Exhibit 10.1
Employment Agreement
Agreement effective December 28, 2006, between MapInfo
Corporation, One Global View, Troy, New York 12180 "MapInfo" or
"Company"), and Mark P. Cattini ("Executive").
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 October 1, 2003, as
amended) 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 Executive, and he agrees to serve as MapInfo's
President and Chief Executive Officer.
1.3 Executive shall devote his best
and full-time efforts to fulfilling his responsibilities to
MapInfo. He shall use his individual expertise to the extent
possible for effective sales/profits operation of the company, as
well as the growth of the business, subject to the control,
discretion and approval of the Board of Directors. In the
performance of his duties, he shall make an office in the U.S.
headquarters of MapInfo or such geography as approved by the Board
of Directors of MapInfo.
1.4 Term.
The term of this Agreement shall begin as of October 1, 2006, and
continue until September 30, 2009, unless terminated earlier
pursuant to Section 5 below.
2. COMPENSATION AND
BENEFITS
2.1 The
Company shall pay to Executive a base salary of not less than Four
Hundred Seventy-Two Thousand Five Hundred Dollars ($472,500) per
annum, in accordance with the standard payroll practices of the
Company. During the term of the Agreement, Executive's base salary
may be adjusted as approved by the Company's Board of
Directors.
2.2 While
he is employed, Executive will be eligible to earn incentive
compensation in accordance with the MapInfo Executive Incentive
Compensation Program (hereafter, "MEICP") based on the Company's
and Executive's performance during each fiscal year as follows:
2.2.1 An
additional Seventy-Five Percent (75%) of Executive's annual base
salary may be earned per MapInfo's fiscal year (October 1 through
September 30), for achieving targeted Company objectives and up to
One Hundred Fifty Percent (150%) of base salary will be earned for
achieving above targeted objectives as outlined each fiscal year in
Executive's approved MEICP. The incentive compensation will be paid
in accordance with the schedule which MapInfo publishes each fiscal
year; and
2.2.2 Executive's annual incentive
compensation target may be increased from time to time in
accordance with the normal business practices of the Company.
2.3 Executive 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.
2.4 The
Company shall reimburse Executive 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 .
2.5 The
Company shall pay all expenses of an annual physical for Executive,
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 Executive.
2.6 For
termination other than cause, Executive shall be provided
reimbursement up to One-Hundred Fifty Thousand Dollars
($150,000.00) for the following receipted expenses:
2.6.1 Sale and move from Loudonville
home: realtor fee and other customary closing costs, any loss on
difference between purchase price and sale price, packing and
shipping of all personal property from New York to the United
Kingdom; and
2.6.2 Air
transportation from New York to United Kingdom for Executive, his
wife and children.
2.7 If,
during the term of this Agreement, Executive has or would have
completed a minimum of ten (10) years' service with MapInfo and
resigns or is terminated by MapInfo without cause or MapInfo gives
notice not to renew the Agreement, Executive may elect continued
healthcare insurance coverage (which will include medical and
dental) for up to thirty six (36) months after the effective date
of termination subject to the conditions set forth below:
2.7.1 If
Executive 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.
2.7.2 If
Executive timely elects continued healthcare insurance coverage,
Executive'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) 110% of the cost charged to active employees for
similar coverage; provided, however, in no event will Executive's
cost for such coverage be greater than 50% of the total
employer/employee cost for such coverage.
2.7.3 In
the event that Executive'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 Executive
with benefits substantially similar to those which Executive 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.
2.8 At
the expiration of this Agreement (September 30, 2009), the
Agreement and the employment relationship will automatically
terminate. If either the Company or Executive decide not to renew
the employment relationship upon the expiration of the Term or an
extension thereof, the Company shall upon termination pay Executive
severance pay of an amount equal to his highest annual remuneration
(consisting of base salary and actual incentive compensation and
perquisites) achieved during the five (5) year period immediately
preceding the date of notice. Receipt of this severance payment
shall be contingent upon Executive's execution of a General Release
substantially in the format of the document attached hereto as
Exhibit "A."
3. INTELLECTUAL PROPERTY,
CONFIDENTIAL INFORMATION AND NON-COMPETITION
Executive reaffirms his previously executed attached Employee
Intellectual Property, Confidential Information and Non-Competition
Agreement.
4. IRREPARABLE
INJURY
4.1 Both
parties hereto recognize that the services Executive will render
during the Term of his employment are special, unique and of
extraordinary character, and Executive 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 Executive of the
provisions of said Section 3, MapInfo shall be entitled to an
injunction restraining Executive from violating the terms thereof,
and from providing any confidential information to any person,
firm, corporation, association or other entity, whether or not
Executive 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 Executive.
5. EARLY
TERMINATION
5.1 Definitions for purposes of this
Agreement:
"Cause" shall be defined and limited to (i) the willful
and continued failure by Executive to substantially perform his
duties hereunder (other than any such failure resulting from
Executive's incapacity due to physical or mental illness), or (ii)
conviction for any crime other than simple offenses or traffic
offenses; (iii) breach of Executive's fiduciary responsibilities to
the Company; (iv) conduct reflecting moral turpitude; (v)
commission of fraud, embezzlement, theft or misappropriation of
company funds or property, or gross misconduct in Executive's
dealings with or on behalf of the Company; (vi) violation of
federal securities laws; and/or (vii) 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:
-
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 of the Company, representing more than
fifty percent (50%) of the combined voting power of the Company's
then outstanding securities;
-
At any time during any twelve-month period, individuals who at the
beginning of such period cease to constitute a majority of the
Board of Directors of the Company during such twelve-month period
for any reason (except for death, disability or retirement);
or
-
The stockholders of the Company approve: (A) a plan of complete
liquidation of the Company; or (B) an agreement for the sale or
disposition of all or substantially all the Company's assets; or
(C) a merger, consolidation, or reorganization of the Company with
or involving any other corporation, other than a merger,
consolidation, or reorganization that would result in the voting
securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) at
least seventy-five percent (75%) of the combined voting power of
the voting securities of the Company (or such surviving entity)
outstanding immediately after such merger, consolidation, or
reorganization.
This section shall govern in case of
any conflict between the wording of this Agreement and the wording
of the plan under which any stock options were granted to
Executive.
"Change in Control Date" shall
mean the first date during the Term on which a Change in Control of
the Company occurs. Anything in the Agreement to the contrary,
notwithstanding, if Executive's employment is terminated and if
reasonably demonstrated by Executive that such a termination of
employment (i) was at the request of a third party who has taken
steps reasonably calculated to effect a Change in Control of the
Company, or (ii) otherwise arose in connection with or anticipation
of a Change in Control of the Company, then for all purposes of
this Agreement the "Change in Control Date" shall mean the date
immediately prior to the date of such termination of
employment.
"Date of Termination " shall
mean:
(a) if
Executive's employment is terminated by his death, the date of his
death;
(b) if
Executive's employment is terminated by reason of his disability
(mental or physical),sixty (60) days after Notice of Termination is
given (provided that Executive shall not havereturned to the
performance of his duties on a full-time basis during such sixty
(60) dayperiod);
(c) if the
Company terminates Executive's employment for Cause, the date the
Notice of Termination is given or later, if so specified in such
Notice of Termination. If the termination for cause follows within
twelve (12) months of a Change in Control of the Company, a
determination of a termination for "cause" shall require the
affirmative vote of at least three fourths of the members of the
Board acting in good faith and such vote shall not be made prior to
the expiration of a sixty (60) day period following the date on
which the Board shall by written notice to Executive, furnish to
him a statement of its grounds for proposing to make such
determination, during which period Executive shall be afforded a
reasonable opportunity to make oral and written presentations to
the members of the Board and to be represented by his legal counsel
at such presentations, or to refute the grounds for the purposed
determination if termination for "Cause"; and
(d) if
Executive's employment is terminated for any other reason, the date
on which a Notice of Termination is given.
"Good Reason" shall be deemed to
exist, if Executive terminates his employment within Ninety (90)
days after the occurrence of any of the following:
-
Without Executive's express written consent, a material change is
made to his responsibilities, status, or title(s).
-
A reduction by the Company in Executive's base salary.
-
An intentional, material reduction by the Company of Executive's
aggregate target incentive awards under the short-term and
long-term incentive plans.
-
The failure of the Company to maintain Executive's relative level
of coverage under its employee benefit, retirement, or material
fringe benefit plans, policies, practices, or arrangements in which
Executive participates, both in terms of the amount of benefits
provided and the relative level of his participation (other than
those plans or improvements that have expired thereafter in
accordance with their original terms), or the taking of any action
which would materially reduce Executive's benefits under any of
such plans or deprive him of any material fringe benefit enjoyed by
him. For this purpose, the Company may eliminate and/or modify
existing employee benefit plans and coverage levels on a consistent
and non-discriminatory basis applicable to all such executives;
provided , however, that Executive's level of coverage under
all such programs must be at least as great as is such coverage
provided to employees who have the same or lesser levels of
reporting responsibilities within the organization.
-
The failure by the Company to pay Executive any material amount of
his current salary, or any material amount of his compensation
deferred under any plan, agreement or arrangement of or with the
Company, within ten (10) days after make written demand for such
amount.
-
The change of Executive's principal
