EXECUTIVE EMPLOYMENT AGREEMENTEmployee Secondment Agreement |
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CAPTIVA SOFTWARE CORP | Jim Nicol. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Exhibit 10.23
EXECUTIVE EMPLOYMENT AGREEMENT
This Agreement is dated as of September 14, 2003 between Captiva Software Corporation (the “Company”) and Jim Nicol (“You”). The Parties agree as follows:
1. Title – Supervisor – Duties. Your title is Executive Vice President of Software Development, reporting directly to the Chief Executive Officer (“CEO”) of the Company. You are expected to do and perform all services, acts and duties normally associated with such position. By signing this Agreement, you confirm with the Company that you are under no contractual or other legal obligation that would prohibit you from performing your duties with the Company.
2. Loyal and Conscientious Performance. During your employment with the Company, you shall devote your full business energies, interests, abilities and productive time to the proper and efficient performance of your duties to the Company; provided that, you shall not be precluded from engaging in civic, charitable or religious activities or from serving on a maximum of one outside board of directors and a reasonable number of industry related boards of directors for business purposes, so long as such participation does not present any conflict of interest with the Company or adversely and materially affect your performance of duties for the Company.
3. Base Salary. Your base salary is $210,000 per year, less standard payroll deductions and all required withholdings, payable in regular periodic payments in accordance with Company policy. Your salary will be reviewed by the Compensation Committee of the Board of Directors of the Company (or the full Board, if there is no such committee) (the “Board”) in its discretion and in accordance with Company policy for executives.
4. Benefits. In accordance with Company policy and the terms of the applicable plan documents, you shall be eligible to participate in benefits under any executive benefit plan or arrangement which may be in effect from time to time and made available to the Company’s executive or key management employees, which shall be at least as favorable as the benefits made available to regular, full-time, salaried employees of the Company, except that effective as of the first day of your employment you will be credited with three weeks of Paid Time Off (PTO) and you will immediately begin accruing PTO as if you had already been employed by the Company for a period of two years (i.e., at the rate of four weeks per year).
5. Bonus. In addition to your base salary, you will be eligible to receive a potential bonus in accordance with the terms of the Company’s then current executive compensation or bonus plan, if any, as approved by the Board. Subject to and in accordance with said plan, your initial target bonus on an annual basis shall be $50,000.
6. Stock Option. Subject to approval of the Board, and in connection with commencement of your employment, you will be granted 130,000 options to purchase shares of common stock of the Company at an exercise price per share equal to the closing price per share on the first day of your employment. These options will vest beginning on the first day of the month following the first day of your employment, with 25% vesting one year from said date and the remaining 75% vesting on a quarterly basis over the ensuing 12 quarters. You are further eligible to receive additional grants from time to time at the discretion of the Board (the “Stock Options”). Such Stock Options are subject to the terms and conditions of the particular plan under which the Stock Options were granted, and any additional terms set forth in the Notice of Grant or the Stock Option Agreement(s) delivered to you by the Company following each such grant. Your Stock Options are not affected by this Agreement, except as described specifically in Section 12 below.
7. At Will Employment. Employment with the Company is for no specified period of time. Your employment with the Company will be “at-will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations
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which may have been made to you are superseded by this Agreement. This is the full and complete agreement between you and the Company regarding the nature of your employment. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at-will” nature of your employment may only be changed in an express written agreement signed by you and the Company’s CEO.
8. Termination Without Cause and Resignation for Good Reason. Notwithstanding the at-will nature of your employment relationship, if the Company terminates your employment without Cause (as defined herein) or you resign for Good Reason (as defined in Section 12) regardless of whether or not there has been a change of control, and provided you sign (and do not revoke) a general release of all claims in a form prescribed by the Company (the “Release”) and you return to the Company any and all Company property in your custody or under your control, in addition to payment of any accrued but unpaid base salary, any earned and Board approved bonus payments and any accrued but unused paid time off as of the date of the termination of your employment, the Company will pay you severance benefits as follows: (a) severance payments in the form of continuation of your base salary in effect at the time of your termination, subject to standard payroll deductions and withholdings, for a period of six (6) months following the effective date of the Release; and (b) reimbursement for your monthly premium under COBRA until the earliest of (i) six (6) months following your termination date, or (ii) the date that you begin to receive substantially equivalent health insurance coverage in connection with new employment or self employment; provided that, you are eligible and timely elect continued coverage under COBRA following your termination.
9. Termination and Resignation. If: (a) you resign; (b) your employment is terminated for Cause (as defined herein); (c) your employment hereunder terminates by your death or permanent disability (as defined herein); or (d) the Company terminates your employment without Cause, but you do not sign (or you revoke) the Release, you will receive no additional payments or benefits from the Company other than your accrued but unpaid base salary, earned and Board approved bonus payments and accrued but unused paid time off as of the date of the termination of your employment with the Company.






