JEFFREY CARR 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 Jeffrey Carr
(“Executive”).
1. Duties
and Scope of Employment .
(a)
Positions and Duties . As of the Effective Date, Executive
will serve as Executive Vice President, Global Marketing and
Americas Sales. 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 $225,000.00 USD as compensation for
Executive’s services (the “Base Salary”). 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 $250,000.00 USD
(“Target Bonus”). 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 and
such performance goals shall be reasonable in light of overall
Company goals.
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.
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
resignation or 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 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 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 resignation or 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 6(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 6 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 until the
earlier of (1) the expiration of 6 months
from Executive’s date of termination, or (2) the later
of ( i ) December 31 st of
the calendar year in which such option would have expired pursuant
to its original terms, or ( ii ) the fifteenth (15
th ) day of the third month following the date
which such option would have expired pursuant to its original
terms. Notwithstanding the foregoing, in no case shall any option
be exercisable after the expiration of its term.
(f) For
purposes of this Section 6, “Cause” means
(i) any act of personal dishonesty taken by Executive in
connection with Executive’s responsibilities under this
Agreement that is intended to result in Executive’s personal
enrichment, (ii) Executive’s conviction of a felony,
(iii) any act by Executive that constitutes material
misconduct and is injurious to the Company, or (iv) substantial
violations of employment duties, responsibilities or obligations to
Company that are demonstrably willful and deliberate.
(g) For
purposes of this Section 6, “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 (1) is asked to assume substantially similar duties
and responsibilities within division of a larger entity after a
Change in Control and Executive continues to report to the Chief
Executive Officer of the parent company of which Company becomes a
part or (2) remains a Section 16 officer of the parent
company of which Company becomes a part; (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) substantial reduction of the facilities and perquisites
(including office space) available to Executive immediately prior
to such reduction; (iv) without Executive’s consent, a
material reduction by Company in the kind or level of employee
benefits to which Executive is entitled immediately prior to such
reduction, with the result that Executive’s overall benefits
package is significantly reduced, (v) without
Executive’s consent, Executive’s relocation to a
facility or a location outside the San Francisco Bay Area or
Dublin/Pleasanton area, and (vi) any purported termination of
Executive other than for Cause, as defined below. 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 6 within 180 days after
receiving written notice 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 term is used in this
Section 6. 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 so long as such
target bonus is created in accordance with Section 3(b) above.
Prior to a Change in Control, reasonable changes in organizational
structure, including the shifting or reassignment of divisional,
geographic or team responsibilities among members of the executive
team, shall not constitute Good Reason, as that term is used in
this Section 6, provided that such changes do not decrease
Executive’s essential North American distribution
responsibilities, including but not limited to direct sales,
solution consulting, alliance partners and field marketing and
provided that Executive continues to report directly to the
Company’s Chief Executive Officer.
(h) For
purposes of this Section 6, “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 Securities Exchange Act of 1934, as amended) becomes
the “beneficial owner” (as defined in Rule 13d-3 of
such 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; 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)
Termination due to Death or Disability . If
Executive’s employment terminates by reason of death or
Disability, then (i) Executive will be entitled to receive
benefits only in accordance with the Company’s then
applicable plans, policies, and arrangements, and (ii)
Executive’s outstanding equity awards will terminate in
accordance with the terms and conditions of the applicable award
agreement(s).
(j)
Sole Right to Severance . This Agreement is intended to
represent Executive’s sole entitlement to severance payments
and benefits in connection with the termination of
Executive’s employment. To the extent Executive receives
severance or similar payments and/or benefits under any other
Company plan, program, agreement, policy, practice, or the like,
severance payments and benefits due to Executive under this
Agreement will be corre
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