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EXECUTIVE EMPLOYMENT AGREEMENT Effective May 8 , 2008 (this " Agreement ")

Employee Retention Agreement

EXECUTIVE EMPLOYMENT AGREEMENT Effective May 8 , 2008 (this You are currently viewing:
This Employee Retention Agreement involves

COREL CORP | Corel Inc

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Title: EXECUTIVE EMPLOYMENT AGREEMENT Effective May 8 , 2008 (this " Agreement ")
Governing Law: California     Date: 2/9/2009
Industry: Misc. Capital Goods     Sector: Capital Goods

EXECUTIVE EMPLOYMENT AGREEMENT Effective May 8 , 2008 (this
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Exhibit 10.6

EXECUTIVE EMPLOYMENT AGREEMENT

Effective May 8 , 2008

(this “ Agreement ”)

B E T W E E N:

Corel Inc.

(the “ Corporation ”)

- and -

Kris Hagerman

(the “ Executive ”)

      WHEREAS the Corporation wishes to employ the Executive and the Executive wishes to become an employee of the Corporation;

      AND WHEREAS the Corporation and the Executive agree that it is desirable to enter into this Agreement to specify the terms and conditions of the Executive’s employment with the Corporation;

      NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Corporation and the Executive agree as follows.

1.

 

Interpretation

1.1

 

Definitions. In this Agreement, the following capitalized terms have the following meanings:

 

 

(a)

 

Affiliate ” means an affiliated entity and as defined in Ontario Securities Commission Rule 45-501 and “controlled” has the meaning given in that Rule, as amended or replaced from time to time, and “affiliated” has a corresponding meaning.

 

 

(b)

 

Base Grant ” has the meaning set out in Section 3.4.

 

 

(c)

 

Board ” means the board of directors of Corel Corporation.

 

 

(d)

 

EBITDA ” has the meaning set out in Section 3.2 .

 

 

(e)

 

“Plan” means the 2006 Corel Corporation Equity Plan as amended from time to time.

 

 

(f)

 

Salary ” has the meaning set out in Section 3.1.

 

 

(g)

 

Shares ” means Class A common shares of the Corporation.

 

 

(h)

 

Term ” means the period from the Start Date to the Termination Date.

 

 

(i)

 

Termination Date ” means the date set out in Section 2.1 and is the Executive’s last day of active employment and does not include any period of statutory or reasonable

 


 

Corel Corporation Executive Employment Agreement

 

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notice or any period of deemed employment and “terminate” and “terminated” have corresponding meanings.

1.2

 

Headings, Sections and Plural. The inclusion of headings in this Agreement is for convenience of reference only and shall not affect its construction or interpretation. Throughout this Agreement, whenever required by context, words importing the singular include the plural and vice versa . In this Agreement, references to “Sections” or to “Schedules” are references to sections in or schedules to this Agreement, unless expressly stated otherwise.

 

1.3

 

Deductions and Withholdings. The payments to the Executive set out in this Agreement are subject to applicable deductions and withholdings.

 

1.4

 

Benefit Contributions and Participation. The Corporation’s contributions to, the Executive’s participation in, and any conversion of, the group benefit plans as set out in this Agreement are subject to the terms and conditions of the benefit plans, and changes to or cancellations of such plans over time, as may be made with such notice to the Executive as is practical in the circumstances, and in the sole discretion of the Corporation.

 

1.5

 

Currency . Unless otherwise indicated, all dollar amounts referred to in this Agreement are in United States currency.

 

1.6

 

Prevailing Agreement. In the event of any inconsistencies between this Agreement and the Plan, the provisions in this Agreement supersede the Plan to the extent of such inconsistencies.

 

2.

 

Term and Duties

 

2.1

 

Start Date and Term. The Corporation agrees to employ the Executive and the Executive agrees to become employed with the Corporation on the terms and conditions set out in this Agreement commencing on May 8, 2008 (the “ Start Date ”). The Executive’s employment ends on the earliest of: (i) the date his employment is terminated pursuant to this Agreement; (ii) the first anniversary of the Start Date (unless the parties enter into a written agreement to extend this date); or (iii) the date a new Chief Executive Officer of the Corporation commences employment (the “ Termination Date ”).

 

2.2

 

Position. The Executive will serve in an executive capacity as the Interim Chief Executive Officer of Corel Corporation and in such other capacities as may be agreed upon by the Corporation and the Executive from time to time.

 

2.3

 

Duties. The Executive will perform the duties customarily performed in his position including, without limitation, regularly reporting his activities and the results thereof to the Board. The Executive agrees to serve as a director of the Corporation and its Affiliates if an as requested by the Corporation in good faith and without compensation other than as set out in Section 3.

 

2.4

 

Good Faith. The Executive shall devote his full business time and attention to the affairs of the Corporation and will use his best efforts, skills and abilities to honestly, faithfully, diligently and in good faith promote the Corporation’s best interests, and he shall not have any interests that conflict with those of the Corporation. The Executive shall observe and abide by the policies of the Corporation in effect from time to time.

 


 

Corel Corporation Executive Employment Agreement

 

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2.5

 

Third Party Obligations. The Executive represents and warrants that he honestly and reasonably believes after proper enquiry, that his obligations under this Agreement will not breach any obligations the Executive owes to third parties, including any of the Executive’s former employers and the Executive represents and warrants that he has provided to the Corporation all documents, agreements and correspondence relating to any such obligations and that at the date hereof, he is not aware of any claims or threatened claims that he has breached any such obligations in connection with his obligations under this Agreement.

 

3.

 

Compensation

 

3.1

 

Base Salary. The Corporation agrees to pay the Executive an annual base salary of US $600,000.00, payable in accordance with the Corporation’s payroll practices in effect from time to time, subject to annual review and to increase as determined by the Board (“ Salary ”).

 

3.2

 

Discretionary Bonus. The Executive will be eligible to participate in the Corporation’s annual bonus plan with a target bonus of $400,000 of Salary for the achievement of all targets. Any bonus payment is subject to achievement by the Executive of the performance targets established by the Board. The Executive’s bonus targets, linearity and acceleration will be consistent with those established for other executives of the Corporation. Currently, the performance targets are based on a combination of revenue targets and target earnings before interest, tax, depreciation and amortization (“ EBITDA ”). To be eligible for the bonus payment, the Executive must have been actively employed throughout the fiscal year in respect of which his performance was assessed, unless provided otherwise in this Agreement. Notwithstanding the above, the Executive’s bonus for the period from the Start Date to August 31, 2008 will be paid out at the 100% payout level.

 

3.3

 

Share Based Compensation Plan Participation. The Executive will be eligible to participate in the Plan and such other share based incentive plans or similar plans as may be established for senior executives by the Corporation. All options granted to the Executive are governed by the terms and conditions of the Plan, including any restrictions on exercise of options and any requirements to agree to conditions, restrictions or agreements set out in the Plan, except as expressly provided otherwise in this Agreement.

 

3.4

 

Grant of Options. On the Start Date, the Corporation will grant to the Executive options to acquire 326,760 Shares (equivalent to 1.25% of the Company ) of Corel Corporation (the “ Base Grant ”), subject to the terms and conditions set out in this Agreement and the Plan. The Base Grant of options will have an exercise price of equal to fair market value as at the Start Date. The Base Grant of options will be exercisable as to 8.33% on and after the end of each month after the Start Date.

 

3.5

 

Payments for Distributions on Base Grant of Options. If dividends or other distributions are paid on Shares of the Corporation at a time when the Executive holds unexercised options under the Base Grant of options, the Corporation will provide the Executive with a payment equivalent to distributions the Executive would have been eligible to receive had the Base Grant of options been exercised.

 

4.

 

Expenses, Benefits and Vacation

 

4.1

 

General Expenses. The Corporation will reimburse the Executive for his reasonable and approved business expenses, including travel expenses, incurred by him in connection with the performance of his duties under this Agreement, upon providing appropriate receipts

 


 

Corel Corporation Executive Employment Agreement

 

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satisfactory to the Corporation and in accordance with the Corporation’s policies in effect from time to time.

 

4.2

 

Benefit Plans. The Executive will be eligible to participate in the group benefit plans available to employees of the Corporation from time to time, subject to Section 1.4. To the extent permitted by the insurers, the Corporation will request the waiver of the waiting periods for participating in the benefit plans, subject to the Executive’s pre-existing conditions.

 

 
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