DIVESH SISODRAKER EMPLOYMENT
AGREEMENT
This Agreement is
entered into as of March 8, 2006 (the “Effective
Date”) by and between Taleo Corporation, a Delaware
corporation, (the “Company”) and Divesh Sisodraker
(“Executive”).
1. Duties
and Scope of Employment .
(a)
Positions and Duties . As of the Effective Date, Executive
will serve as Executive Vice President and Chief Financial Officer.
Executive will assume and discharge such responsibilities as are
commensurate with such position and as the Chief Executive Officer
may direct from time to time. During Executive’s employment
with Company, Executive shall devote Executive’s full time,
skill and attention to Executive’s duties and
responsibilities and shall perform faithfully, diligently and
competently. In addition, Executive shall comply with and be bound
by the operating policies, procedures and practices of Company in
effect from time to time during Executive’s employment. The
period of Executive’s employment under this Agreement is
referred to herein as the “Employment Term.”
(b)
Obligations . During the Employment Term, Executive will
devote Executive’s full business efforts and time to the
Company. For the duration of the Employment Term, Executive agrees
not to actively engage in any other employment, occupation, or
consulting activity for any direct or indirect remuneration
(including membership on a board of directors) without the prior
approval of the Chief Executive Officer; provided, however, that
Executive may, without the approval of the Chief Executive Officer,
serve in any capacity with any civic, educational, or charitable
organization, provided such services do not interfere with
Executive’s obligations to Company.
2.
At-Will Employment . Executive and the Company agree that
Executive’s employment with the Company constitutes
“at-will” employment. Executive and the Company
acknowledge that this employment relationship may be terminated at
any time, upon written notice to the other party, with or without
good cause or for any or no cause, at the option either of the
Company or Executive. However, as described in this Agreement,
Executive may be entitled to severance benefits depending upon the
circumstances of Executive’s termination of employment. Upon
the termination of Executive’s employment with the Company
for any reason, Executive will be entitled to payment of all
accrued but unpaid vacation, expense reimbursements, and other
benefits due to Executive through Executive’s termination
date under any Company-provided or paid plans, policies, and
arrangements. Executive agrees to resign from all positions that
Executive holds with the Company immediately following the
termination of Executive’s employment if Company so
requests.
(a)
Base Salary . As of the Effective Date, the Company will pay
Executive an annual salary of $200,000 USD as compensation for
Executive’s services (the “Base Salary”),
provided that Base Salary may be paid in Canadian Dollars, at the
conversion rate in effect as of the date payroll is processed,
until Executive is eligible to receive payment in USD. The Base
Salary will be paid periodically in accordance with the
Company’s normal payroll practices (but no less frequently
than once per month) and be subject to the usual, required
withholding. Executive’s salary will be subject to annual
review, and adjustments will be made based upon the Company’s
standard practices or the discretion of the Company’s Board
of Directors.
(b)
Bonus . Executive’s annual target for the aggregate
amount of annual and quarterly bonuses will be $100,000 USD
(“Target Bonus”), provided that Target Bonus may be
paid in Canadian Dollars, at the conversion rate in effect as of
the date payroll is processed, until Executive is eligible to
receive payment in USD. Allocation, eligibility and payment of
Target Bonus will be based upon achievement of quarterly and yearly
performance goals approved by the Chief Executive Officer and set
forth in an annually and/or quarterly revised Target Bonus
Schedule, the first of which is attached hereto as Schedule A.
Executive will have the opportunity to discuss the nature of such
performance goals with the Chief Executive Officer prior to such
performance goals being approved by the Chief Executive
Officer.
4.
Employee Benefits . During the Employment Term, Executive
will be eligible to participate in accordance with the terms of all
Company employee benefit plans, policies, and arrangements that are
applicable to other senior executives of the Company, as such
plans, policies, and arrangements may exist from time to time.
Executive will be entitled to 4 weeks of paid annual
vacation.
5.
Expenses . The Company will reimburse Executive for
reasonable travel and other expenses incurred by Executive in the
furtherance of the performance of Executive’s duties
hereunder, in accordance with the Company’s expense
reimbursement policy as in effect from time to time.
6.
Relocation Reimbursement. Executive will be eligible to
receive reasonable reimbursement for relocation expenses from
Vancouver to the San Francisco Bay areas, not to exceed $30,000.
The Company will gross-up taxable relocation expenses in order to
pay the appropriate tax authorities on Executive’s behalf.
Should Executive resign without Good Reason (as defined below) or
be terminated for Cause (as defined below) within one year of
Executive’s hire date, Executive hereby agrees to repay a
pro-rated portion of all relocation expense reimbursement payments
made by Company to Executive as follows: for each month not
employed during the twelve months period from Executive’s
hire date, Executive must repay Taleo 1/12 of all relocation
reimbursement payments made to Executive or on behalf of
Executive.
7.
Termination and Severance .
(a) If
Company or a successor corporation terminates Executive’s
employment for any reason other than Cause (as defined below) or if
Executive resigns for Good Reason (as defined below) then Company
or the successor corporation will (1) pay prorated bonuses for
any partially completed bonus periods through Executives
termination date (at an assumed 100% on-target achievement of
goal), less any applicable state and federal required withholding
amounts and other lawful deductions, (2) continue to pay
Executive’s Base Salary at the rate in effect at the time of
Executive’s resignation or termination of employment for a
period of 6 months from the date of Executive’s
resignation or termination of employment, less any applicable state
and federal required withholding amounts and other lawful
deductions, and (3) if Executive elects to continue
Executive’s health insurance coverage under the Consolidated
Omnibus Budget Reconciliation Act (“COBRA”) following
such termination or resignation of Executive’s employment,
pay the same portion of Executive’s monthly premium under
COBRA as it pays for active employees until the earliest of
(i) the close of the 6 month period following the
termination of Executive’s employment, (ii) the
expiration of Executive’s continuation coverage under COBRA,
or (iii) the date when Executive becomes eligible for
substantially equivalent health insurance coverage in connection
with new employment or self-employment.
(b) If
Company or a successor corporation terminates Executive’s
employment for any reason other than Cause (as defined below) or if
Executive resigns for Good Reason (as defined below) and
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either such
event takes place within one year following a Change in Control (as
defined below), then Company or the successor corporation will
(1) pay prorated bonuses for any partially completed bonus
periods through Executives termination date (at an assumed 100%
on-target achievement of goal), less any applicable state and
federal required withholding amounts and other lawful deductions,
(2) continue to pay Executive’s Base Salary at the rate
in effect at the time of Executive’s resignation or
termination of employment for a period of 12 months from the
date of Executive’s resignation or termination of employment,
less any applicable state and federal required withholding amounts
and other lawful deductions, (3) pay bonuses (at an assumed
100% on-target achievement of goal) at the rate in effect at the
time of Executive’s resignation or termination of employment
for a period of 12 months from the date of Executive’s
resignation or termination of employment (bonuses will be prorated
for any partially completed bonus periods through the 12 month
period from the date of Executive’s resignation or
termination of employment), less any applicable state and federal
required withholding amounts and other lawful deductions, and
(4) if Executive elects to continue Executive’s health
insurance coverage under the Consolidated Omnibus Budget
Reconciliation Act (“COBRA”) following such termination
or resignation of Executive’s employment, pay the same
portion of Executive’s monthly premium under COBRA as it pays
for active employees until the earliest of (i) the close of
the 12 month period following the termination of
Executive’s employment, (ii) the expiration of
Executive’s continuation coverage under COBRA, or
(iii) the date when Executive becomes eligible for
substantially equivalent health insurance coverage in connection
with new employment or self-employment.
(c) All
benefits set forth in Sections 7(a) and 6(b) are collectively
referred to as “Severance.” Severance payments shall be
made by Company on the date such payments would have been made had
Executive’s employment relationship with Company continued
(e.g., Severance based on Base Salary shall be paid twice per month
and Severance based on Target Bonuses shall be paid quarterly or
annually as appropriate).
(d) In
addition to Severance, in the event that Company or a successor
corporation terminates Executive’s employment for any reason
other than Cause (as defined below) or if Executive resigns for
Good Reason (as defined below) and either such event did
not take place within one year following a Change in
Control (as defined below), then Executive will receive immediate
vesting with respect to the number of options that would have
vested in accordance with Executive’s then-current stock
option grants had Executive remained employed for an additional
6 months and, if applicable, the Company’s right of
repurchase shall continue to lapse in accordance with
Executive’s then-current restricted stock grants for a period
of 6 months from the date of such termination or resignation
of employment. In the event of Executive’s termination of
employment as described in this subsection (d), the
Executive’s then vested stock options shall be exercisable
for 3 months after Executive’s date of termination.
Notwithstanding the foregoing, in no case shall any option be
exercisable after the expiration of its term.
(e) In
addition to Severance, in the event that Company or a successor
corporation terminates Executive’s employment for any reason
other than Cause (as defined below) or if Executive resigns for
Good Reason (as defined below) and either such event takes place
within one year following a Change in Control (as defined below),
Executive will receive immediate vesting with respect to all
unvested stock options that are held by Executive and the
Company’s right of repurchase shall lapse entirely with
respect to restricted stock grants from the Company to Executive.
In the event of Executive’s termination of employment as
described in this subsection (e), the Executive’s then
outstanding stock options shall be exercisable for 3 months
after Executive’s date of termination. Notwithstanding the
foregoing, in no case shall any option be exercisable after the
expiration of its term.
(f) For
purposes of this Section 7, “Cause” means
(i) any act of personal dishonesty taken by Executive in
connection with Executive’s employment responsibilities,
(ii) Executive’s conviction of a felony, (iii) any
act by Executive that constitutes material misconduct,
(iv) repeated failures to follow the lawful, reasonable
instructions of the Chief Executive Officer, or
(v) substantial violations of employment or fiduciary duties,
responsibilities or obligations to Company.
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(g) For
purposes of this Section 7, “Good Reason” means
(i) without Executive’s consent, a significant reduction
of Executive’s duties, position or responsibilities relative
to Executive’s duties, position or responsibilities in effect
immediately prior to such reduction, other than a reduction where
Executive are asked to assume substantially similar duties and
responsibilities in a division of a larger entity after a Change in
Control; (ii) without Executive’s consent, a reduction
of Executive’s Base Salary or Target Bonus other than a
one-time reduction that does not exceed twenty percent (20%) and
that is also applied to substantially all of Company’s senior
executives; (iii) without Executive’s consent,
Executive’s relocation to a facility or a location greater
than 75 miles from San Francisco, California. If Executive does not
notify Company in writing that Executive believes a significant
reduction of Executive’s duties, position or responsibilities
has occurred pursuant to this Section 7 within thirty days of
the event or occurrence that Executive believes to have resulted in
such a significant reduction, then such reduction shall be deemed
for purposes of this Agreement as not constituting Good Reason, as
that terms is used in this Section 7. Disagreement as to the
allocation, eligibility and payment of Target Bonus to be set forth
in a Target Bonus Schedule shall not be a basis for Good Reason
resignation.
(h) For
purposes of this Section 7, “Change in Control”
means the occurrence of any of the following events: (i) any
“person” (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) becomes the “beneficial
owner” (as defined in Rule 13d-3 of the Exchange Act),
directly or indirectly, of securities of the Company representing
fifty percent (50%) or more of the total voting power represented
by the Company’s then outstanding voting securities and such
change in ownership results in a broad management changes at
Company; or (ii) the consummation of the sale or disposition
by Company of all or substantially all of Company’s assets;
or (iii) the consummation of a merger or consolidation of
Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of
Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or its parent) more
than fifty percent (50%) of the total voting power represented by
the voting securities of Company or such surviving entity or its
parent outstanding immediately after such merger or
consolidation.
(i) Notwithstanding
the above, Company’s Chief Executive Officer reserves the
right to make reasonable organizational structure changes
reasonably commensurate with the position of Chief Executive
Officer. Such changes may include the shifting or reassignment of
divisional, geographic o
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