Norris Employment Agreement
AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT
This
Amended and Restated Executive Employment Agreement (this
“Agreement”), effective as of February 25, 2008
(the “Effective Date”) is made by and between
Sonic Solutions (“Company”) and Paul F. Norris
(“Executive”).
RECITALS
WHEREAS,
Company and Executive previously entered into an Executive
Employment Agreement dated January 23, 2007 (the “Prior
Agreement”); and
WHEREAS,
Company and Executive now wish to amend and restate the Prior
Agreement in its entirety as set forth herein;
NOW,
THEREFORE, for and in consideration of the mutual promises,
covenants and obligations contained herein, Company and
Executive agree as follows:
AGREEMENT
1.
Employment and Duties.
1.1.
Employment. Beginning
as of Effective Date, Company agrees to employ Executive and
Executive agrees to be employed by Company in accordance with the
terms and conditions of this Agreement.
1.2.
Position. During
the term of employment under this Agreement, Company shall employ
Executive in the position of Executive Vice President, Interim
Chief Financial Officer and General Counsel of Company, or in such
other executive positions as the parties mutually may
agree.
1.3.
Duties and Services. Executive
agrees to serve in the position referred to in Section 1.2
and
to perform diligently and to the best of his abilities the duties
and services appertaining to such office as reasonably directed by
Company. Executive’s employment shall also be subject to the
policies contained in Company’s Conduct of Conduct and other
similar documents, all as amended from time to time.
1.4.
Other Interests. Executive
agrees, during the period of his employment by Company, to devote
his full business time, energy and best efforts to the business and
affairs of Company and its affiliates and not to engage without the
Company’s consent, directly or indirectly, in any other
business, investment, or activity that interferes with
Executive’s performance of Executive’s duties
hereunder, is contrary to the interests of Company or any of its
affiliates, or except as approved by Company in advance, requires
any significant portion of Executive’s business
time.
1.5.
Duty of Loyalty. Executive
acknowledges and agrees that Executive owes a fiduciary duty of
loyalty, fidelity and allegiance to act at all times in the best
interests of Company and to do no act which would injure the
business, interests, or reputation of Company or any of its
subsidiaries or affiliates. In keeping with these duties, Executive
shall make full disclosure to Company of all business opportunities
pertaining to Company’s business and shall not appropriate
for Executive’s own benefit business opportunities concerning
the subject matter of the fiduciary relationship.
1.6.
Conflicts of Interest. It
is agreed that any direct or indirect interest in, connection with,
or benefit from any outside activities, particularly commercial
activities, which interest might in any way adversely affect
Company or any of its affiliates, involves a possible conflict of
interest. In keeping with Executive’s fiduciary duties to
Company, Executive agrees that Executive shall not knowingly become
involved in a conflict of interest with Company or any of its
affiliates, or upon discovery thereof, allow such a conflict to
continue. Moreover, Executive agrees that Executive shall disclose
to Company any facts which might involve such a conflict of
interest that has not been approved by Company’s Chief
Executive Officer or Board of Directors (the “Board”).
Executive agrees that Company’s determination as to whether a
conflict of interest exists shall be conclusive. Company reserves
the right to take such action as, in its judgment, will end the
conflict.
2.
At Will Employment. Executive’s
employment is at-will, and, subject to Section 6
and the other terms hereof, either Executive or Company may
terminate the employment relationship at any time, with or without
cause or notice.
3.
Compensation.
3.1.
Base Salary. Executive
shall receive an annual base salary equal to $300,000.
Executive’s base salary shall be reviewed periodically, and
may be modified from time to time by the Board (or as the Board may
designate consistent with applicable laws and regulations, by the
Compensation Committee or other committee of the Board or by an
officer of the Company) in its sole discretion and, after any such
change, Executive’s new level of base salary shall be
Executive’s base salary for purposes of this Agreement until
the effective date of any subsequent change. Executive’s base
salary shall be paid in equal installments in accordance with
Company’s standard policy regarding payment of compensation
to its employees.
3.2.
Incentive Compensation. While
Executive is actively employed under this Agreement, Executive
shall be entitled to participate in any long term or annual
incentive plans maintained by Company for its
executives.
3.3.
Other Benefits. While
employed by Company, Executive shall be allowed to participate, on
the same basis generally as other employees of Company, in all
general employee benefit plans and programs, including improvements
or modifications of the same, which on the Effective Date or
thereafter are made available by Company to Company’s
employees. Such benefits plans and programs may include, without
limitation, medical, health, and dental care, life insurance, and
disability protection. Nothing in this Agreement is to be construed
or interpreted to provide greater rights, participation, coverage,
or benefits under such benefit plans or programs than provided to
similarly situated employees pursuant to the terms and conditions
of such benefit plans and programs.
3.4.
Changes Permitted. Company
shall not by reason of Sections 3.2 and
3.3 be
obligated to institute, maintain, or refrain from changing,
amending, or discontinuing, any of such benefit plans or programs,
so long as such actions are similarly applicable to covered
employees generally.
4.
Protection of Information. Executive
and Company each ratify, confirm and acknowledge their continuing
agreement to the terms set forth in the Invention and Confidential
Information Agreement previously entered into between
them.
5.
Statements Concerning Company; Legal
Requirements.
5.1.
Statements Concerning Company. Executive
shall refrain, both during the employment relationship and after
the employment relationship terminates, from publishing any oral or
written statements about Company, any of its affiliates, or any of
such entities’ officers, employees, agents or representatives
that are slanderous, libelous, or defamatory; or that disclose
confidential information about Company, any of its affiliates, or
any of such entities’ business affairs; or that place
Company, any of its affiliates, or any of such entities’
officers, employees, agents, or representatives in a false light
before the public. A violation or threatened violation of this
prohibition may be enjoined by the courts.
5.2.
Compliance with Laws. Executive
shall at all times comply with United States laws applicable to
Executive’s actions on behalf of Company, including, without
limitation, the United States Foreign Corrupt Practices
Act.
6.
Benefits Upon Termination of Employment.
6.1.
Termination without Cause or for Go
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