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Exhibit
10.2
EMPLOYMENT
AGREEMENT
THIS AGREEMENT (the
“Agreement”) is made as of March 10, 2008, among
Syniverse Technologies, Inc., a Delaware corporation (the “
Company”), Syniverse Holdings, Inc., a Delaware corporation
(“ Parent “), and Alfredo T. De Cardenas
(“Executive”).
WHEREAS, the services of
Executive and his managerial and professional experience are of
value to the Company; and
WHEREAS the Company desires
to employ Executive as its Executive Vice President, North America
upon the terms and conditions set forth herein.
NOW THEREFORE, in
consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as
follows:
1. Employment. The Company
shall employ Executive, and Executive hereby accepts employment
with the Company, upon the terms and conditions set forth in this
Agreement. The effective date of this Agreement shall be
March 31, 2008 (the “Effective Date”). The term of
Executive’s employment under this Agreement (the
“Employment Period”) shall end upon the termination of
Executive’s employment with the Company in accordance with
the terms hereof.
2. Position and
Duties.
(a) During the Employment
Period, Executive shall serve as an Executive Vice President, North
America and shall have the normal duties, responsibilities,
functions and authority of such position, subject to the power and
authority of the Company’s Board of Directors (the “
Board “) and the Company’s Chief Executive Officer and
President to expand or limit such duties, responsibilities,
functions and authority and the power and authority of the Board to
overrule actions of officers of the Company; provided that such
permitted limitations may, nevertheless, constitute “Good
Reason” under Section 8 . During the Employment Period,
Executive shall render services to the Company and its Affiliates
which are consistent with Executive’s position as the Board
may from time to time direct.
(b) During the Employment
Period, Executive shall report to the Chief Executive Officer and
President of the Company and shall devote his best efforts and his
full business time and attention (except for permitted vacation
periods and reasonable periods of illness or other incapacity) to
the business and affairs of the Company and its Affiliates.
Executive shall perform his duties, responsibilities and functions
to the Company and its Affiliates hereunder to the best of his
abilities in a diligent, trustworthy,
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professional and efficient manner and
shall comply with the Company’s and its Affiliates’
policies and procedures in all material respects. In performing his
duties and exercising his authority under the Agreement, Executive
shall help develop, support and implement the business and
strategic plans approved from time to time by the Board. During the
Employment Period, Executive shall not accept other employment,
serve as an officer or director of, or otherwise perform services
for compensation for, any other entity without the prior written
consent of the Board. The Company and Executive agree that
Executive’s principal location of employment with the Company
shall be at the Company’s headquarters in Tampa, Florida and
Executive agrees to use best efforts to establish primary residence
in the Tampa, Florida area within six (6) months following the
Effective Date.
3. Compensation and
Benefits.
(a) During the Employment
Period, Executive’s base salary shall be Three Hundred and
Fifty Thousand Dollars ($350,000) per annum (as adjusted from time
to time as provided below, the “ Base Salary “), which
salary shall be payable by the Company in regular installments in
accordance with the Company’s general payroll practices (in
effect from time to time). The Compensation Committee of the Board
of Directors of Parent (the “ Compensation Committee “)
shall review the Base Salary each year during the Term hereof, and
Executive may receive increases in his Base Salary from time to
time, based upon his performance, subject to approval of the
Compensation Committee. In addition, during the Employment Period,
Executive shall be entitled to participate in the Company’s
employee benefit programs for which other senior executive
employees of the Company are generally eligible. The Company
reserves the right to cancel or change the benefit plans and
programs it offers to its employees at any time.
(b) In addition to Base
Salary, Executive will have an opportunity to earn a cash bonus
each year, commencing with calendar year 2008, as determined by the
Compensation Committee, with a target annual bonus equal to sixty
percent (60%) of Executive’s Base Salary (the
“Target Bonus”) based upon the achievement with respect
to any calendar year of performance objectives as approved by the
Compensation Committee (the “Target Bonus Objectives”).
The Target Bonus Objectives will be financial and may include other
objective targets that the Compensation Committee reasonably
believes are reasonably attainable at the time that they are set.
Such bonus amounts, if any, shall be payable within 100 days
following the end of each calendar year at such time as other
executive officer bonuses are paid and, except as otherwise
provided in Section 4 , so long as Executive was in the employ
of the Company on December 31 of the calendar year on which
the Target Bonus is based. Executive’s bonus eligibility for
2008 will be for the full calendar year.
(c) Subject to the approval
of the Board of Directors and consistent with the Syniverse
Holdings, Inc. 2006 Long-Term Equity Incentive Plan (the “
Plan “), and on each subsequent anniversary of the Effective
Date, so long as Executive remains in the employ of the Company on
each such date (each, an “Issuance Date “), up to
and
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including the fourth
anniversary of the Effective Date, Executive shall be granted a
nonqualified option under the Plan (the “Options”) to
purchase 40,000 shares of Syniverse Holdings, Inc. common stock,
par value $.001 per share (the “Common Stock”),
resulting in grants of Options to purchase a total of 200,000
shares of Common Stock. The per share exercise price shall be the
closing price of the Common Stock on the applicable Issuance Date
and, each Option shall vest, subject to Executive’s continued
employment on the applicable vesting dates, in three equal annual
installments of 33 1 /3%
commencing on the first anniversary of the Effective Date. Each
Option will have a term of ten (10) years, subject (except as
otherwise provided in or pursuant to Sections 4(b), 4(d) or 4(e) )
to earlier expiration in the event of the termination of
Executive’s employment.
(d) Subject to the approval
of the Board of Directors, Executive shall be granted a one-time
restricted stock award (the “Restricted Stock Grant”)
of 40,000 shares of Common Stock. Except as otherwise provided in
or pursuant to Sections 4(b), 4(d) or 4(e) , the Restricted Stock
Grant shall vest in five equal annual installments (i.e., 20% of
the shares subject to the award) on each of the first, second,
third, fourth and fifth anniversary of the Effective Date, so that
the Restricted Stock Grant will be fully vested and exercisable
five (5) years from the Effective Date, subject (except as
otherwise provided in or pursuant to Sections 4(b), 4(d) or 4(e) )
to Executive’s continued employment with the Company on the
relevant vesting dates. No right to any restricted stock shares
subject to the award received by the Executive shall be earned or
accrued except at such times and to such extent as vesting of such
respective shares occurs pursuant to the terms of this Agreement.
Subject to the terms of this Agreement, the shares subject to the
Restricted Stock Grant shall be evidenced by the Company’s
standard form of restricted stock agreement.
(e) Upon the consummation of
a Sale of the Company, all Options and shares of Common Stock
subject to the Restricted Stock Grant that have not yet become
vested shall automatically (and without any further action required
on Executive’s part or the part of Parent or the Company)
become vested at the time of such event, if as of the date of such
event, Executive is employed by the Company; provided that in the
event that Executive’s employment is terminated without Cause
or Executive resigns with Good Reason within 180 days prior to the
date of such event, all Options and shares of Common Stock subject
to the Restricted Stock Grant that have not yet become vested shall
automatically (and without any further action required on
Executive’s part or the part of Parent or the Company) become
vested at the time of such event.
(f) The Company shall
reimburse Executive for all reasonable business expenses incurred
by him in the course of performing his duties and responsibilities
under this Agreement which are consistent with the Company’s
policies in effect from time to time with respect to travel,
entertainment and other business expenses, subject to the
Company’s requirements with respect to reporting and
documentation of such expenses.
(g) On request by the
executive and as soon as reasonably practicable following the
Effective Date, Executive will receive a one-time lump-sum bonus
payment in the gross
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amount of $200,000, payable in
accordance with the Company’s customary payroll practice, as
compensation or reimbursement for all moving, transition and
relocation expenses. In the event Executive voluntarily resigns
without Good Reason within two years following the Effective Date
of this Agreement, Executive will reimburse Syniverse Technologies,
Inc., on a prorated basis less any taxes Executive paid in
connection with his receipt of the within bonus.
(h) The Company shall
reimburse Executive for all reasonable temporary living expenses
for up to three months, subject to the Company’s requirements
with respect to reporting and documentation of such
expenses.
(i) All amounts payable to
Executive as compensation hereunder, including, without limitation,
the Options and the Restricted Stock Grant, shall be subject to all
required and customary withholding by the Company as provided in
Section 18 herein.
4. Termination.
(a) Executive’s
employment with the Company may be terminated for Cause at any time
by the Company provided that no termination for Cause shall be
treated as such until the 15th day following the date on which the
Company has provided notice to Executive of the Board’s
decision to terminate Executive for Cause (such notice to include
reasons for the Board’s decision) and within such 15-day
period Executive is provided a reasonable opportunity to address
the Board; provided further that the Company reserves the right to
require that Executive not report to work or otherwise perform any
duties during such 15-day period. . Upon such a termination, the
Company shall have no obligation to Executive other than the
payment of Executive’s earned and unpaid compensation to the
effective date of such termination and as provided in
Section 4(f).
(b) If during the Employment
Period, Executive shall become ill, mentally or physically
disabled, or otherwise incapacitated so as to be unable regularly
to perform the duties of his position for a period in excess of
twelve (12) weeks (“Permanent Disability “), then
the Company shall have the right to replace the Executive. If the
Executive maintains the Permanent Disability for a period exceeding
twenty-six weeks then the Company shall have the right to terminate
Executive’s employment with the Company upon written notice
to Executive. In the event of Executive’s death or in the
event the Company terminates Executive’s employment as a
result of his Permanent Disability, Executive or Executive’s
estate shall be entitled to the benefits that he would have been
entitled to receive if Executive’s employment had been
terminated by the Company without Cause pursuant to
Section 4(d) (subject to the provisos and conditions set forth
therein); provided , however , that, except as provided in
Sections 4(d) and (f) , the Company shall have no other
obligation to Executive or Executive’s estate pursuant to
this Agreement in the event of Executive’s death or in the
event that Executive’s employment with the Company is
terminated as a result of his Permanent Disability.
(c) Executive may voluntarily
resign from his employment with the Company without Good Reason,
provided that Executive shall provide the Company with
thirty
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(30) days advance written notice
(which notice requirement may be waived, in whole or in part, by
the Company in its sole discretion) of his intent to terminate.
Upon such a termination, the Company shall have no obligation other
than the payment of Executive’s earned but unpaid
compensation to the effective date of such termination and as
provided in Section 4(f) .
(d) Executive’s
employment with the Company may be terminated at any time by the
Company without Cause. If the Company terminates Executive’s
employment without Cause, the Company shall have the following
obligations to Executive (but excluding any other obligation,
except as provided in Section 4(f), to Executive pursuant to
this Agreement):
(i) The continuation of his
Base Salary, as severance, (subject to the Executive signing a
release document in a form substantially similar in all material
aspects to the Form Release attached hereto) payable in accordance
with the Company’s general payroll practices (in effect from
time to time) for a period commencing on the date of termination
and ending 12 (twelve) months from the date of termination (the
“Severance Period”);
(ii) Executive shall be
entitled to receive any unpaid Bonus, if any, for the previous
fiscal year and a pro-rated bonus, if any, for the then current
fiscal year, such amounts to be payable at such times as they would
be payable if Executive’s employment had not been terminated;
provided , however , that the continuation of such salary and
benefits shall cease on the occurrence of any circumstance or event
that would constitute Cause under Section 8 (including any
material breach of the covenants contained in Section 5 or
Section 6 below; provided further , that Executive’s
eligibility to participate in the Welfare Plans shall cease at such
time as Executive is offered comparable coverage with a subsequent
employer;
(iii) If Executive makes a
timely election for COBRA with respect to the health, medical, and
dental plans provided to Executive at the time of such termination
(the “Welfare Plans”), the Company shall pay that
portion of the COBRA premium that the Company pays for other senior
executive employees with the same coverage for the shorter of
(A) twelve (12) months and (B) the period that
Executive is eligible for COBRA;
(e) Executive’s
employment with the Company may be terminated by Executive for Good
Reason on thirty (30) days advance written notice to the
Company, which notice shall detail the specific basis for such
termination. The Company shall be given the opportunity to cure the
basis for such termination within such thirty (30) day period.
If Executive terminates his employment under this
Section 4(e), Executive shall be entitled to receive the same
benefits as if his employment had been terminated by the Company
without Cause under Section 4(d) (subject to the provisos and
conditions set forth therein).
(f) Executive acknowledges
that any payments and benefits under this Section 4 resulting
from a termination of Executive’s employment with the Company
are in lieu of
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any and all claims that Executive may
have against the Company and its Affiliates (other than
(i) benefits under the Company’s employee benefit plans,
including the Plan, that by their terms survive termination of
employment, (ii) benefits under the Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended, (iii) rights
with respect to un-reimbursed business expenses, if any, pursuant
to Section 3(e) and (iv) rights to indemnification under
certain indemnification arrangements for officers of the Company,
and represent liquidated damages (and not a penalty). The Company
may require that the Executive execute and not revoke a release of
claims in a form substantially similar in all material aspects to
the Form Release attached hereto as a condition to
Executive’s receipt of such payments. The Company
acknowledges that no such payment shall be reduced by any amount
Executive may earn or receive from employment or other source after
the Separation and that Executive shall have no obligation to seek
other employment or otherwise to mitigate the Company’s
payment obligations.
5. Confidential
Information.
(a) Obligation to Maintain
Confidentiality. Executive acknowledges that the information and
data obtained by him during the course of his performance under
this Agreement concerning the business and affairs of the Company,
Parent and their respective Subsidiaries and Affiliates, including
information concerning acquisition opportunities in or reasonably
related to the Company’s and Parent’s and their
respective Subsidiaries’ business or industry of which
Executive becomes aware during the Employment Period (collectively,
“ Confidential Information “), are the property of the
Company, Parent or such Subsidiaries and Affiliates. Therefore,
Executive agrees that he will not disclose to any unauthorized
Person or use for his own account any Confidential Information
without the Board’s prior written consent. Executive agrees
that upon Company’s request, he shall deliver to the Company
at a Separation, or at any other time the Company may request in
writing, all memoranda, notes, plans, records, reports and other
documents (and copies thereof) relating to the business of the
Company, Parent and their respective Subsidiaries and Affiliates
(including, without limitation, all acquisition prospects, lists
and contact information) which he may then possess or have under
his control. Notwithstanding the foregoing, the restrictions
contained herein shall not apply to any Confidential Information
which Executive can demonstrate by written record (i) was or
becomes available to the public, otherwise than by breach of this
Agreement, or (ii) is lawfully made available to Executive by
an independent third party; or (iii) is already in
Executive’s possession at the time of initial receipt from
Company; or (iv) is required by law, regulation, rule, act, or
order of any governmental authority or agency to be disclosed by
Executive; prov
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