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EMPLOYMENT AGREEMENT

NonCompetition Agreement

EMPLOYMENT AGREEMENT You are currently viewing:
This NonCompetition Agreement involves

TYLER TECHNOLOGIES INC

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Title: EMPLOYMENT AGREEMENT
Governing Law: Delaware     Date: 2/28/2008
Industry: CMPSRV     Sector: TECHNO

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exv10w7
 

Exhibit 10.7
EMPLOYMENT AGREEMENT
     This Employment Agreement (this “Agreement”) is between Tyler Technologies, Inc., a Delaware corporation (the “Company”), and Brian K. Miller (“Executive”). This Agreement shall become effective as of February 26, 2008 (the “Effective Date”).
     WHEREAS, the Company desires to employ Executive, and Executive desires employment as an employee of the Company, under the terms and subject to the conditions set forth in this Agreement.
     WHEREAS, the non-competition and confidentiality obligations of Executive as set forth in this Agreement are a material inducement for the Company to enter into this Agreement, and the Company would not enter into this Agreement absent such covenants by Executive.
     NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which all parties mutually acknowledge, Executive and the Company agree as follows:
     1. Employment. The Company hereby employs Executive, and Executive hereby accepts such employment, on the terms and subject to the conditions set forth in this Agreement.
     2. Duties of Executive.
     (a) Executive shall serve in the capacity of Senior Vice President and Chief Financial Officer of the Company or such other capacity as may be assigned to Executive by the Company’s Chief Executive Officer, which capacity shall be commensurate with the education, experience, and skills of Executive. In all such capacities, Executive shall have all necessary power and authority to discharge his responsibilities. Executive shall report to the Company’s Chief Executive Officer.
     (b) Executive shall devote his full business time and effort to the performance of his duties and responsibilities as an executive of the Company, excluding vacation and reasonable absence due to illness.
     (c) Executive shall perform his duties in a professional manner and shall use his best efforts, skills, and abilities to promote, enhance, and preserve the business of the Company and its affiliates and the goodwill and relationships they have with their employees, agents, representatives, customers, suppliers, and other persons having business relations with any of them.
     (d) Executive shall observe and comply with the written rules and regulations of the Company with respect to its business and shall carry out and perform the directives and policies of the Company as the Company’s Chief Executive Officer may from time to time state them to Executive in writing.
     3. Employment Term. This Agreement shall commence as of the Effective Date and continue for a period of five (5) years; provided, however, that at the end of such initial term the term shall automatically extend for an additional year unless the Company provides, at least three (3) months prior to the end of such initial term or subsequent anniversary of the end of such initial


 

term, written notice that it does not wish to extend the term. Notwithstanding the foregoing, this Agreement may be earlier terminated in accordance with Section 7 of this Agreement.
     4. Compensation.
     (a) Base Salary. For services performed by Executive pursuant to this Agreement, the Company shall pay Executive a minimum base salary at the rate of $250,000 per year (the “Base Salary”), which shall be payable in accordance with the Company’s standard payroll practices but not less than monthly. The Base Salary shall not be subject to reduction, but may be increased at the discretion of the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) or the Board of Directors as a whole. Any compensation that may be paid to Executive under any additional compensation or incentive plan or which may be otherwise authorized from time to time by the Board of Directors shall be in addition to the Base Salary to which Executive is entitled under this Agreement.
     (b) Annual Bonus. For each calendar year during the term of this Agreement, Executive shall be eligible to receive an annual performance bonus (the “Bonus”). Executive’s Bonus shall be targeted each year at 75% of Executive’s Base Salary (the “Target Bonus”) and shall be based upon the achievement of pre-identified financial performance goals of the Company. Executive’s Bonus for calendar year 2008 shall be established and paid in accordance with the incentive compensation plan set forth as Exhibit A. During the term of this Agreement, the Compensation Committee shall establish the performance objectives serving the basis of Executive’s Bonus on an annual basis, which shall be attached to this Agreement as the then current Exhibit A and shall replace the prior year’s incentive compensation plan.
     (c) Contingent Stock Option Grant. In consideration of the mutual promises contained herein, the Company shall grant Executive options to purchase 150,000 shares (the “Option Grant”) of Company common stock. The Option Grant shall be subject to the Company’s stockholders approving an amendment to increase the number of shares available for grant under the Company’s Restated Stock Option Plan (the “Option Plan”) and shall be effective as of the date that the Option Plan is so amended. The options shall vest in equal installments on the first, second, third, fourth, and fifth anniversary of the date of grant and shall be subject to the terms and conditions of the Option Plan and the Company’s standard Option Agreement (the “Option Agreement”). The Option Grant shall be issued at an exercise price equal to the closing market price of the Company’s common stock as reported by the New York Stock Exchange as of the effective date of grant.
     5. Executive Benefits. During the term of this Agreement, the Company shall provide Executive with all benefits made available from time to time by the Company to its senior executives and to its employees generally as set forth in the Company’s employee handbook, including, without limitation, participation in medical and dental benefit plans and programs, disability and death insurance, 401-K plans, paid vacation, and other fringe benefits.
     6. Reimbursement of Expenses. The Company shall reimburse Executive for all expenses actually and reasonably incurred by Executive in the business interests of the Company. Such reimbursement shall be made to Executive upon appropriate documentation of such expenditures in accordance with the Company’s written policies.

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     7. Early Termination. It is the desire and expectation of each party that the employer-employee relationship shall continue for the full term as set forth in Section 3 of this Agreement; however, either party may terminate this Agreement prior to the expiration of the term as provided in this Section 7.
     (a) Resignation by Executive. Executive may voluntarily resign upon thirty (30) days written notice to the Company. In such event, the Company shall pay Executive the Accrued Compensation (as defined herein).
     (b) Termination by Executive for Good Reason. Executive may terminate this Agreement and Executive’s employment hereunder for Good Reason (as defined below). In such event, the Company shall pay Executive the Severance Benefit, the Non-Compete Payment, and the Medical Benefits.
     (c) Termination by the Company without Cause. The Company may terminate this Agreement and Executive’s employment hereunder without Cause (as defined below) by providing Executive with written notice of its intent to terminate. In such event, the Company shall pay Executive the Severance Payment, the Non-Compete Payment, and the Medical Benefits.
     (d) Termination by the Company for Cause. The Company may terminate this Agreement and Executive’s employment hereunder for Cause. In such event, the Company shall pay Executive the Accrued Compensation.
     (e) Termination Due to Disability. The Company may terminate this Agreement and Executive’s employment hereunder due to Executive’s Disability (as defined below). In such event, the Company shall pay Executive the Accrued Compensation.
     (f) Death of Executive. This Agreement and Executive’s employment hereunder shall automatically terminate upon the death of Executive. In such event, the Company shall pay Executive’s estate, executor, or other legal representative, as the case may be, the Accrued Compensation.
     (g) Termination upon a Change in Control. Executive may terminate this Agreement and his employment hereunder upon the occurrence of a Change in Control (as defined below) by providing the Company with written notice within ten (10) business days of the Change in Control. In such event, the Company shall pay Executive the Severance Payment, the Non-Compete Payment, and the Medical Benefits.
     (h) Treatment of Stock Options and Other Equity Awards. In the event of any termination under this Section 7, all vested stock options or other equity awards shall be exercisable in accordance with the terms of the Option Plan, the applicable Option Agreements, or other applicable governing documents. In the event of a termination under Section 7(a) through (f), any unvested stock options or other equity awards shall terminate as of the date of such resignation, termination, or death, as applicable. In the event of a termination under Section 7(g), any unvested stock options or other equity awards that are outstanding as of the date of such termination shall become fully vested and exercisable in accordance with the terms of the Option Plan, the applicable Option Agreements, or other applicable governing documents.

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     (h) Certain Definitions.
     (i) “Accrued Compensation” shall mean any accrued and unpaid Base Salary and Bonus through the date of termination, which shall be paid in a lump sum payment and in accordance with applicable law, but in any event within thirty (30) days of the event triggering such payment.
     (ii) “Cause” shall mean a determination by the Company’s Chief Executive Officer that Executive has: (i) failed or been unable for any reason to devote substantially all of his time during normal business hours to the business of the Company and its affiliates (except for vacations and absence due to illness); (ii) been convicted of any felony; (iii) willfully committed any act or engaged in any conduct that is fraudulent or constitutes malfeasance or a breach of fiduciary duties of Executive; (iv) willfully committed any act of misconduct that is severely detrimental to the Company, its employees, or its business interests; (v) failed to abide by the corporate policies and procedures as set forth in the Company’s employee handbook; (vi) failed to execute the reasonable and lawful instructions of the Company’s Board of Directors relating to the operation of the Company’s business; or (vii) committed any material or continuing breach of any of the terms of, or has materially or continually failed to perform any covenant contained in, this Agreement to be performed by Executive. With respect to (i), (v), (vi), and (vii) above, Executive may not be terminated for Cause unless Executive fails to cure such breach or failure of performance within thirty (30) days after written notice of such breach or failure.
     (iii) “Change of Control” shall mean the first to occur of any of the following dates: (i) the date a Corporate Event (as defined below) is consummated; (ii) the date any person (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) shall become the beneficial owner of 30% or more of the Company’s voting stock; or (iii) the date, during any consecutive twelve (12) month period, on which individuals who at the beginning of such period constitute the entire board of directors of the Company shall cease for any reason to constitute a majority thereof, unless the election or nomination for election of each new director comprising the majority was approved by a majority vote of either: (A) the directors in office at the beginning of such twelve (12) month period; or (B) any successor director during such period that was elected or nominated by the then current board of directors.
     (iv) &
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