. Position, Period of
Employment .
(a) Term . Under this
Agreement, the Company shall employ Employee for a period of one
year following the Effective Date, unless Executive’s
employment is terminated sooner in accordance with Section 3
below.
(b) Position . As of the
Effective Date of this Agreement, Employee shall be employed by
Company to render services to Company in the position of President,
Worldwide Field Operations (or in such other position(s) as the
Company shall designate). Employee shall devote his full time and
attention and his best efforts to the performance of the duties
customarily incident to such position and/or to such other duties
as may be assigned to Employee by the Company. Employee shall abide
by the rules, regulations, and practices of the Company, as adopted
or modified from time to time in the sole discretion of the
Company.
(c) Other Activities . Except
upon the prior written consent of the Company, Employee, during his
employment with the Company, will not (i) accept any other
employment; (ii) engage, directly or indirectly, in any other
business activity (whether or not pursued for
1
pecuniary advantage) that is or may be
competitive with, or that might place him in a competing position
to that of the Company or any Affiliated Company, as determined in
the discretion of the Company; or (iii) engage in any work or
business activity of any kind outside those of the
Company.
(d) Proprietary Information
Agreement; Arbitration Agreement . The Proprietary Information
and Inventions Agreement and Arbitration Agreement dated and
executed by the Employee January 18, 2002 shall continue in
effect during the term of this Agreement and , . Employee’s
obligations under both such agreements shall survive any
termination of this Agreement or of Employee’s
employment.
2. Compensation, Benefits,
Expenses .
(a) Compensation . In
consideration of the services to be rendered hereunder, Employee
shall be paid an annualized base salary of Five Hundred Thousand
Dollars ($ 500,000) (“Annual Salary”), payable at the
times and pursuant to the procedures regularly established, and as
they may be amended, by the Company.
(b) Bonus . Employee shall be
eligible to participate in the Company’s executive bonus plan
at an annualized rate of 75% of Annual Salary (“Bonus”)
for an annual On-Target-Earnings (Annual Salary plus target Bonus)
of $875,000. The actual amount of any Bonus paid to Employee shall
be based on a split between the Company’s Corporate Bonus
Plan (as defined in the FY’07 Corporate Bonus Plan) Document
and the Company’s FY’07 Field Plan. 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 Company thereof designating him as a
participant or granting him a bonus thereunder.
(c) Equity . Employee shall
be granted (a) 150,000 restricted stock units of Company stock
(“RSU”) that vest at the end of the 1 year period ,
such vesting contingent on Employee’s continual, active
employment and having no leaves of absence during such 12 months,
and (b) 75,000 performance- stock options for Company stock
(“Options”) at fair market value on the date of grant
that vest on April 30, 2007, provided that the Company’s
FY’07 Field Plan target of $585.1 million in license bookings
is met or exceeded . This target must be met independent of any
additional company acquisitions or changes in the FY07 Operating
Plan.
(d) Vacation and Benefits .
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. 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
similarly situated employees of the Company, except that Employee
shall not be entitled to any leaves of absence (defined as a
hospitalization or absence due to illness/injury for five or more
days) other than as permitted by the Company’s
CEO.
2
3. Termination of Employment
.
(a) At-Will Employment .
Employee’s employment with Company shall be at-will, which
means either Employee or Company may terminate his employment at
any time, with or without notice, and with or without cause.
However, the Company will provide at least 14 days notice to
Employee of any termination without Cause, as defined below. The
at-will nature of Employee’s employment may not be changed
except in an express written agreement signed by Employee and the
Company’s Chief Executive Officer or Chief Financial
Officer.
(b) Change in Control
Agreement. Employee’s Change in Control Agreement with
the Company, as amended, dated November 1, 2003 shall continue
in accordance with its terms and shall not be effected by this
Employment Agreement.
(c) Termination with Cause .
The Company may immediately terminate Employee’s employment
under this Agreement for “Cause” if: (i) Employee
engages in mate
