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exhibit 10.2
Employment Agreement
Agreement effective December 28, 2006, between MapInfo
Corporation, One Global View, Troy, New York 12180 "MapInfo" or
"Company"), and Michael Hickey ("Executive").
1. EMPLOYMENT AND
TERM
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1.1 Upon
execution of this Employment Agreement (the "Agreement"), it is
hereby acknowledged that this agreement and any exhibits hereto,
constitute the entire understanding between the parties, and all
previously executed employment agreements, together with any
addendums (including the agreement effective October 1, 2003, as
amended) previously executed by both parties, are hereby null and
void. No waiver or modification of the terms hereof shall be valid
unless in writing and signed by both parties and only to the extent
therein set forth.
1.2 MapInfo agrees to continue
employment of Executive, and he agrees to serve as MapInfo's Chief
Operating Officer.
1.3 Executive shall devote his best
and full-time efforts to fulfilling his responsibilities to
MapInfo. He shall use his individual expertise to the extent
possible for effective sales/profits operation of the company, as
well as the growth of the business, subject to the control,
discretion and approval of the President and Chief Executive
Officer. In the performance of his duties, he shall make an office
in the U.S. headquarters of MapInfo.
1.4 Term. The term of this
Agreement shall begin as of October 1, 2006, and continue until
September 30, 2009, unless terminated earlier pursuant to Section 5
below.
2. COMPENSATION AND
BENEFITS
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2.1 The Company shall pay to
Executive a base salary of not less than Three Hundred Ten Thousand
Dollars ($310,000) per annum, in accordance with the standard
payroll practices of the Company. During the term of the Agreement,
Executive's base salary may be adjusted as approved by the
Company's Board of Directors.
2.2 While he is employed, Executive
will be eligible to earn incentive compensation in accordance with
the MapInfo Executive Incentive Compensation Program (hereafter,
"MEICP") based on the Company's and Executive's performance during
each fiscal year as follows:
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2.2.1 An additional Seventy-Five
Percent (75%) of Executive's annual base salary may be earned per
MapInfo's fiscal year (October 1 through September 30), for
achieving targeted Company objectives and up to One Hundred Forty
Percent (140%) of base salary will be earned for achieving above
targeted objectives as outlined each fiscal year in Executive's
approved MEICP. The incentive compensation will be paid in
accordance with the schedule which MapInfo publishes each fiscal
year; and
2.2.2 Executive's annual incentive
compensation target may be increased from time to time in
accordance with the normal business practices of the Company.
2.3 Executive shall be entitled to
participate on the same basis and subject to the same
qualifications as other employees of
the Company in any disability, pension, life insurance, health
insurance, hospitalization and other fringe benefit plans in effect
and in accordance with the written terms of said plans which shall
be controlling.
2.4 The Company shall reimburse
Executive for all reasonable out-of-pocket expenses
incurred in connection with the
performance of his duties hereunder, payable in
accordance with the standard expense
account procedures of MapInfo .
2.5 If, during the term of this
Agreement, Executive has or would have completed a minimum of ten
(10) years' service with MapInfo and resigns or is terminated by
MapInfo without cause or MapInfo gives notice not to renew the
Agreement, Executive may elect continued healthcare insurance
coverage (which will include medical and dental) for up to thirty
six (36) months after the effective date of termination subject to
the conditions set forth below:
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2.5.1 If Executive elects continued
healthcare insurance coverage, he shall in writing notify MapInfo
of his election within sixty (60) continuous days of the effective
date of his termination.
2.5.2 If Executive timely elects
continued healthcare insurance coverage, Executive's cost for such
coverage will be equal to the lesser of (i) 30% of the applicable
COBRA premium charged for similar coverage or (ii) 110% of the cost
charged to active employees for similar coverage; provided,
however, in no event will Executive's cost for such coverage be
greater than 50% of the total employer/employee cost for such
coverage.
2.5.3 In the event that Executive's
participation in any such plan, program, or arrangement of the
Company or successor company is prohibited, the Company or
successor company will arrange to provide Executive with benefits
substantially similar to those which Executive would have been
entitled to receive under such plan, program, or arrangement, for
the same period that MapInfo or the successor company provides
healthcare insurance benefits to active employees.
2.6 At the expiration of this
Agreement (September 30, 2009), the Agreement and the employment
relationship will automatically terminate. If either the Company or
Executive decide not to renew the employment relationship upon the
expiration of the Term or an extension thereof, the Company shall
upon termination pay Executive severance pay of an amount equal to
his highest annual remuneration (consisting of base salary and
actual incentive compensation and perquisites) achieved during the
five (5) year period immediately preceding the date of notice.
Receipt of this severance payment shall be contingent upon
Executive's execution of a General Release substantially in the
format of the document attached hereto as Exhibit "A."
3. INTELLECTUAL PROPERTY,
CONFIDENTIAL INFORMATION AND NON-COMPETITION
Executive reaffirms his previously executed attached Employee
Intellectual Property, Confidential Information and Non-Competition
Agreement.
4. IRREPARABLE
INJURY
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4.1 Both parties hereto recognize
that the services Executive will render during the Term of his
employment are special, unique and of extraordinary character, and
Executive acknowledges that any violation by him of Section 3 of
this Agreement may cause the Company irreparable injury.
4.2 In the event of a breach or
threatened breach by Executive of the provisions of said Section 3,
MapInfo shall be entitled to an injunction restraining Executive
from violating the terms thereof, and from providing any
confidential information to any person, firm, corporation,
association or other entity, whether or not Executive is then
employed by, or an officer, director, or owner thereof.
4.3 Nothing herein shall be
construed as prohibiting the Company from pursuing any other
remedies available to it for such breach or threatened breach,
including recovery of damages from Executive.
5. EARLY
TERMINATION
"Cause" shall be defined and limited to (i) the willful
and continued failure by Executive to substantially perform his
duties hereunder (other than any such failure resulting from
Executive's incapacity due to physical or mental illness), or (ii)
conviction for any crime other than simple offenses or traffic
offenses; (iii) breach of Executive's fiduciary responsibilities to
the Company; (iv) conduct reflecting moral turpitude; (v)
commission of fraud, embezzlement, theft or misappropriation of
company funds or property, or gross misconduct in Executive's
dealings with or on behalf of the Company; (vi) violation of
federal securities laws; and/or (vii) breach of any duty of
confidentiality owed the Company.
"Change in Control of the Company" shall be deemed to
have occurred as of the first day any one or more of the following
conditions shall have been satisfied:
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a. Any person ( other than a trustee or other fiduciary
holding securities under an employee benefit plan of the Company,
or a corporation owned directly or indirectly by the stockholders
of the Company, in substantially the same proportions as their
ownership of stock of Owner Company), becomes the beneficial owner,
directly or indirectly, of securities of the Company, representing
more than fifty percent (50%) of the combined voting power of the
Company's then outstanding securities;
b. At any time during any twelve-month period, individuals who
at the beginning of such period cease to constitute a majority of
the Board of Directors of the Company during such twelve-month
period for any reason (except for death, disability or retirement);
or
c. The stockholders of the Company approve: (A) a plan of
complete liquidation of the Company; or (B) an agreement for the
sale or disposition of all or substantially all the Company's
assets; or (C) a merger, consolidation, or reorganization of the
Company with or involving any other corporation, other than a
merger, consolidation, or reorganization that would result in the
voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or
by being converted into voting securities of the surviving entity)
at least seventy-five percent (75%) of the combined voting power of
the voting securities of the Company (or such surviving entity)
outstanding immediately after such merger, consolidation, or
reorganization.
This section shall govern in case of any conflict between the
wording of this Agreement and the wording of the plan under which
any stock options were granted to Executive.
"Change in Control Date" shall mean the first date during
the Term on which a Change in Control of the Company occurs.
Anything in the Agreement to the contrary, notwithstanding, if
Executive's employment is terminated and if reasonably demonstrated
by Executive that such a termination of employment (i) was at the
request of a third party who has taken steps reasonably calculated
to effect a Change in Control of the Company, or (ii) otherwise
arose in connection with or anticipation of a Change in Control of
the Company, then for all purposes of this Agreement the "Change in
Control Date" shall mean the date immediately prior to the date of
such termination of employment.
"Date of Termination " shall mean:
(a) if Executive's employment is
terminated by his death, the date of his death;
(b) if Executive's employment is terminated by reason of his
disability (mental or physical),sixty (60) days after Notice of
Termination is given (provided that Executive shall not have
returned to the performance of his duties on a full-time basis
during such sixty (60) day period);
(c) if the Company terminates Executive's employment for Cause,
the date the Notice of Termination is given or later, if so
specified in such Notice of Termination. If the termination for
cause follows within twelve (12) months of a Change in Control of
the Company, a determination of a termination for "cause" shall
require the affirmative vote of at least three fourths of the
members of the Board acting in good faith and such vote shall not
be made prior to the expiration of a sixty (60) day period
following the date on which the Board shall by written notice to
Executive, furnish to him a statement of its grounds for proposing
to make such determination, during which period Executive shall be
afforded a reasonable opportunity to make oral and written
presentations to the members of the Board and to be represented by
his legal counsel at such presentations, or to refute the grounds
for the purposed determination if termination for "Cause"; and
(d) if Executive's employment is
terminated for any other reason, the date on which a Notice of
Termination is given.
"Good Reason" shall be deemed to exist, if Executive
terminates his employment within Ninety (90) days after the
occurrence of any of the following:
a. Without Executive's express written consent, a material
change is made to his responsibilities, status, or title(s).
b. A reduction by the Company in Executive's base salary.
c. An intentional, material reduction by the Company of
Executive's aggregate target incentive awards under the short-term
and long-term incentive plans.
d. The failure of the Company to maintain Executive's relative
level of coverage under its employee benefit, retirement, or
material fringe benefit plans, policies, practices, or arrangements
in which Executive participates, both in terms of the amount of
benefits provided and the relative level of his participation
(other than those plans or improvements that have expired
thereafter in accordance with their original terms), or the taking
of any action which would materially reduce Executive's benefits
under any of such plans or deprive him of any material fringe
benefit enjoyed by him. For this purpose, the Company may eliminate
and/or modify existing employee benefit plans and coverage levels
on a consistent and non-discriminatory basis applicable to all such
executives; provided , however, that Executive's level of
coverage under all such programs must be at least as great as is
such coverage provided to employees who have the same or lesser
levels of reporting responsibilities within the organization.
e. The failure by the Company to pay Executive any material
amount of his current salary, or any material amount of his
compensation deferred under any plan, agreement or arrangement of
or with the Company, within ten (10) days after make written demand
for such amount.
f. The change of Executive's principal place of employment to a
location more than thirty-five (35) miles from such principal place
of employment, except for required travel by the Company on
business to an extent substantially consistent with his business
travel obligations.
g. The failure by the Company to obtain an assumption of the
obligations of the Company under this Agreement by any successor to
the Company.
"Notice of Termination" shall mean a written notice to
the other party that Executive is terminating or t
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