Exhibit 10.34
TALEO CORPORATION
AMENDMENT TO EMPLOYMENT
AGREEMENT
This Amendment to the Employment Agreement (the
“Amendment”) is made as of December 30, 2008, by
and between Taleo Corporation (the “Company”), and Neil
Hudspith (“Executive”).
RECITALS
WHEREAS , the Company and
Executive are parties to a Neil Hudspith Employment Agreement dated
May 1, 2008 (the “Agreement”); and
WHEREAS , the Company and
Executive desire to amend certain provisions of the Agreement in
order to come into compliance with Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”), and
any final regulations and official guidance promulgated thereunder
(together, “Section 409A”), as set forth
below.
NOW, THEREFORE, BE IT RESOLVED
, the Company and Executive agree
that in consideration of the foregoing and the promises and
covenants contained herein, the parties agree as
follows:
AGREEMENT
1.
Car Allowance . Section 3(d) of the Agreement
entitled “Car Allowance” shall be amended and restated
in its entirety to provide as follows:
“Subject to Executive
remaining an employee of the Company through each payment date, for
a period of two (2) years, Executive will receive an annual car
allowance of $12,000.00 USD, less Withholdings. Such car allowance
will be paid periodically in accordance with the Company’s
normal payroll practices as in effect from time to time (but no
less frequently than once per month).”
2.
Relocation
Expense Reimbursement . The following sentence shall
be added to Section 3(e) of the Agreement entitled “Relocated
Related Reimbursements,” immediately following the last
sentence of Section 3(e):
“Such tax gross up payments,
if any, will be paid be no later than the end of the calendar year
immediately following the calendar year in which Executive remits
the related taxes.”
3.
Severance . Sections 6(a) through 6(c) of the
Agreement shall be amended and restated in their entirety to
provide as follows:
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If Company or a
successor corporation terminates Executive’s employment for
any reason other than Cause (as defined below) or if Executive
resigns for Good Reason (as defined below) then Company or the
successor corporation will (1) pay prorated bonuses for any
partially completed bonus periods through Executives termination
date (at an assumed 100% on-target achievement of goal), less
Withholding, (2) pay a lump sum equal to six (6) months of
Executive’s Base Salary at the rate in effect at the time of
Executive’s resignation or termination of employment, less
Withholding, and (3) if Executive elects to continue
Executive’s health insurance coverage under the Consolidated
Omnibus Budget Reconciliation Act (“COBRA”) following
such termination or resignation of Executive’s employment,
pay the same portion of Executive’s monthly premium under
COBRA as it pays for active employees until the earliest of
(i) the close of the 6 month period following the termination
of Executive’s employment, (ii) the expiration of
Executive’s continuation coverage under COBRA, or
(iii) the date when Executive becomes eligible for
substantially equivalent health insurance coverage in connection
with new employment or self-employment.
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If Company or a
successor corporation terminates Executive’s employment for
any reason other than Cause (as defined below) or if Executive
resigns for Good Reason (as defined below) and either such event
takes place within one year following a Change in Control (as
defined below), then Company or the successor corporation will (1)
pay prorated bonuses for any partially completed bonus periods
through Executives termination date (at an assumed 100% on-target
achievement of goal), less Withholding, (2) pay a lump sum equal to
twelve (12) months of Executive’s Base Salary at the rate in
effect at the time of Executive’s resignation or termination
of employment, less Withholding, (3) pay bonuses (at an assumed
100% on-target achievement of goal) at the rate in effect at the
time of Executive’s resignation or termination of employment
for a period of 12 months from the date of Executive’s
resignation or termination of employment (bonuses will be prorated
for any partially completed bonus periods through the 12 month
period from the date of Executive’s resignation or
termination of employment), less Withholding, and (4) if Executive
elects to continue Executive’s health insurance coverage
under the Consolidated Omnibus Budget Reconciliation Act
(“COBRA”) following such termination or resignation of
Executive’s employment, pay the same portion of
Executive’s monthly premium under COBRA as it pays for active
employees until the earliest of (i) the close of the 12 month
period following the termination of Executive’s employment,
(ii) the expiration of Executive’s continuation coverage
under COBRA, or (iii) the date when Executive becomes eligible
for substantially equivalent health insurance coverage in
connection with new employment or self-employment.
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All benefits
set forth in Sections 6(a) and 6(b) are collectively referred to as
“Severance.” Subject to Section 7(a) and to
any required six (6) month delay pursuant to Section 13, Severance
payments, other than reimbursements of COBRA premiums, shall be
made by Company in one lump sum and shall be paid within thirty
(30) days of any such termination of employment.”
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4.
Release of
Claims . Section 7(a) of the Agreement entitled
“Separation Agreement and Release of Claims” shall be
amended and restated in its entirety to provide as
follows:
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Separation
Agreement and Release of Claims . The receipt of any severance
pursuant to this Agreement will be subject to Executive signing and
not revoking a separation agreement and release of claims (the
“Release”) in a form reasonably acceptable to the
Company which becomes effective within sixty (60) days following
Executive’s employment termination date or such earlier date
as required by the Release (such deadline, the “Release
Deadline”). The Release will provide (among other
things) that Executive will not disparage the Company, its
directors, or its executive officers, and will contain
No-Inducement, No-Solicit and Non-Compete terms consistent with
this Agreement. No severance pursuant to this Agreement
will be paid or provided until the Release becomes
effective. Notwithstanding any timing of payment
provision in Section 6, in the event severance payments
provid
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