EXHIBIT
10.1
Habiger Employment
Agreement
EXECUTIVE EMPLOYMENT
AGREEMENT
This Executive Employment Agreement (this
“Agreement”), effective as of January 23, 2007 (the
“Effective Date”) is made by and between Sonic
Solutions (“Company”) and David C. Habiger
(“Executive”).
RECITALS
WHEREAS, Company presently employs Executive as
its Chief Executive Officer; and
WHEREAS, Company is desirous of continuing to
employ Executive in an executive capacity on the terms and
conditions, and for the consideration, hereinafter set forth and
Executive is desirous of continuing in the employ of Company on
such terms and conditions and for such consideration;
NOW, THEREFORE, for and in consideration of the
mutual promises, covenants and obligations contained herein,
Company and Executive agree as follows:
AGREEMENT
1.
Employment and
Duties.
1.1.
Employment.
Beginning as of Effective Date,
Company agrees to employ Executive and Executive agrees to be
employed by Company in accordance with the terms and conditions of
this Agreement.
1.2.
Position.
During the term of employment under
this Agreement, Company shall employ Executive in the position of
Chief Executive Officer of Company, or in such other executive
positions as the parties mutually may agree.
1.3.
Duties and
Services. Executive
agrees to serve in the position referred to in Section 1.2 and
to perform diligently and to the best of his abilities the duties
and services appertaining to such office as reasonably directed by
Company. Executive’s employment shall also be subject to the
policies contained in Company’s Conduct of Conduct and other
similar documents, all as amended from time to time.
1.4.
Other
Interests. Executive
agrees, during the period of his employment by Company, to devote
his full business time, energy and best efforts to the business and
affairs of Company and its affiliates and not to engage without the
Company’s consent, directly or indirectly, in any other
business, investment, or activity that interferes with
Executive’s performance of Executive’s duties
hereunder, is contrary to the interests of Company or any of its
affiliates, or except as approved by Company in advance, requires
any significant portion of Executive’s business
time.
1.5.
Duty of
Loyalty. Executive
acknowledges and agrees that Executive owes a fiduciary duty of
loyalty, fidelity and allegiance to act at all times in the best
interests of Company and to do no act which would injure the
business, interests, or reputation of Company or any of its
subsidiaries or affiliates. In keeping with these duties, Executive
shall make full disclosure to Company of all business opportunities
pertaining to Company’s business and shall not appropriate
for Executive’s own benefit business opportunities concerning
the subject matter of the fiduciary relationship.
1.6.
Conflicts of
Interest. It is
agreed that any direct or indirect interest in, connection with, or
benefit from any outside activities, particularly commercial
activities, which interest might in any way adversely affect
Company or any of its affiliates, involves a possible conflict of
interest. In keeping with Executive’s fiduciary duties to
Company, Executive agrees that Executive shall not knowingly become
involved in a conflict of interest with Company or any of its
affiliates, or upon discovery thereof, allow such a conflict to
continue. Moreover, Executive agrees that Executive shall disclose
to Company any facts which might involve such a conflict of
interest that has not been approved by Company’s Board of
Directors (the “Board”). Executive agrees that
Company’s determination as to whether a conflict of interest
exists shall be conclusive. Company reserves the right to take such
action as, in its judgment, will end the conflict.
2.
At Will
Employment. Executive’s employment is at-will, and,
subject to Section 6 and the other terms hereof, either
Executive or Company the Company may terminate the employment
relationship at any time, with or without cause or
notice.
3.
Compensation.
3.1.
Base Salary.
Executive shall receive an annual
base salary equal to $350,000. Executive’s base salary shall
be reviewed periodically, and may be modified from time to time by
the Board (or as the Board may designate consistent with applicable
laws and regulations, by the Compensation Committee or other
committee of the Board or by an officer of the Company) in its sole
discretion and, after any such change, Executive’s new level
of base salary shall be Executive’s base salary for purposes
of this Agreement until the effective date of any subsequent
change. Executive’s base salary shall be paid in equal
installments in accordance with Company’s standard policy
regarding payment of compensation to its employees.
3.2.
Incentive
Compensation. While
Executive is actively employed under this Agreement, Executive
shall be entitled to participate in any long term or annual
incentive plans maintained by Company for its
executives.
3.3.
Other
Benefits. While
employed by Company, Executive shall be allowed to participate, on
the same basis generally as other employees of Company, in all
general employee benefit plans and programs, including improvements
or modifications of the same, which on the Effective Date or
thereafter are made available by Company to Company’s
employees. Such benefits plans and programs may include, without
limitation, medical, health, and dental care, life insurance, and
disability protection. Nothing in this Agreement is to be construed
or interpreted to provide greater rights, participation, coverage,
or benefits under such benefit plans or programs than provided to
similarly situated employees pursuant to the terms and conditions
of such benefit plans and programs.
3.4.
Changes
Permitted. Company
shall not by reason of Sections 3.2 and 3.3 be obligated to
institute, maintain, or refrain from changing, amending, or
discontinuing, any of such benefit plans or programs, so long as
such actions are similarly applicable to covered employees
generally.
4.
Protection of
Information. Executive and Company each ratify, confirm and
acknowledge their continuing agreement to the terms set forth in
the Invention and Confidential Inf
