Exhibit 10.2
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment
(“Amendment”) to the Employment Agreement entered into
between Mr. Divesh Sisodraker
(“Mr. Sisodraker”) and Taleo Corporation (the
“Company”) on March 8, 2006 (the
“Agreement”) is made by and between Mr. Sisodraker
and the Company as of July 7, 2006 (Mr. Sisodraker and the
Company are collectively referred to as the
“Parties”):
WHEREAS, Mr. Sisodraker is the
Executive Vice President and Chief Financial Officer of the
Company;
WHEREAS, Mr. Sisodraker has
elected to voluntarily terminate his employment with the Company
and has provided the company with notice that his termination will
be effective not later than December 31, 2006;
WHEREAS, Mr. Sisodraker has
agreed to assist in the process of identifying a replacement and in
transitioning his duties to such replacement;
NOW THEREFORE, in consideration of
the promises made herein, the Parties hereby agree to amend the
Agreement as set forth below and agree to such other terms
regarding Mr. Sisodraker’s employment separation as are
set forth below:
1. Term of Employment .
Mr. Sisodraker’s Agreement with the Company shall
terminate and Mr. Sisodraker’s employment with the
Company shall terminate no later than December 31, 2006
(“Employment Period”). During the Employment Period
Mr. Sisodraker shall fulfill his current employment
responsibilities with reasonable diligence and, upon the hiring of
his replacement, shall use all reasonable diligence at the request
of the Company’s Board, CEO or CFO to smoothly transition the
role of Chief Financial Officer to his replacement.
Mr. Sisodraker’s current salary and bonus shall not be
decreased during the remaining term of his employment with the
Company.
2. The text of Section 7(a) of
the Agreement is hereby deleted in its entirety and replaced with
the following text:
If Company terminates
Executive’s employment for any reason other than Cause (as
defined below) or if Executive resigns for Good Reason (as defined
below) prior to December 31, 2006, then Company 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
federal required withholding amounts and other lawful deductions,
(2) continue to pay Executive’s Base Salary at the rate
in effect at the time of Executive’s resignation or
termination of employment for the period through December 31,
2006, less any applicable state and federal required withholding
amounts and other lawful deductions, and (3) reimburse
Mr. Sisodraker for any applicable premiums Mr. Sisodraker
pays for coverage for his and his eligible dependents for
substantially the same health insurance coverage as provided by the
Company plan through December 31, 2006 or the date when
Mr. Sisodraker becomes eligible for substantially equivalent
health insurance coverage in connection with new employment or
self-employment..
3. The text of Section 7(d) of
the Agreement is hereby deleted in its entirety and replaced with
the following text:
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In addition to Severance, in the
event that Company terminates Executive’s employment for any
reason other than Cause (as defined below) or if Executive resigns
for Good Reason (as defined below) prior to December 31, 2006,
and either such event did not take place within one
year following a Change in Control (as defined below), then
Executive will receive immediate vesting with respect to the number
of options that would have vested in accordance with
Executive’s then-current stock option grants had Executive
remained employed through December 31, 2006. In the event of
Executive’s termination of employment as described in this
subsection (d), the Executive’s then vested stock options
shall be exercisable for 3 months after Executive’s date
of termination. Notwithstanding the foregoing, in no case shall any
option be exercisable after the expiration of its term.
With respect to the performance
shares granted to Mr. Sisodraker on May 31, 2006, vesting
shall be in accordance with the vesting schedule set forth in the
Performance Share Agreement entered into by the Parties and
summarized below:
(i) One-hundred percent (100%) of the
Performance Shares shall vest on January 2, 2007, subject to
Mr. Sisodraker’s remaining a Service Provider (as
defined in the 2004 Stock plan) through December 31,
2006.
(ii) Notwithstanding the foregoing,
should Mr. Sisodraker cease to be a Service Provider as a
result of his termination of service by the Company without Cause
prior to December 31, 2006, one-hundred percent (100%) of the
Performance Shares shall vest on January 2, 2007.
(iii) Notwithstanding the foregoing,
should Mr. Sisodraker cease to be a Service Provider as a
result of his resignation from service after the completion of the
Company’s second quarter of fiscal year 2006, but prior to
completion of the third quarter of fiscal year 2006, a total of
4,000 Performance Shares shall vest on January 2, 2007.
(iv) Notwithstanding the foregoing,
should Mr. Sisodraker cease to be a Service Provider as a
result of his resignation from service after the completion of the
Company’s third quarter of fiscal year 2006, but prior to
December 31, 2006, a total of 7,000 Performance Shares shall
vest on January 2, 2007.
4. The text of Section 7(g) of
the Agreement is hereby deleted in its entirety and replaced with
the following text:
For purposes of this Section 7,
“Good Reason” means without Executive’s consent,
a reduction of Executive&
