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EMPLOYMENT AGREEMENT

Executive Employment Agreement

EMPLOYMENT AGREEMENT | Document Parties: CIBER, INC | Denver, CO You are currently viewing:
This Executive Employment Agreement involves

CIBER, INC | Denver, CO

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Title: EMPLOYMENT AGREEMENT
Governing Law: Colorado     Date: 4/1/2005
Industry: Software and Programming     Law Firm: Faegre Benson     Sector: Technology

EMPLOYMENT AGREEMENT, Parties: ciber  inc , denver  co
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Exhibit 99.1


EMPLOYMENT AGREEMENT

        THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of March 30, 2005, by and between CIBER, INC., a Delaware corporation ("Corporation"), and MAC J. SLINGERLEND ("Officer").

Recital

        Corporation most recently entered into an Employment Agreement with Officer on February 18, 2004. Corporation and Officer desire to amend and supersede that agreement and continue the employment of the Officer by Corporation, on the terms and subject to the conditions set forth in this Agreement.

Agreement

        THE PARTIES AGREE AS FOLLOWS:

        1.      Duties . Officer agrees to be employed by and to serve Corporation in the position set forth on Exhibit A , and Corporation agrees to employ and retain Officer in such capacity. Officer shall devote all of his business time, energy and skill to the affairs of Corporation. Officer shall have powers and duties commensurate with his position set forth on Exhibit A . Officer shall comply with the general management policies of Corporation as announced from time to time. Officer's principal place of business with respect to his services to Corporation shall be within twenty (20) miles of the central business district of Denver, Colorado, although Officer shall be required at various times to travel as part of his duties.

        2.      Term of Employment . The initial term of employment of Officer by Corporation shall be from the date of this Agreement through December 31, 2005, unless terminated earlier pursuant to this Agreement. This Agreement shall renew automatically for a period of one year on each January 1st hereafter, subject to the termination provisions hereof.

        3.      Salary, Benefits and Bonus Compensation .

  •         3.1    Base Salary . Corporation agrees to pay to Officer initially a "Base Salary" as set forth on Exhibit A payable in twenty-six (26) equal biweekly installments. The Base Salary for each fiscal year or portion thereof after fiscal year 2004 shall be determined in the sole discretion of the Board of Directors, but shall not be less than $500,000 per annum. In the absence of and until any revised salary determination by the Board, Officer's Base Salary for a particular fiscal year shall be identical to Officer's Base Salary in effect on December 31 st of the immediately preceding fiscal year.

            3.2    Bonuses . Officer shall be eligible to receive a bonus for the fiscal year ending December 31, 2005. Such bonus will be determined in accordance with the formula described on Exhibit A and paid within seventy five (75) days after the year end to which such bonus relates. The bonus for each fiscal year or portion thereof shall be determined in the sole discretion of the Board of Directors.

            3.3    Additional Benefits . During the term of his employment, Officer shall be entitled to the following fringe benefits:

    •         3.3.1    Officer Benefits . Officer shall be eligible to participate in such of Corporation's benefit and compensation plans as may be generally available to executive officers of Corporation, including, without limitation, profit sharing, employee stock purchase plans, medical, dental, health and annual physical examination plans, life and disability insurance plans, financial planning and retirement programs, according to their terms. All such benefit plans may be amended or discontinued in the sole discretion of Corporation.

              3.3.2    Business Expenses . Corporation shall reimburse Officer for all reasonable and necessary expenses incurred in carrying out his duties under this Agreement, including travel and entertainment expenses. Officer shall present monthly to Corporation an itemized account of such expenses in such form as may be required by Corporation.

              3.3.3    Clubs . Corporation shall pay all initiation fees and dues charged by Glenmoor Country Club and for such additional organizations, if any, as shall be approved by the Board or the Chairman of the Compensation Committee of Corporation.

              3.3.4    Vacation . Officer shall be entitled to vacation time generally available to executive officers of Corporation during which vacation time his compensation shall be paid in full.

              3.3.5    Life Insurance . Upon Officer passing any required physical examination, Corporation shall at its expense procure and keep in effect an unrated insurance policy or policies on the life of Officer in an amount of not less than $1,000,000, payable to such beneficiaries as Officer may from time to time designate. To the extent the Corporation maintains "key man" life insurance on the life of Officer of at least $1,000,000, the Corporation may utilize such insurance to discharge the obligation set forth in the preceding sentence. Such policies shall be owned by Corporation. Officer shall cooperate in the obtaining of all such insurance policies as Corporation may desire to apply for and own for its own purposes. This insurance is in addition to any group life coverage which may be provided to Officer by Corporation.

              3.3.6    Deferred Compensation . Officer shall be entitled to participate in a deferred compensation plan pursuant to and subject to the terms and conditions set forth in a separate agreement between the parties.

            3.4    Option to Acquire Common Stock . Officer has been granted options, pursuant to and subject to the terms and conditions of Corporation's Equity Incentive Plan and the option agreements executed by and between Officer and the Corporation, to purchase certain shares of Corporation's Common Stock at the exercise price or prices stated in the option agreements. Such option agreements remain in effect in accordance with their terms and are unaffected by this Agreement. Unless subsequently changed by the Corporation's Board of Directors, the Corporation will grant Officer options to acquire common stock in the Corporation for 200,000 shares at the first Board meeting in 2006 and 2007, at the then current market price, with vesting equal to 34% on the date of the grant and 22% on the next three anniversaries of the grant date. Any further options shall be granted at the sole discretion of the Corporation's Board of Directors.

        4.      Termination of Employment .

  •         4.1    Termination for Cause . Termination for Cause (as defined below) of Officer's employment may be effected by Corporation at any time without liability except as specifically set forth in this Subsection. The termination shall be effected by written notification to Officer and shall be effective as of the time set forth in such notice. At the effective time of a Termination for Cause, Officer immediately shall be paid all accrued Base Salary and any reasonable and necessary business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination. In addition, Officer shall be entitled to benefits under any benefit plans of Corporation in which Officer is a participant to the full extent of Officer's rights under such plans.

            4.2    Termination Other Than for Cause . Corporation may effect a Termination Other Than for Cause (as defined below) of Officer's employment at any time upon giving written notice to Officer of such termination and without liability except as specifically set forth in this Subsection. The termination shall be effective as of the time set forth in such notice. At the effective time of any Termination Other Than for Cause, Officer shall immediately be paid all accrued Base Salary and any reasonable and necessary business expenses incurred by Officer in connection with his duties hereunder, all to the effective time of termination. Officer shall also be entitled to any unpaid bonus compensation and such unpaid bonus compensation shall be paid promptly once it has been determined, but no later than sixty (60) days after the first quarter end following termination. Unpaid bonus compensation for the purposes of this Section 4 shall be an amount equal to the product of (i) 5% of the difference between Officer's total accrual basis bonus compensation for the immediately preceding fiscal year (or if such bonus compensation has not been determined, Officer's bonus compensation for the fiscal year preceding such immediately preceding fiscal year) and any amount pre-paid against Officer's bonus compensation for the fiscal year during which termination occurs, and (ii) the number of full calendar months of Officer's employment during the fiscal year in which termination occurs. In addition, Officer shall immediately be paid the percentage of his Base Salary set forth on Exhibit A , unless Officer requests to be paid ratably over the respective period. Officer shall also be entitled to benefits under any benefit plans of Corporation in which Officer is a participant to the full extent of Officer's rights under such plans, and Corporation shall pay Officer's medical, life and disability insurance premiums under Corporation's plans (or shall pay Officer a sum in cash, not to exceed $1,000.00 per month, to pay private plan premiums for coverage substantially the same as Corporation's) for the number of months following termination set forth on Exhibit A .

            4.3    Termination by Reason of Disability . If Officer, in the reasonable judgment of the Board of Directors of Corporation, has failed to perform his duties under this Agreement on account of illness or physical or mental incapacity, and such illness or incapacity continues for a period of more than six (6) months, then the question of whether Officer's illness or incapacity is reasonably likely to continue shall be submitted to Corporation's or, if disability insurance is maintained by Officer, Officer's disability insurance carrier for determination. In the event such insurance carrier determines that Officer is subject to such an illness or incapacity, Corporation shall have the right to terminate Officer's employment ("Termination for Disability") by written notification to Officer and payment to Officer of all accrued Base Salary, unpaid bonus compensation (prorated as provided in Section 4.2) and any reasonable and necessary business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination. In addition, Officer shall immediately be paid the percentage of his Base Salary set forth on Exhibit A . Officer shall also be entitled to benefits under any benefit plans in which Officer is a participant, including disability benefits which may be provided pursuant to Section 3.3.1, to the full extent of Officer's rights under such plans. In addition, Corporation shall pay Officer's medical, life and disability insurance premiums under Corporation's plans (or shall pay Officer a sum in cash, not to exceed $1,000.00 per month, to pay private plan premiums for coverage substantially the same as Corporation's) for the number of months following termination set forth on Exhibit A .

            4.4    Death . In the event of Officer's death during the term of employment, Officer's employment shall be deemed to have terminated as of the last day of the month during which his death occurs, and Corporation shall pay promptly to his estate (a) all accrued Base Salary, unpaid bonus compensation (as defined in Section 4.2) and any reasonable and necessary business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, and proceeds from insurance policies as provided in Section 3.3.5 and (b) the percentage of Officer's Base Salary set forth on Exhibit A payable immediately on the effective day of termination. Officer's estate shall also be entitled to benefits under any benefit plans of Corporation in which Officer is a participant to the full extent of Officer's rights under such plans.

            4.5    Voluntary Termination . In the event of a Voluntary Termination (as defined below) by Officer, Corporation shall immediately pay all accrued Base Salary and any reasonable and necessary business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination.

            4.6    Termination Upon a Change in Control . In the event of a Termination Upon a Change in Control (as defined below), Officer shall immediately be paid all accrued Base Salary, unpaid bonus compensation (as defined in Section 4.2) and any reasonable and necessary business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination. In addition, Officer shall be paid the amount set forth on Exhibit A in bi-weekly or monthly installments, at Corporation's option, over thirty-six (36) months. Officer shall also be entitled to benefits under any benefit plans of Corporation in which Officer is a participant to the full extent of Officer's rights under such plans, and Corporation shall pay Officer's medical, life and disability insurance premiums under Corporation's plans (or shall pay Officer a sum in cash, not to exceed $1,000.00 per month, to pay private plan premiums for coverage substantially the same as Corporation's) for the number of months following termination set forth on Exhibit A . Notwithstanding the foregoing, solely in the event of a Termination U


 
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