Exhibit 10.2
EXECUTIVE EMPLOYMENT
AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT
(“Agreement”), is entered into as of the date set forth
on the signature page, by and between Jay B. Fulcher
(“Executive”) and Agile Software Corporation, a
Delaware corporation with its principal place of business in San
Jose, California (the “Corporation”) with reference to
the following:
WHEREAS, Executive has previously
provided services to the Corporation as President and Chief
Operating Officer;
WHEREAS, the Corporation’s
Board of Directors (the “Board”) has promoted Executive
to President and Chief Executive Officer;
WHEREAS, Executive is willing to
provide services to the Corporation and the Corporation desires to
employ Executive as President and Chief Executive Officer upon the
terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of
the mutual covenants and agreements set forth herein, and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as
follows:
1. Employment .
1.1 Duties . The Corporation
hereby employs Executive, and Executive hereby accepts such
employment, to serve as the President and Chief Executive Officer
of the Corporation. Executive hereby represents and warrants that
he is capable of performing the services required herenuder.
Executive shall perform such services and duties as are appropriate
to such office or delegated to Executive by the Board.
1.2 Best Efforts/Full-time .
Executive will expend Executive’s best efforts on behalf of
the Corporation, and will abide by all policies of and decisions
made by the Corporation, as well as all applicable federal, state
and local laws, regulations or ordinances. Executive will act in
the best interest of the Corporation at all times. Executive shall
devote Executive’s full business time and efforts to the
performance of Executive’s assigned duties for the
Corporation, unless Executive notifies the Board in advance of
Executive’s intent to engage in other business activities and
receives the Board’s written consent to do so, which consent
may be withheld in the Board’s sole discretion.
Notwithstanding the foregoing, Executive may serve as a member of
the Board of Directors of the following entities: Saqqara, Hot
Chalk and On The Fly.
1.3 At-Will Employment .
Executive’s employment with the Corporation is at-will,
whereby either the Corporation or Executive may terminate the
employment relationship and this Agreement at any time, with or
without Cause (as defined below), subject to Section 4
below.
2. Compensation .
2.1 Salary . As compensation
for performance of his obligations hereunder, the Corporation shall
pay Executive a monthly salary (the “Base Salary”) of
not less than $33,333.34, beginning January 23, 2006; such
salary will be reviewed annually by the Board beginning on or after
May 1, 2007.
2.2 Performance-Based
Compensation . The Executive will participate in the
Corporation’s annual executive bonus program, with any awards
dependent on the performance of Executive and the Corporation in
accordance with the parameters established for performance-based
compensation payable
1
to executive officers. Executive’s annual
“target” bonus will be $300,000 (the “Annual
Bonus”), but his actual bonus shall be based upon his and the
Corporation’s achievement of specified goals and
objectives.
2.3 Vacation, Insurance, Etc
. The Executive shall be entitled to accrue paid vacation, and to
receive such health, disability, and life insurance and other
benefits as are provided to the Corporation’s other senior
executives.
2.4 Business Expenses .
Executive will be reimbursed for all reasonable, out-of-pocket
business expenses incurred by him in the performance of
Executive’s duties hereunder. To obtain reimbursement,
expenses must be submitted promptly with appropriate supporting
documentation in accordance with the Corporation’s
policies.
3. Restricted Stock and Option
Grant . Effective as of January 25, 2006 (the “Grant
Date”), Executive shall be awarded non-qualified options (the
“Options”) to acquire 250,000 shares (the
“Shares”) of the Corporation’s Common Stock in
accordance with the Agile Software Corporation 1995 Stock Option
Plan (the “Plan”). 83,334 Shares shall have an exercise
price per share equal to $0.001 per share (the “Restricted
Shares”), and 166,666 Shares shall have an exercise price per
share equal to the closing sale price per share of the
Corporation’s Common Stock on the Grant Date, as quoted on
the NASDAQ National Market (the “Option Shares”). Each
of the Options relating to Restricted Shares shall be subject to
all applicable terms and conditions of the Plan and shall be
evidenced by the form of option agreement and restricted stock
agreement previously approved by the Compensation Committee of the
Board. Each of the Options relating to Option Shares shall be
subject to all applicable terms and conditions of the Plan and
shall be evidenced by the form of option agreement previously
approved by the Compensation Committee of the Board.
4. Termination of
Executive’s Employment .
4.1 Termination for Cause by the
Corporation . The Corporation may terminate Executive’s
employment immediately at any time for Cause. In the event
Executive’s employment is terminated for Cause, Executive
shall be entitled to receive only his Base Salary, any bonus earned
under the executive bonus program, and any benefits earned through
the date of termination. For purposes of this Agreement,
“Cause” means: (a) Executive’s commission of
any act of fraud, embezzlement, or dishonesty;
(b) Executive’s unauthorized use or disclosure of any
confidential information or trade secrets of the Corporation or any
of its affiliated entities; (c) any misconduct by Executive
that adversely affects the Corporation or any of its affiliated
entities; (d) Executive’s failure or inability to
perform any of his assigned duties for the Corporation after
written notice of, and a reasonable opportunity to cure, such
failure or inability; or (e) Executive’s commission of
any felony, or his commission of any other criminal act that
impairs his ability to perform his duties for the Corporation. In
the event of his termination for Cause, Executive will not be
entitled to receive any severance payments or benefits from the
Corporation, including, but not limited to, any such payments or
benefits under this Agreement or the Executive Retention and
Severance Plan established by the Corporation and in which
Executive is a participant (the “Retention
Plan”).
4.2 Termination Without Cause by
the Corporation . The Corporation may terminate
Executive’s employment under this Agreement at any time
without Cause. In the event of such termination, Executive will
receive his Base Salary, any bonus earned under the executive bonus
program, and any benefits earned through the date of termination.
In addition, Executive shall be entitled to receive severance
payments equal to one (1) year of Base Salary and Annual
Bonus, which payments shall be made in equal installments over a
one-year period following the termination date, payable in
accordance with the Corporation’s regular payroll cycle
(“Severance Payments�
