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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 .
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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:
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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 .
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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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