Exhibit 10.16
SEPARATION
AGREEMENT
RECITALS
This Severance Agreement and Release
(“Agreement”) is made by and between Jeffrey Carr
(“Employee”) and Taleo Corporation and all its heirs,
successors, insurers, employers, employees, officers, directors,
shareholders and agents (hereinafter collectively referred to as
“the Company”) (Employee and the Company are
collectively referred to as the “Parties”.):
WHEREAS, Employee’s employment
terminates with the Company effective May 5, 2008;
WHEREAS, Employee is not aware of
any work-related injury or illness that has not already been
disclosed to the Company;
WHEREAS, Employee represents that he
has not initiated, and is not aware, of any action in any forum,
including any state or federal court or agency, on Employee’s
behalf that involves the Company;
WHEREAS, Employee represents that he
has returned or will return all Company property within five (5)
days from the Termination Date;
WHEREAS, in exchange for severance
pay, and the additional covenants and conditions set forth below,
Employee agrees to release the Company from any claims arising from
or related to the employment relationship;
WHEREAS, Employee wishes to resolve
any and all disputes, claims, complaints, grievances, charges,
actions, petitions and demands that he may have against the
Company, including, but not limited to, any and all claims arising
or in any way related to Employee’s employment with, or
separation from, the Company;
WHEREAS, Employee also understands
that in order to receive severance pay under this Agreement,
Employee must sign and return this Agreement to the Company on or
before twenty (21) days from Employee’s receipt of this
Agreement and Employee must not revoke this Agreement.
NOW THEREFORE, in consideration of
the promises made herein, the Parties hereby agree as
follows:
COVENANTS
1. Deadline to Accept Terms
of This Agreement . Employee understands that he
will not receive the benefits set forth in this Agreement unless he
delivers a fully executed copy of this Agreement to the
Company’s designated HR representative on or before
twenty-one (21) days from Employee’s receipt of this
Agreement.
2. Termination Date
. The effective date of Employee’s termination of
employment from the Company is May 5, 2008 (“Termination
Date”).
3. Consideration for
Release of Claims . In consideration for the
execution by Employee of a general release, the Company agrees to
the following:
a) Severance
. To pay Employee severance pay in a lump sum equivalent
to $166,444.00, less applicable state and federal required
withholding amounts, and other lawful deductions within ten (10)
business days from the date on which the original fully executed
Agreement is received by Company. In addition to the
above, bonus for the first quarter of 2008 will be paid on the
basis of target attainment consistent with Taleo’s incentive
compensation plan for executive officers.
(b) Benefits
. Employee shall have the right to convert
Employee’s health insurance benefits to individual coverage
pursuant to the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended (“COBRA”) following the last date of
Employee’s employment with Taleo. Employee agrees
to complete and return Employee’s COBRA application to
Taleo’s human resource department during the time period
provided by law. Taleo shall reimburse all premiums for
the six (6) month period directly following Employee’s
Termination Date through October 31, 2008, should Employee elect
continuation coverage under COBRA. If Employee secures
health insurance through any other source during this time period,
Employee shall so inform Taleo promptly and Taleo’s
obligation to reimburse Employee’s premium shall
cease. Other than as set forth in this Section, during
and subsequent to the Payment Period, Employee will not be entitled
to accrual of any employee benefits, including but not limited to,
vacation benefits.
(c) Stock
Options. Employee will receive immediate vesting
with respect to the number of options that would have vested in
accordance with Employee’s then-current stock option grants
had Employee remained employed for an additional six (6) months
and, if applicable, Taleo’s right of repurchase shall
continue to lapse in accordance with Employee’s then-current
restricted stock grants for a period of six (6) months from the
Termination Date. Employee’s vested stock options
as of the Termination Date shall be exercisable for six (6) months
after the Termination Date. Notwithstanding the
foregoing, in no case shall any option be exercisable after the
expiration of its term. Stock options are exercisable
pursuant to the Taleo Stock Option Plan.
(d) Tax Indemnification
. Employee acknowledges and agrees that the Company has
made no representations or warranties regarding the tax
consequences of any amounts paid by the Company to Employee
pursuant to this Agreement. Employee agrees to pay all
federal or state taxes owed by Employee, if any, which are required
by law to be paid with respect to the payments
herein. Employee further agrees to indemnify and hold
the Company harmless from any taxes owed by Employee, including
interest or penalties owed by Employee, on account of this
Agreement. Employee further agrees to reimburse Company
for any attorney’s fees and costs incurred by Company as a
result of having to obtain indemnification under this
Agreement.
4. Confidential
Information . Employee shall return all of the
Company’s confidential and proprietary information
(including, but not limited to all office equipment, records, data,
notes, reports, correspondence, credit cards and calling cards,
other documents, computer files or property, keys or reproductions,
including but not limited to copies thereof, regardless of the form
or medium stored therein, including electronic medium) in
Employee’s possession to the Company’s designated HR
representative within five (5) days from the Termination
Date.
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5. Payment of Salary
. Employee acknowledges and represents that the Company
has paid all salary, wages, bonuses, commissions, accrued
vacations, expenses and any and all other benefits due to Employee
once the payments and benefits noted in this Agreement are
received.
(a)
Accrued Vacation . Company shall pay Employee accrued but
unused vacation through Termination Date totaling $21,206.00, less
applicable state and federal required withholding
amounts.
(b)
Expenses . Company shall reimburse Employee for
reasonable business expenses Employee incurred through
Employee’s Termination Date, provided Employee submits
Employee’s expense reports, including all supporting receipts
and invoices, no later than May 15, 2008 to the Company’s
designated HR representative, including reimbursement for
out-of-pocket expenses associated with cancellation of travel
arrangements.
6. Equipment and Other
Materials. Employee agrees to return computers in
Employee’s possession with their associated equipment,
docking station, carry bags and any and all peripherals, and
cellular phones, keys, calling cards, credit cards and other
Company materials to the Company’s designated HR
representative within five (5) business days from the Termination
Date as defined in Paragraph 2 of this Agreement.
7. Release of Claims .
Employee agrees that the foregoing consideration represents
settlement in full of all outstanding obligations owed to Employee
by the Company. Employee, on Employee’s own
behalf, and on behalf of Employee’s respective heirs, family
members, executors, and assigns, hereby fully and forever releases
the Company and its officers, directors, employees, investors,
shareholders, administrators, affiliates, divisions, subsidiaries,
predecessor and successor corporations, and assigns, from, and
agree not to sue concerning, any claim, duty, obligation or cause
of action relating to any matters of any kind, whether presently
known or unknown, suspected or unsuspected, that Employee may
possess arising from any omissions, acts or facts that have
occurred up until and including the Effective Date of this
Agreement including, without limitation:
(a) any and all claims
relating to or arising from Employee’s employment
relationship with the Company and the termination of that
relationship;
(b) any and all claims
relating to, or arising from, Employee’s right to purchase,
or actual purchase of shares of stock of the Company, including,
without limitation, any claims for fraud, misrepresentation, breach
of fiduciary duty, breach of duty under applicable state corporate
law, and securities fraud under any state or federal
law;
(c) any and all claims under
the law of any jurisdiction including, but not limited to, wrongful
discharge of employment; constructive discharge from employment;
termination in violation of public policy; discrimination; breach
of contract, both express and implied; breach of a covenant of good
faith and fair dealing, both express and implied; promissory
estoppel; negligent or intentional infliction of emotional
distress; negligent or intentional misrepresentation; negligent or
intentional interference with contract or prospective economic
advantage; unfair business practices; defamation; libel; slander;
negligence; personal injury; assault; battery; invasion of privacy;
false imprisonment; and conversion;
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(d) any and all claims for
violation of any federal, state or municipal statute, including,
but not limited to, Title VII of the Civil Rights Act of 1964, the
Civil Rights Act of 1991, the Americans with Disabilities Act of
1990, the Fair Labor Standards Act, the Employee Retirement Income
Security Act of 1974 (except for vested benefits), The Worker
Adjustment and Retraining Notification Act , Family Medical
Leave Act;
(e) any and all claims for
violation of the federal, or any state, constitution;
(f) any and all claims arising
out of any other laws and regulations relating to employment or
employment discrimination;
(g) any cl
