EXECUTIVE EMPLOYMENT
AGREEMENT
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.
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1.1
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Definitions. In this Agreement, the following
capitalized terms have the following meanings:
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(a)
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“ 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.
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(b)
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“ Base Grant ”
has the meaning set out in Section 3.4.
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(c)
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“ Board ” means
the board of directors of Corel Corporation.
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(d)
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“ EBITDA ” has
the meaning set out in Section 3.2 .
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(e)
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“Plan”
means the 2006 Corel
Corporation Equity Plan as amended from time to time.
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(f)
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“ Salary ” has
the meaning set out in Section 3.1.
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(g)
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“ Shares ” means
Class A common shares of the Corporation.
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(h)
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“ Term ” means
the period from the Start Date to the Termination Date.
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(i)
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“ 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
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Corel
Corporation Executive Employment Agreement
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Page 2 of 9
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notice or any period of deemed
employment and “terminate” and “terminated”
have corresponding meanings.
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1.2
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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.
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1.3
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Deductions and
Withholdings. The payments to the Executive set
out in this Agreement are subject to applicable deductions and
withholdings.
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1.4
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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.
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1.5
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Currency . Unless otherwise indicated, all
dollar amounts referred to in this Agreement are in United States
currency.
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1.6
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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.
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2.
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Term and Duties
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2.1
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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 ”).
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2.2
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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.
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2.3
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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.
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2.4
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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.
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Corel
Corporation Executive Employment Agreement
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Page 3 of 9
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2.5
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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.
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3.
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Compensation
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3.1
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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 ”).
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3.2
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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.
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3.3
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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.
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3.4
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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.
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3.5
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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.
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4.
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Expenses, Benefits and
Vacation
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4.1
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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
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Corel
Corporation Executive Employment Agreement
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Page 4 of 9
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satisfactory to the Corporation and
in accordance with the Corporation’s policies in effect from
time to time.
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4.2
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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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