Exhibit 10.42
EMPLOYMENT
AGREEMENT
This Employment Agreement (this
“Agreement”) is entered into by and between Kana
Software, Inc., a Delaware corporation (“Kana” or the
“Company”) and Chad Wolf (the “Executive”),
as of this 4th day of May, 2007 and shall be effective on the
Effective Date (defined below).
1. Duties and Scope of
Employment .
(a) Position . The Company
agrees to employ Executive in the position of Corporate Vice
President, reporting to the Chief Executive Officer of the Company
(the “CEO”).
(b) Obligations to the
Company . Executive shall be permitted to serve as a member of
the board of directors of the companies listed on Exhibit BD
attached hereto, which list may be supplemented with additional
board memberships at the Executive’s request and the prior
written consent of the Company’s Board of Directors (the
“Board of Directors”). Nothing herein shall prohibit
Executive from rendering commercial, charitable or professional
services of any nature to any person or organization, whether or
not for compensation provided such work does not adversely affect
Executive’s obligations to the Company hereunder.
Executive’s employment will also be subject to the terms of
the Employee Invention Assignment, Confidentiality and Arbitration
Agreement executed by Executive concurrently with the execution of
this Agreement.
(c) No Conflicting
Obligations . During the time that this Agreement is in
effect, Executive represents and warrants to the Company that he is
under no obligations or commitments, whether contractual or
otherwise, that are inconsistent with his obligations under this
Agreement. Executive represents and warrants that he will not use
or disclose, in connection with his employment by the Company, any
trade secrets or other proprietary information or intellectual
property in which Executive or any other person has any right,
title or interest and that his employment by the Company as
contemplated by this Agreement will not infringe or violate the
rights of any other person or entity.
(d) Effective Date. Executive shall
commence Employment under the terms of this Agreement upon the
closing of the purchase transaction contemplated by that certain
Membership Interest Purchase Agreement dated May 5, 2007 (the
“Purchase Agreement”) between the Company, Executive
and the other parties thereto (the “Effective
Date”).
2. Cash and Incentive
Compensation .
(a) Salary . The Company
shall pay Executive as compensation for his services a base salary
at a gross monthly rate of $18,750 (an annualized base salary of
$225,000) and shall be payable in accordance with the
Company’s standard payroll schedule, currently bi-monthly.
The compensation specified in this Section 2(a), together with
any increases in such compensation that the Company may grant from
time to time, is referred to in this Agreement as “Base
Compensation.”
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(b) 2007 Bonus . For the
period from the Effective Date through December 31, 2007,
Executive shall have the opportunity to earn a performance bonus of
$60,000.00 (the “Annual Bonus”). As a direct report to
the Chief Executive Officer, Executive will participate in the K2
Executive bonus plan. Based on such plan, Executive will receive
payment of approved bonuses on both a quarterly and annualized
basis, subject to approval by the Company’s Compensation
Committee. Except as otherwise provided in this Agreement,
Executive’s receipt of the Annual Bonus shall be contingent
upon Executive’s continued employment through the end of the
bonus period with respect to which it is payable; provided,
Executive shall have the right to any pro rata portion of the
Annual Bonus in the event his employment is terminated by the
Company Without Cause prior to the end of such bonus period. After
2007, the Annual Bonus shall be determined in good faith by the
Company as soon as practicable after the end of the preceding bonus
period.
(c) Special Incentive Bonus .
Executive shall be eligible to participate in the Special Incentive
Bonus program attached hereto as Exhibit A.
3. Executive Benefits .
During the term of his employment, Executive shall be eligible to
participate in the employee benefit plans maintained by the Company
for similarly situated employees, subject in each case to the
generally applicable terms and conditions of the plan in question
and to the determinations of any person or committee administering
such plan.
4. Paid Time Off . Direct
reports to Company’s Chief Executive Officer do not accrue
and/or earn personal time off (“PTO”). It is assumed
that the executive knows when he/she should take time off. Given
this policy, both Company and Executive confirm and agree that
Executive may, at Executive’s election, take up to 3 weeks of
time off per year. Commencing on January 1, 2008 and for the
remainder of the Term, Executive may, at Executive’s
election, take up to 4 weeks time off per year in accordance with
this Company policy, as it may be amended from time to
time.
5. Equity .
(a) Grant of Stock Options. Company
will recommend that Executive be granted a stock option to purchase
100,000 shares of common stock of Kana. This grant recommendation
is subject to approval by the Compensation Committee after your
employment begins. The option would vest over four years
subject to a six-month cliff and will have an exercise price per
share equal to the closing price of Kana common stock on the date
of grant.
(b) Process . New hire stock
grants are processed during the second full week of each month for
those employees that commence employment during the prior four
weeks. For example, should Executive commence employment on
May 2, 2007, the recommendation above would be processed
during the week of May 14, 2007.
(c) Exercise of Options. The stock
options granted pursuant to Section 5(a) above shall be
subject to the Company’s standard form of stock option
agreements, copies of which shall be executed by Executive as a
condition of the grant and exercise.
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6. Expenses . During the term
of his employment, Executive shall be authorized to incur necessary
and reasonable travel, entertainment and other business expenses in
connection with his duties hereunder. The Company shall reimburse
Executive for such expenses upon presentation of an itemized
account and appropriate supporting documentation, all in accordance
with the Company’s generally applicable policies.
Notwithstanding the foregoing, solely expenses incurred and
approved in accordance with the Company’s travel and expense
policy will be reimbursed.
7. Term of Employment
.
(a) Basic Rule .
Executive’s employment with the Company shall be “at
will,” and either Executive or the Company may terminate
Executive’s employment at any time, for any reason, with
Cause (as defined hereunder) or Without Cause (as defined
hereunder). The Executive may leave at any time, for any reason.
This Agreement shall constitute the full and complete agreement
between Executive and the Company on the “at will”
nature of Executive’s employment, which may only be changed
in an express written agreement signed by Executive and a duly
authorized member of the Board of Directors. Executive’s
employment shall terminate automatically in the event of his death
or permanent disability
(b) Rights Upon Termination .
Except as expressly provided in Section 8, upon the
termination of Executive’s employment, Executive shall only
be entitled to the compensation, benefits and reimbursements
described in Sections 2, 3, 4 and 6 for the period preceding the
effective date of the termination. The payments in full under this
Agreement shall discharge all responsibilities of the Company to
Executive.
(c) Termination of Agreement
. This Agreement shall terminate when all obligations of the
parties hereunder have been satisfied. The termination of this
Agreement shall not limit or otherwise affect any of
Executive’s obligations under Section 10, which shall
survive the termination of this Agreement.
8. Termination Benefits . If
Executive terminated his employment for Good Reason (as defined
below) or Executive’s employment with the Company is
terminated at any time by the Company Without Cause or there occurs
a Change In Control Event (as defined below) then Executive or his
Successors shall be entitled to receive the following severance and
other benefits:
(a) Severance . The Company
shall pay Executive a lump sum payment equal to six months of
Executive’s then current Base Compensation
(b) Option Acceleration .
100% of Executive’s unvested stock options to purchase
Company common stock shall, automatically and without any further
action of the Company, become fully vested and exercisable as of
the date of such termination or upon a Change of Control Event and
any restrictions pertaining to restricted shares of the
Company’s capital stock that Executive then holds shall
immediately lapse. Executive or his Successors shall also have 12
months following the date of his termination Without
Cause
