Exhibit 10.32
TALEO CORPORATION
AMENDMENT TO EMPLOYMENT
AGREEMENT
This Amendment to the Employment Agreement (the
“Amendment”) is made as of December 26, 2008, by
and between Taleo Corporation (the “Company”), and Katy
Murray (“Executive”).
RECITALS
WHEREAS , the Company and
Executive are parties to a Katy Murray Employment Agreement dated
August 4, 2006 (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.
Bonus
Opportunity . The following sentence shall be added
to Section 3(b) of the Agreement entitled “Bonus,”
immediately following the last sentence of Section 3(b) of the
Agreement:
“Bonus
payments, if any, will be made no later than the 15
th day of the third month following the later of
(i) the end of the Company’s fiscal year in which such bonus
is earned, or (ii) the end of the calendar year in which such bonus
is earned.”
2.
Relocation Expense Reimbursement . The following
sentence shall be added to Section 6 of the Agreement entitled
“Relocation Reimbursement,” immediately following the
last sentence of Section 6 of the Agreement:
“It is
the understanding of the Company and Executive that in order for
Executive to receive such relocation reimbursement payments,
Executive must be an employee through the date of each such
payment.”
3.
Severance . Sections 7(a) through 7(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 Executive’s
termination date (at an assumed 100% on-target achievement of
goal), less any applicable state and federal required withholding
amounts and other lawful deductions, (2) pay 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
any applicable state and federal required withholding amounts and
other lawful deductions, 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 Executive’s termination date (at an assumed 100%
on-target achievement of goal), less any applicable state and
federal required withholding amounts and other lawful deductions,
(2) pay 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 any applicable state and federal
required withholding amounts and other lawful deductions, (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 any applicable state
and federal required withholding amounts and other lawful
deductions, 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 7(a) and 7(b) are collectively referred to as
“Severance.” Subject to Section 8(a) and to
any required six (6) month delay pursuant to Section 15, Severance
payments, other than reimbursements of COBRA premiums, shall be
made by the 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 8(a) of the Agreement
entitled “Se
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