Exhibit 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
Employee Name: JON
TEMPLE Effective
Date: 16 OCTOBER, 2006
Offer Letter Date
(if any) : 15 SEPTEMBER, 2006
Position
(title) : EXECUTIVE VICE PRESIDENT, WORLDWIDE FIELD
ORGANIZATION
Supervisor
(title) : GODFREY SULLIVAN, (President and
CEO)
Employment
(briefly describe nature of
position) :
Base Salary:
$375,000
Bonus Percentage:
$400,000
Continuation Period: TWELVE
MONTHS
Additional Benefits
(if any) :
1. Reimbursement for the
reasonable and customary cost of an annual physical
examination.
2. Hyperion will reimburse
Employee for up to $10,000 for the following reasonable financial
planning and income tax services: The financial planning and tax
firm(s) of your choice will prepare and sign the Employee’s
individual income tax returns and provide the Employee with
estimated tax calculations, as well as future financial planning.
In addition, the professionals will provide the Employee with
income tax projections to help Employee develop his or her personal
financial goals and strategies, including planning for the exercise
and/or sale of company stock.
Additional Terms
(if any) :
None.
This Executive Employment
Agreement (“Agreement”) is entered into as of
the effective date (“Effective Date”) specified above,
by and between Hyperion Solutions Corporation, with offices at 5450
Great America Parkway, Santa Clara, California 95054
(“Hyperion”) and the executive employee
(“Employee”) specified above.
1. Duties and Scope of
Employment
a. Subject to the terms of
this Agreement, Hyperion agrees to employ Employee in the position
(“Position”) specified in above, or in such other
position as Hyperion subsequently may assign to Employee, to
perform the duties of the Position (“Employment”)
specified above, or such duties as Hyperion subsequently may assign
to Employee. Employee shall report to the supervisor
(“Supervisor”) specified above, or to such other person
as Hyperion subsequently may determine.
b. This Agreement shall
remain in effect (the “Term of this Agreement”) until
terminated pursuant to section 3 herein. For the Term of this
Agreement Employee shall devote Employee’s full business
efforts and time to Hyperion. Additionally, during the Term of this
Agreement, without the prior written approval of Hyperion (which
shall not be unreasonably withheld), Employee shall not render
services in any capacity to any other person or entity, and shall
not act as a sole proprietor, partner or managing member of any
other entity, or as a shareholder owning more than one percent (1%)
of the stock of any other corporation or entity. The foregoing,
however, shall not preclude Employee from engaging in reasonable
community, school or charitable activities.
c. Employee shall comply
with Hyperion’s policies and rules, as they may be in effect
from time to time, during the Term of this Agreement.
d. Employee represents and
warrants to Hyperion, to the best of Employee’s knowledge and
belief, that Employee is under no obligation or commitment, whether
contractual or otherwise, that is inconsistent with
Employee’s obligations under this Agreement. Employee
represents and warrants to Hyperion, to the best of
Employee’s knowledge and belief, that Employee’s
Employment with Hyperion will not require the use, or disclosure,
of any trade secrets or other proprietary information or
intellectual property in which Employee, or any other person, has
any right, title or interest, and that Employee’s Employment
by Hyperion, as contemplated by this Agreement, will not infringe
or violate the rights of any other person or entity. Employee
represents and warrants to Hyperion, to the best of
Employee’s knowledge and belief, that Employee has returned
all property and confidential information belonging to any prior
employer.
2. Compensation
a. Hyperion shall pay
Employee, as compensation for Employee’s services, a base
salary at a gross annual rate of not less than the base salary
(“Base Salary”) specified above. Such Base Salary shall
be payable in accordance with Hyperion’s standard payroll
procedures. The Base Salary, together with any increases in such
compensation that Hyperion may grant from time to time, shall be
referred to as the base compensation (“Base
Compensation”).
b. An Employee shall be
eligible to receive an annual incentive bonus (“Incentive
Bonus”) with a target amount equal to the bonus percentage
(“Bonus Percentage”) specified above, of
Employee’s Base Compensation. Such bonus (if any) shall be
awarded based on objective or subjective criteria established in
advance by Hyperion’s board of directors or its compensation
committee. The determinations of the board or such committee with
respect to such bonus shall be final and binding.
c. During the Term of this
Agreement Employee shall be eligible to participate in any employee
benefit plans maintained by Hyperion 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. In addition to
the foregoing benefits, Employee shall be entitled to the
additional benefits (“Additional Benefits”) specified
above, if any.
d. During the Term of this
Agreement Employee shall be authorized to incur necessary and
reasonable travel, entertainment and other business expenses in
connection with Employee’s duties hereunder. Hyperion shall
reimburse Employee for such expenses upon presentation of an
itemized account and appropriate supporting documentation, all in
accordance with Hyperion’s generally applicable policies. Any
single expenditure in excess of ten thousand dollars ($10,000.00)
shall require the prior approval of Hyperion’s Chief
Executive Officer, President or Chief Financial Officer.
3. Termination
a. Employee may terminate
Employee’s Employment at any time and for any reason (or no
reason) by giving Hyperion thirty (30) days advance written
notice. Hyperion may terminate Employee’s Employment at any
time and for any reason (or no reason), and with or without cause,
by giving Employee thirty (30) days advance written
notice.
b. Hyperion may also
terminate Employee’s Employment due to Employee’s
permanent disability, by giving Employee notice in writing.
Permanent disability shall mean that Employee, at the time notice
is given, has failed to perform Employee’s duties under this
Agreement for ninety (90) days during any twelve
(12) month period, as the result of Employee’s
incapacity due to physical or mental injury, disability or illness,
and which Hyperion is unable to accommodate reasonably without
undue hardship. Employee’s Employment shall terminate
automatically in the event of Employee’s death.
c. Unless otherwise provided
for herein, upon the termination of Employee’s Employment
pursuant to this section, Employee shall only be entitled to the
compensation, benefits and reimbursements described in
section 2 for the period preceding the effective date of the
termination. The payments under this Agreement shall fully
discharge all responsibilities of Hyperion to Employee. The
termination of this Agreement shall not limit or otherwise affect
Employee’s obligations under section 4.
d. Any other provision of
this Agreement notwithstanding, subsections e and f, below,
shall not apply unless Employee has executed a general release (in
a form prescribed by Hyperion, such as the current Termination
Release Agreement available from the Hyperion legal department) of
all known and unknown claims that Employee may then have against
Hyperion or persons affiliated with Hyperion. Such release shall
include, among other things, an agreement not to prosecute any
legal action or other proceeding based upon any of such claims.
Employee acknowledges that such release may provide that in the
event of a breach by Employee of the terms of the release, or of
Employee’s obligations under section 4 hereof, Hyperion shall
be entitled to recover from Employee all amounts paid under
subsections e and f of this section, as well as all litigation
costs (including attorneys’ fees and expenses) incurred by
Hyperion in connection with such breach, subject to applicable
law.
e. If:
i.
Hyperion terminates Employee’s Employment for any reason
other than permanent disability, or cause, as defined below,
or,
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ii.
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Hyperion was
subject to a change in ownership and/or control, as defined below,
during the Term of this Agreement and:
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1/
Hyperion terminates Employee’s Employment for any reason
other than permanent disability, or cause, as defined below, within
three (3) months prior to, or within twelve (12) months
thereafter, such a change in ownership and/or control,
or
2/
Employee resigns for good reason, as defined below, within twelve
(12) months thereafter such, a change in ownership and/or
control; then, for the continuation period (“Continuation
Period”) specified above, following Employee’s
termination, Hyperion shall pay Employee Employee’s Base
Compensation, at the rate in effect at the time of the termination
of Employment in accordance with Hyperion’s standard payroll
procedures, a prorated bonus (at the Employee’s target bonus
rate) through the effective date of the termination paid in a lump
sum cash payment as soon as practicable after the Employee’s
termination, and continue the coverage