Exhibit 10.16
Matthew G. Jones
12028 Hamden Court
Oakton, Virginia 22124
Dear Matt:
Congratulations on your promotion to
Executive Vice President, Chief Financial Officer and Treasurer
effective December 6, 2006 (the “Approval Date”). This
is to confirm your new compensation and employment arrangements
with Convera Corporation.
a.
Base Salary. As payment for the services to be
rendered by you and subject to the provisions hereinafter stated
the Company shall pay you a base salary at an annualized rate of
$250,000 per year, payable on the Company’s normal payroll
schedule (the “Base Salary”).
b.
Bonus. Effective with the 3rd Quarter of
Convera’s Fiscal Year 2007, in addition to your Base Salary,
you will be eligible for a bonus (the “Bonus”) of up to
$100,000 per fiscal year, prorated from the beginning of the 3rd
Quarter, calculated and paid annually after completion of the
Company’s fiscal year subject to the provisions of the
Executive Bonus Plan.
a.
Stock Option. Effective on the Approval Date, you
will be granted options under the Convera Incentive Stock Option
Plan to purchase 225,000 shares of Convera common stock. These
stock option grants will be made at the market price at the time of
grant, as determined under the Plan, and vest 12.5% every six
months. The Option will be an incentive stock option to the maximum
extent allowed by the tax code and will be subject to the terms of
the Company’s 2000 Stock Option Plan (the “Plan”)
and the Stock Option Agreement between you and the Company, which
will contain the standard terms and provisions applicable to
employees generally.
b.
Acceleration Benefit. Notwithstanding the immediately
preceding paragraph, the Stock Option Agreement shall also provide
that if the Company is subject to a Change of Control, then 100% of
the unvested portion of the Options as of the Change of Control
date will accelerate. For purposes of this letter, a “Change
in Control” means the occurrence of either of the
following:
i. The
consummation of the sale or disposition by the Company of all or
substantially all of the Company’s assets to another
corporation, entity or person (ie. being understood that the sale
by the Company of the RetrievalWare assets shall not be deemed a
sale of substantially all assets); or
ii. The
Company combines or is consolidated with, or merges with or into,
any other corporation, entity or person and the holders of all of
the total voting power represented by the
outstanding voting securities of the
Company immediately prior to such transaction become in total the
beneficial owner or owners of less than fifty percent (50%) of the
total voting power represented by the outstanding voting securities
of the Company or the surviving entity or its parent immediately
after such transaction, and a majority of the Board of Directors
immediately after such transaction consists of individuals other
than individuals who served as directors immediately prior to such
transaction.
a.
Benefits. As a full-time employee you shall be
eligible to participate in such of the Company’s benefit
plans as are now generally available or later made generally
available to full time employees of the Company, including 401(k)
plan, medical, dental, vision, life and long-term disability
insurance plans.
b.
Expense Reimbursement. The Company agrees to
reimburse you for all reasonable, ordinary and necessary travel and
entertainment expenses incurred by you in conjunction with your
services to the Company consistent with the Company’s
standard reimbursement policies. The Company shall pay travel costs
incurred by you in con
