Exhibit 99.1
Employment
Agreement
This Agreement is
entered into as of August 21, 2007, by and between
Stephen
Bennion (the “Employee”) and Selectica, Inc. , a
Delaware corporation (the “Company”).
1.
Duties and Scope of Employment.
(a)
Position . For the term of his employment under this
Agreement (the “Employment”), the Company agrees to
employ the Employee in the position of Vice President of the
Company and General Manager of its CPQ Division. The Employee shall
report to the Company’s Chief Executive Officer. The Employee
hereby resigns his position as a member of the Company’s
Board of Directors (the “Board”), effective as of the
date of this Agreement.
(b)
Obligations to the Company . During his Employment, the
Employee (i) shall devote his full business efforts and time
to the Company, (ii) shall not engage in any other employment,
consulting or other business activity that would create a conflict
of interest with the Company, (iii) shall not assist any
person or entity in competing with the Company or in preparing to
compete with the Company and (iv) shall comply with the
Company’s policies and rules, as they may be in effect from
time to time.
(c)
No Conflicting Obligations . The Employee represents and
warrants to the Company that he is under no obligations or
commitments, whether contractual or otherwise, that are
inconsistent with his obligations under this Agreement. The
Employee represents and warrants that he will not use or disclose,
in connection with his Employment, any trade secrets or other
proprietary information or intellectual property in which the
Employee or any other person has any right, title or interest and
that his Employment will not infringe or violate the rights of any
other person.
2.
Cash and Incentive Compensation.
(a)
Salary . The Company shall pay the Employee as compensation
for his services a base salary at a gross annual rate of not less
than $250,000. Such salary shall be payable in accordance with the
Company’s standard payroll procedures. (The annual
compensation specified in this Subsection (a), together with any
increases in such compensation that the Company may grant from time
to time, is referred to in this Agreement as “Base
Salary.”)
(b)
Incentive Bonuses . The Employee shall be eligible to be
considered for an annual incentive bonus with a target amount equal
to 20% of his Base Salary. Such bonus (if any) shall be awarded
based on the attainment of strategic objectives by the
Company’s CPQ Division. Such objectives shall be established
by the Compensation Committee of the Board, and its determinations
with respect to such bonus shall be final and binding.
(c)
Equity . The options to purchase shares of the
Company’s Common Stock and the restricted shares of the
Company’s Common Stock held by the Employee on the date
of
this
Agreement shall remain in effect in accordance with the terms of
the applicable Stock Option and Restricted Stock Agreements, except
as provided in the next sentence. If the Company sells all or
substantially all of the assets that constitute its CPQ Division on
the date of this Agreement before the Employee’s Employment
terminates, then the sale shall be deemed to be a “Change in
Control” for purposes of the Restricted Stock Agreement
between the Company and the Employee (but not for purposes of this
Agreement or the Stock Option Agreements between the Company and
the Employee).
3.
Vacation and Employee Benefits. During his Employment, the
Employee shall be eligible for paid vacations in accordance with
the Company’s vacation policy, as it may be amended from time
to time. During his Employment, the Employee shall be eligible to
participate in the employee benefit plans maintained by the
Company, 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.
4.
Business Expenses. During his Employment, the Employee shall
be authorized to incur necessary and reasonable travel,
entertainment and other business expenses in connection with his
duties hereunder. The Company shall reimburse the Employee for such
expenses upon presentation of an itemized account and appropriate
supporting documentation, all in accordance with the
Company’s generally applicable policies.
5.
Term of Employment.
(a)
Termination of Employment . The Company may terminate the
Employee’s Employment at any time and for any reason (or no
reason), and with or without Cause, by giving the Employee notice
in writing. The Employee may terminate his Employment by giving the
Company 30 days’ advance notice in writing. The
Employee’s Employment shall terminate automatically in the
event of his death. The termination of the Employee’s
Employment shall not limit or otherwise affect his obligations
under Section 7.
(b)
Employment at Will . The Employee’s Employment with
the Company shall be “at will,” meaning that either the
Employee or the Company shall be entitled to terminate the
Employee’s Employment at any time and for any reason, with or
without Cause. Any contrary representations that may have been made
to the Employee shall be superseded by this Agreement. This
Agreement shall constitute the full and complete agreement between
the Employee and the Company on the “at will” nature of
the Employee’s Employment, which may only be changed in an
express written agreement signed by the Employee and a duly
authorized officer of the Company.
(c)
Rights Upon Termination . Except as expressly provided in
Section 6, upon the termination of the Employee’s
Employment, the Employee shall only be entitled to the
compensation, benefits and expense reimbursements that the Employee
has earned under this Agreement before the effective date of the
termination. The payments under this Agreement shall fully
discharge all responsibilities of the Company to the
Employee.
6.
Termination Benefits.
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(a)
Preconditions . Any other provision of this Agreement
notwithstanding, this Section 6 shall not apply unless the
following requirements are satisfied:
(i)
The Employee has executed a general release of all claims that he
may then have against the Company or persons affiliated with the
Company. The release shall be in a form prescribed by the Company,
without alterations. The Company shall deliver the form to the
Employee within 30 days after his Employment termination date.
The Employee shall execute the release within the period set forth
in the form.
(ii)
The Employee has returned all property of the Company in the
Employee’s possession.
(iii)
If requested by the Board, the Employee has resigned as a member of
the Board and as a member of the Boards of Directors of all
subsidiaries of the Company, to the extent applicable.
(b)
Discharge without Cause . If, during the term of this
Agreement, the Company terminates the Employee’s Employment
for any reason other than Cause or Permanent Disability and
Subsection (c) below does not apply, then the Company shall
pay the Employee his Base Salary for the period ending on the later
of (i) the first anniversary of the date of this Agreement or
(ii) the date six months after the termination of his
Employment (a “Continuation Period”). Such Base Salary
shall be paid at the rate in effect at the time of the termination
of Employment and in accordance with the Company’s standard
payroll procedures.
(c)
Involuntary Termination after Change in Control . If the
Company is subject to a Change in Control before the
Employee’s Employment terminates and he is subject to an
Involuntary Termination within 12 months after such Change in
Control, then the Company shall pay the Employee his Base Salary
for the 12-month period following the termination of his Employment
(also a “Continuation Period”). Such Base Salary shall
be paid at the rate in effect at the time of the termination of
Employment and in accordance with the Company’s standard
payroll procedures.
(d)
Salary Continuation Payments . The amount of the salary
continuation payments under Subsection (b) or (c) above
shall be reduced by the amount of any severance pay or pay in lieu
of notice that the Employee receives from the Company under a
federal or state statute (including, without limitation, the Worker
Adjustment and Retraining Notification Act). If the Company
determines that the Employee is a “specified employee”
under Section 409A(a)(2)(B)(i) of the Internal Revenue Code of
1986, as amended (the “Code”), and the regulations
thereunder when his or her employment terminates, then (i) the
salary continuation payments under Subsection (b) or (c)
above, to the extent not exempt from Section 409A of the Code,
shall commence on the earliest practicable date that occurs more
than six months after the employment termination date and (ii) the
installments that otherwise would have been paid during the first
six months following the employment termination date shall be paid
in a lump sum on the first day of the seventh month after the
employment termination date.
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(e)
Health Insurance . If Subsection (b) or (c) above
applies, and if the Employee elects to continue health insurance
coverage under the Consolidated Omnibus Budget Reconciliation Act
(“COBRA”) for himself and, if applicable, his
dependents following the termination of his Employment, then the
Company shall pay the employer portion of the monthly premium under
COBRA for the Employee and, if applicable, such dependents until
the earliest of (i)&nbs
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