Exhibit 10.1
Employment Agreement
Agreement effective December 7, 2006, between MapInfo
Corporation, One Global View, Troy, New York 12180 ("MapInfo" or
"Company"), and JOHN C. CAVALIER ("Cavalier").
1. EMPLOYMENT AND
TERM
1.1 Upon
execution of this Employment Agreement (the "Agreement"), it is
hereby acknowledged that this agreement and any exhibits hereto,
constitute the entire understanding between the parties, and all
previously executed employment agreements, together with any
addendums (including the agreement effective May 1, 2002)
previously executed by both parties, are hereby null and void. No
waiver or modification of the terms hereof shall be valid unless in
writing and signed by both parties and only to the extent therein
set forth.
1.2 MapInfo agrees to continue
employment of Cavalier, and he agrees to serve as MapInfo's
Chairman, subject to his election to the Board of Directors. This
position shall not have executive officer status.
1.3 Cavalier shall devote his best
efforts to fulfilling his responsibilities to MapInfo. He shall use
his individual expertise to the extent possible for effective
profit operation of the company, as well as the growth of the
business, subject to the control, discretion and approval of the
Board of Directors.
1.4 As
the position of Chairman is elected annually by the Board of
Directors, Cavalier's employment is at all times subject to the
discretion of the Board of Directors.
1.5 Term.
The term of this Agreement shall begin on December 7, 2006 ,
and continue until the date of the Company's 2008 Annual Meeting of
Stockholders, expected to be in February 2008 (the "Term"), unless
terminated earlier pursuant to Section 5 below.
2. COMPENSATION AND
BENEFITS
2.1 From
the effective date of this Agreement until the date of the
Company's 2007 Annual Meeting of Shareholders (the "2007 Annual
Meeting Date"), the Company shall pay to Cavalier a base salary at
the rate of Two Hundred Twenty Thousand ($220,000) per annum,
payable in accordance with the Company's standard payroll
practices. For the period commencing on the 2007 Annual Meeting
Date and ending on the expiration of the Term, the Company shall
pay to Cavalier a base salary of One Hundred Twenty Thousand
($120,000) payable in one lump sum on the 2007 Annual Meeting Date.
Except as set forth in this Agreement, Cavalier shall not be
entitled to any additional compensation during the Term of this
Agreement.
2.2 During the Term of this Agreement,
the Company shall reimburse Cavalier for all reasonable
out-of-pocket expenses incurred in connection with the performance
of his duties hereunder, payable in accordance with the standard
expense account procedures of MapInfo.
2.4 During the Term of this Agreement,
Cavalier shall be entitled to participate on the same basis and
subject to the same qualifications as other employees of the
Company in any disability, pension, life insurance, health
insurance, hospitalization and other fringe benefit plans in effect
and in accordance with the written terms of said plans which shall
be controlling.
2.5 During the Term of this Agreement,
the Company shall purchase such additional medical, disability,
life insurance and/or other fringe benefit programs of Cavalier's
choosing up to a maximum amount of Forty Thousand Dollars
($40,000.00) per annum. Additionally, the Company requires, and
shall pay all expenses of, an annual physical for Cavalier at the
Mayo Clinic, or equivalent executive health program, to the extent
such expenses are not covered by the Company's existing health
insurance plan. The income tax implications of all of this
compensation shall be the responsibility of Cavalier.
2.6 If,
during the Term of this Agreement, Cavalier has or would have
completed a minimum of ten (10) years' service with MapInfo and is
terminated by MapInfo without Cause, Cavalier may elect continued
healthcare insurance coverage (which will include medical and
dental) subject to the conditions set forth below:
2.6.1 If
Cavalier elects continued healthcare insurance coverage, he shall
in writing notify MapInfo of his election within sixty (60)
continuous days of the effective date of his termination.
2.6.2 If
Cavalier elects continued healthcare insurance coverage, Cavalier's
cost for such coverage will be equal to the lesser of (i) 30% of
the applicable COBRA premium charged for similar coverage or (ii)
100% of the cost charged to active employees for similar coverage;
provided, however, in no event will Cavalier's cost for such
coverage be greater than 50% of the total employer/employee cost
for such coverage.
2.6.3 In
the event that Cavalier's participation in any such plan, program,
or arrangement of the Company or successor company is prohibited,
the Company or successor company will arrange to provide Cavalier
with benefits substantially similar to those which Cavalier would
have been entitled to receive under such plan, program, or
arrangement, for the same period that MapInfo or the successor
company provides healthcare insurance benefits to active
employees.
2.7 At
the expiration of the term of this Agreement, the Agreement will
automatically terminate.
3. INTELLECTUAL PROPERTY,
CONFIDENTIAL INFORMATION AND NON-COMPETITION
Cavalier reaffirms his previously executed Employee Intellectual
Property, Confidential Information and Non-Competition Agreement, a
copy of which is attached hereto.
4. IRREPARABLE
INJURY
4.1 Both
parties hereto recognize that the services Cavalier will render
during the Term of his employment are special, unique and of
extraordinary character, and Cavalier acknowledges that any
violation by him of Section 3 of this Agreement may cause the
Company irreparable injury.
4.2 In
the event of a breach or threatened breach by Cavalier of the
provisions of Section 3, MapInfo shall be entitled to an injunction
restraining Cavalier from violating the terms thereof, and from
providing any confidential information to any person, firm,
corporation, association or other entity, whether or not Cavalier
is then employed by, or an officer, director, or owner thereof.
4.3 Nothing herein shall be construed
as prohibiting the Company from pursuing any other remedies
available to it for such breach or threatened breach, including
recovery of damages from Cavalier.
5. EARLY
TERMINATION
Definititions for purposes of this Agreement:
5.1
"Cause " shall be defined and
limited to (i) the willful and continued failure by Cavalier to
substantially perform his duties hereunder (other than any such
failure resulting from Cavalier's incapacity due to physical or
mental illness); (ii) conviction for any crime other than simple
offenses or traffic offenses; (iii) breach of Cavalier's fiduciary
responsibilities to the Company; (iv) conduct reflecting moral
turpitude; (v) commission of fraud, embezzlement, theft or
misappropriation of company funds or property; (vi) or gross
misconduct in Cavalier's dealings with or on behalf of the Company;
(vii) violation of federal securities laws; and/or (viii) breach of
any duty of confidentiality owed the Company.
"Change in Control of the
Company" shall be deemed to have occurred as of the first day
any one or more of the following conditions shall have been
satisfied:
(a) Any
person ( other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Company, or a
corporation owned directly or indirectly by the stockholders of the
Company, in substantially the same proportions as their ownership
of stock of Owner Company), becomes the beneficial owner, directly
or indirectly, of securities
