Exhibit 10.33
TALEO CORPORATION
AMENDMENT TO EMPLOYMENT
AGREEMENT
This Amendment to the Contract of Employment
(the “Amendment”) is made as of December 24, 2008,
by and between Taleo Corporation (the “Company”), and
Guy Gauvin (“Executive”).
RECITALS
WHEREAS , the Company and
Executive are parties to a Contract of Employment dated
March 8, 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”), in case Executive becomes
subject to U.S. tax law such that his compensation becomes or may
become subject to 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.
An Appendix A
shall be added to the Agreement as follows:
“ Appendix
A
Notwithstanding anything to the contrary set
forth in the Agreement, in the event that Executive becomes subject
to U.S. taxation such that Executive becomes or may become subject
to Section 409A of the Internal Revenue Code of 1986, as amended,
and any final regulations and official guidance promulgated
thereunder (together, “Section 409A”), the
following terms and conditions shall apply to this
Agreement. For the avoidance of doubt, this Appendix
A shall not become effective so long as Executive is not
subject to U.S. taxation or otherwise is exempt from the
requirements of Section 409A. Reference to any Section
of the Agreement referenced in this Appendix A shall be in
reference to such Section as amended herein.
A.
Bonus Opportunity . The following sentence is
added to Section 3.2 of the Agreement entitled “Bonus,”
immediately following the last sentence of Section 3.2 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 Taleo’s fiscal year in which such bonus is
earned, or (ii) the end of the calendar year in which such bonus is
earned.”
B.
Severance . Sections 6.1 through 6.3 of the
Agreement are amended and restated in their entirety to provide as
follows:
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If Taleo 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 Taleo 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 any
applicable state and/or provincial and federal required withholding
amounts and other lawful deductions, (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 any applicable state and/or provincial and
federal required withholding amounts and other lawful deductions,
and (3) Taleo will reimburse Executive for any applicable premiums
Executive pays for coverage for Executive and Executive’s
eligible dependents for substantially the same health insurance
coverage as provided by the Taleo plan for a period of 12 months
following the termination of Executive’s employment, or 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 Taleo 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 Taleo 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 any applicable state and/or provincial
and federal required withholding amounts and other lawful
deductions, (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
any applicable state and/or provincial 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/or
provincial and federal required withholding amounts and other
lawful deductions, and (4) Taleo will reimburse Executive for any
applicable premiums Executive pays for coverage for Executive and
Executive’s eligible dependents for substantially the same
health insurance coverage as provided by the Taleo plan for a
period of 12 months following the termination of Executive’s
employment, or 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 6.1 and 6.2 are collectively referred to as
“Severance.” Subject to Section 6.13 and to
any require
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