October 26, 2005
Mr. Patrick Condo
1013 Kimberly Court
Great Falls, VA 22066-1546
Dear Pat:
This is to confirm
you employment arrangement as President and Chief Executive Officer
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 $480,000 per year,
payable on the Company’s normal payroll schedule (the
“Base Salary”).
b.
Bonus . In addition to your Base Salary, you will be
eligible for an annual bonus (the “Bonus”) of up to
$200,000 per year, calculated and paid on a quarterly basis (up to
$50,000 per quarter) based upon performance targets established by
the Company’s Board of Directors (or independent directors or
Compensation Committee as required by the rules and regulations of
Nasdaq).
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
conjunction with your services to the Company consistent with the
Company’s standard travel policy.
Your employment with
the Company will be on an “at will” basis, meaning that
either you or the Company may terminate your employment at any time
for any reason or no reason, without further obligation or
liability. The Company also reserves the right to modify or amend
the terms of your employment at any time for any reason. This
policy of at-will employment is the entire agreement as to the
duration of your employment and may only be modified in an express
written agreement duly authorized by the Company’s Board of
Directors.
General Terms
. In no way limiting the Company’s policy of employment
at-will, if your employment is terminated (i) by the Company
without Cause (as defined below), or (ii) terminated by you for
Good Reason (as defined below), in either case, whether or not
following or in connection with a Change in Control and other than
as a result of your death or disability, the Company will provide
you with the following:
a.
Severance . Equal to 18 months of your then-current regular
Base Salary and Bonus paid out over the Company’s regular
payroll schedule following the effective date of your release. Your
health and dental insurance coverage for your then-current Convera
plans will be paid by Convera through the COBRA vehicle for 18
months unless you receive comparable coverage under another
company’s plan before the end of that period at which point
Convera’s payments would cease.
b. Stock
Options . Your stock options will continue to vest through the
duration of the severance
