EXHIBIT 10.30.1
EXECUTIVE EMPLOYMENT
AGREEMENT
This Employment Agreement (
“Agreement” ) is made as of June 27, 2000 by and
between Exult, Inc. (the “Company” ), and
Michael J. Salvino ( “Executive” ).
1. Duties and
Responsibilities.
(a) Executive shall serve as the
Company’s Executive Director, Business Development and shall
report to and perform the duties and responsibilities assigned to
Executive by the Company’s Vice President, Business
Development, or such other person as may be designated by the
Company’s Chief Executive Officer (the
“CEO” ).
(b) Executive shall be based at the
Company’s office located at Irvine, California. Executive
will be required to attend an extensive number of meetings at
prospective clients and clients or meetings for other business
purposes outside of Southern California. While not at a client site
or travelling for other business purposes, Executive may work from
home.
2. Period of
Employment. Executive’s employment with the Company
shall be governed by this Agreement for the period commencing June
26, 2000 and continuing until this Agreement terminates pursuant to
written notice by either the Company or Executive. The period
during which Executive’s employment continues in effect shall
be hereafter referred to as the “Employment Period.”
However, notwithstanding the foregoing, commencement of
Executive’s employment will be subject to Executive’s
lawful and effective cessation of any employment or consulting
relationship with any third party.
3. Cash
Compensation.
(a) Executive’s initial base
salary shall be $250,000 per year payable in accordance with the
Company’s standard payroll schedule. Executive’s base
salary shall be subject to annual review by the Company, and may be
increased or decreased in the Company’s
discretion.
(b) As part of the sales team,
Executive may be eligible for a portion of a deal pool, to be
established and defined at the sole discretion of the Company, for
new business booked based on Executive’s performance and
contribution. Executive’s annual sales incentive target will
be $150,000, prorated for the portion of the fiscal year worked
according to the Company policy. The incentive payment is intended
to reward contribution to Company’s performance over an
entire fiscal year, and consequently will be paid only if Executive
is employed and in good standing at the time of incentive payments,
which generally occurs within 45 days after the close of the
Company’s fiscal year.
(c) The Company may deduct and
withhold from the compensation payable to Executive hereunder any
and all applicable federal, state and local income and employment
withholding taxes and any other amounts required to be deducted or
withheld by the Company under applicable statutes, regulations,
ordinances or orders, as well as any amounts that may be owed by
Executive to the Company from time to time.
4. Equity
Compensation. Pursuant
and subject to the terms and conditions of the Company’s 2000
Equity Incentive Plan and approval by the Company’s Board of
Directors, the Company will grant to Executive an option to
purchase 125,000 shares of the Company’s Common Stock. The
option will vest and become exercisable in installments over time
beginning on the first anniversary of the commencement of the
Employment Period and continuing for three years thereafter. The
option price will be the fair market value per share of Common
Stock on the date of grant.
5. Expense
Reimbursement. In
addition to the compensation specified in Section 3 ,
Executive shall be entitled, in accordance with the Company’s
reimbursement policies in effect from time to time, to receive
reimbursement from the Company for reasonable business expenses
incurred by Executive in the performance of his duties hereunder,
provided Executive furnishes the Company with vouchers, receipts
and other details of such expenses in the form required by the
Company sufficient to substantiate a deduction for such business
expenses under all applicable rules and regulations of federal and
state taxing authorities.
6. Fringe
Benefits.
(a) Executive shall, throughout the
Employment Period, be eligible to participate in all executive life
and disability insurance programs, group term life insurance plans,
group health plans, accidental death and dismemberment plans and
disability programs and other executive perquisites that are made
available to the Company’s executives and for which Executive
qualifies under the Company’s policies.
(b) Executive shall earn vacation
time during the Employment Period at the rate of four (4) weeks per
year. Vacation shall accrue and be taken pursuant to the
Company’s vacation benefit policy set forth in the
Company’s Employee Handbook.
7. Employment at Will;
Severance.
(a) Executive’s employment
with the Company is at will and not for a specific term and may be
terminated by either the Company or Executive at any time, for any
reason without notice. Similarly, the Company may change
Executive’s responsibilities, duties, title, and reporting
relationships at any time for any reason.
(b) If Executive voluntarily resigns
his employment without Good Reason as defined in Section
7(c) , or if the Company terminates Executive’s
employment for Cause, as defined below, the Company shall have no
further obligation to Executive under this Agreement or any other
severance obligation other than for accrued but unpaid salary and
vacation as of the date of termination. For purposes of this
Agreement, “Cause” means (i) Executive has engaged in
any “Misconduct” as defined as of the date of this
Agreement in the Company’s 2000 Equity Incentive Plan; (ii)
repeated failure by Executive to achieve reasonable performance
standards that have been described by the Company in writing and
communicated to Executive in reasonable detail, or neglect by
Executive in the performance of duties assigned to him that
continues or recurs more than ten days after Executive’s
receipt of written notice from the Company specifying such neglect
in reasonable detail and demanding cure; or (iii)
Executive’s
2
conviction of, or plea of nolo
contendere to, any felony, or any misdemeanor involving moral
turpitude or fraud.
(c) If the Company terminates
Executive’s employment other than for Cause, death or
disability, or if Executive resigns his employment with Good
Reason, then contingent upon execution and delivery to the Company
of an unconditional release in form satisfactory to the Company of
all claims against the Company and its affiliates and the officers,
directors, and employees of the Company and its affiliates, and any
other persons that the Company or its affiliates would be required
to indemnify, arising from or in connection with this Agreement or
Executive’s employment with the Company or the termination of
that employment, Executive will be entitled to severance in an
amount equal to one year’s annual salary, measured by
Executive’s salary as in effect on the first day of the
fiscal year in which termination occurs, and payable in a lump sum
within 90 days of termination. For these purposes,
“resignation with Good Reason” means breach by the
Company of this Agreement in any material respect and failure to
cure such breach within 15 days of receipt from Executive of a
written demand for cure, followed by resignation by Executive of
his employment within 30 days after the end of such 15-day cure
period.
(d) Notwithstanding anything herein
to the contrary, the Company shall have no obligation to make any
severance payments to Executive, and Executive shall return to the
Company any severance payments made by the Company to Executive, if
at any time before or after termination of employment Executive
breaches in any material respect any contractual or fiduciary
obligation to the Company, and if such breach is susceptible of
cure, fails to cure such breach within thirty days of the
Company’s delivery to Executive of notice of the breach and
demand for cure, and any severance payment obligation of the
Company will be suspended pending such cure.
8. Representations and
Restrictive Covenants.
(a) In order to induce the Company
to hire him as set forth in this Agreement, Executive represents,
warrants and undertakes to the Company as follows:
(i) Executive has been fully advised
by counsel independent of the Company of his obligations under and
the terms of all agreements and other ob
