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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 Executives employment under this Agreement (the Employment Period) shall end upon the termination of Executives 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 Companys Board of Directors (the Board ) and the Companys 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 Executives 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 Companys 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 Executives principal location of employment with the Company shall be at the Companys 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, Executives 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 Companys 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 Companys 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 Executives 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. Executives 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 Executives 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 Executives 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 Executives 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 Companys 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 Executives 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 Executives 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 Executives 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 Companys policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Companys 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 Companys 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 Companys 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) Executives 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 Boards decision to terminate Executive for Cause (such notice to include reasons for the Boards 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 Executives 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 Executives employment with the Company upon written notice to Executive. In the event of Executives death or in the event the Company terminates Executives employment as a result of his Permanent Disability, Executive or Executives estate shall be entitled to the benefits that he would have been entitled to receive if Executives 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 Executives estate pursuant to this Agreement in the event of Executives death or in the event that Executives 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 Executives earned but unpaid compensation to the effective date of such termination and as provided in Section 4(f) .
(d) Executives employment with the Company may be terminated at any time by the Company without Cause. If the Company terminates Executives 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 Companys 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 Executives 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 Executives 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) Executives 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 Executives 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 Companys 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 Executives 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 Companys 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 Companys and Parents 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 Boards prior written consent. Executive agrees that upon Companys 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 Executives 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; provided, however, that Executive shall give Company sufficient advance written notice to permit it to seek a protective order or other similar order with respect to the Confidential Information.
(b) Ownership of Property. Executive acknowledges that all inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, and all similar or related information (whether or not patentable) that relate to the Companys, Parent






