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EXHIBIT 10.3
Ely 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 Mark
Ely ("Executive").
RECITALS
WHEREAS, Company presently employs Executive as
its Executive Vice President of Strategy; 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 Executive Vice
President of Strategy 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.
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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 $300,000. 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.
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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
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