EMPLOYMENT AGREEMENTNonCompetition Agreement |
|
|
|
You are currently viewing: This NonCompetition Agreement involves
TYLER TECHNOLOGIES INC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search NonCompetition Agreement by:
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
Companys 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 Companys 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 Companys 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 Companys
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
Companys 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).
Executives Bonus shall be targeted each year at 75% of Executives Base Salary (the
Target Bonus) and shall be based upon the achievement of pre-identified financial
performance goals of the Company. Executives 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 Executives Bonus on an annual
basis, which shall be attached to this Agreement as the then current Exhibit A and
shall replace the prior years 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
Companys stockholders approving an amendment to increase the number of shares available for
grant under the Companys 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 Companys
standard Option Agreement (the Option Agreement). The Option Grant shall be
issued at an exercise price equal to the closing market price of the Companys 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 Companys 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 Companys written policies.
2
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 Executives 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 Executives 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 Executives 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 Executives employment hereunder due to Executives Disability (as defined below). In
such event, the Company shall pay Executive the Accrued Compensation.
(f) Death of Executive. This Agreement and Executives employment hereunder
shall automatically terminate upon the death of Executive. In such event, the Company shall
pay Executives 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.
3
(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 Companys 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 Companys
employee handbook; (vi) failed to execute the reasonable and lawful instructions of
the Companys Board of Directors relating to the operation of the Companys
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
Companys 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) &






