Exhibit 10.81
EMPLOYMENT AGREEMENT
This AGREEMENT (the “
Agreement ”) is made as of February 28, 2007 (the
“ Effective Date ”), by and between Business
Objects Americas, a Delaware corporation (the “
Company ”), and Susan Wolfe (the “
Executive ”).
WHEREAS , the Company desires
to continue the employment of the Executive for a transitionary
period on a part time basis while it searches for a new general
counsel and to help integrate the new general counsel into his or
her position;
WHEREAS , the Executive
desires to be employed by the Company to help with such
transition.
NOW THEREFORE , in
consideration of the mutual covenants contained in this Agreement,
the Company and the Executive agree that the Executive shall be
employed by the Company in accordance with the following terms and
conditions:
1.
Duties and Scope of Employment .
a.
Position and Duties . As of the Effective Date, the
Executive will serve as an adviser to the Company. The Executive
shall assist the Company in hiring a new general counsel and
consulting with the new general counsel to assist in the
integration of the new general counsel into the Company. In
addition, the Executive shall consult with the ethics counsel, if
requested by the general counsel or interim general counsel. The
Executive shall report to the general counsel or interim general
counsel, as applicable; provided that with respect to hiring a new
general counsel, Executive will work directly with the Chief
Executive Officer of the Company and the Board of Directors of the
Company.
b.
Business Hours . Executive shall make herself available for
up to fifteen (15) hours per week between the hours of 2 pm
and 5 pm each business day (the “Business Hours”). Upon
mutual agreement between the parties, Executive may be available
for additional hours or at different times.
c.
Location . Executive shall be available by phone during the
Executive’s Business Hours and will, with prior notice,
during Executive’s Business Hours, attend meetings in person
at the Company’s offices in Santa Clara County.
d.
Term . This transitional employment shall terminate three
(3) months after the Effective Date unless the parties
mutually agree to renew Executive’s employment for an
additional three (3) month term. Either party may terminate
Executive’s employment prior to the end of the term without
notice.
2.
At-Will Employment . The parties agree that the
Executive’s employment with the Company is an
“at-will” employment and may be terminated by either
party at any time for any or no reason and with or without prior
notice. The Executive understands and agrees that neither her job
performance nor promotions, commendations, bonuses or the like from
the Company give rise to, or in any way serve as the basis for,
modification, amendment, or extension, by implication or otherwise,
of her employment with the Company. The “at-will”
nature of the Executive’s employment may only be changed by
written agreement of the Executive and a duly authorized member of
the Board.
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Exhibit 10.81
3.
Compensation .
a.
Compensation . The Company shall pay Executive on an hourly
basis of $400 per hour for Executive’s services. The Company
shall pay Executive promptly after Executive has submitted
Executive’s hours worked. Executive shall submit hours worked
every two weeks. All compensation paid to Executive shall be
subject to all required withholding and any payroll deductions
elected by the Executive.
b.
Stock Options and Restricted Stock Units . All outstanding
stock options and restricted stock units shall remain outstanding
and continue to vest during Executive’s employment under the
terms of this Agreement. Upon the termination of Executive’s
employment, the Executive may exercise the vested portion of the
outstanding stock options pursuant to the terms of the applicable
stock option agreements. Regardless of whether Executive is still
performing services as of that date, the options and restricted
stock units shall terminate in their entirety on December 31,
2007; provided, however, if Executive’s employment terminates
earlier, Executive’s options and restricted stock units shall
terminate earlier in accordance with the terms of the applicable
stock option or restricted stock unit agreements, as the case may
be. In no event shall Executive’s period to exercise her
outstanding stock options or vest in her restricted stock units be
extended beyond the terms set forth in the applicable stock option
or restricted stock unit agreements, as the case may be.
c.
Benefits . The Executive will be entitled to participate in
or receive any fringe benefit, retirement, health and welfare, and
other employee benefit plans, policies, or arrangements maintained
by the Company for its employees in effect from time to time in
which the Executive is eligible to participate, subjec
