This letter
confirms your resignation from Corel Corporation
(“Corel”) effective June 30, 2008 and sets out the
terms on which you have agreed to provide transitional services to
Corel.
The terms and
conditions set out below are conditional on you signing and
returning to Corel this letter and the release attached as
Schedule A (the “Release”) on or before
July 7, 2008 after which time this letter is automatically
revoked.
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1.
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Period of Transitional
Assistance
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a)
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You
have agreed to provide your services to Corel until June 30,
2008, or until such earlier time as Corel may advise you at anytime
after the ate of this letter (the “Transition Period”).
During the Transition Period, you will continue as a Director and
Office of Corel. During the Transition Period you will, to the best
of your ability, work with the Special Committee that was formed in
response to the proposal received from Vector Capital (the
“Special Committee”). In addition, during the
Transition Period you will, to the best of your ability, work with
the Board of Directors of Corel (the “Board”),
Corel’s management team and the interim Chief Executive
Officer of Corel, as requested by the Board and Interim Chief
Executive Officer.
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b)
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During the Transition Period, you
have the opportunity to earn a bonus in the based on the value you
provide to the Special Committee during the Transition Period, to a
maximum of $200,000. The amount, if any, payable shall be at the
discretion of the independent Directors of Corel, in consultation
with the Special Committee.
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c)
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Your base salary (of $415,000
Canadian annually) will cease effective at the end of the
Transition Period and your sole entitlements to other compensation
and to benefits shall be:
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(i)
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continued participation in
Corel’s benefit plans for the Transition Period.
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(ii)
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the
discretionary bonus referred to in subparagraph 1(b)
above;
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(iii)
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payment of the greater
of:
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A.
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$300,000 Canadian; and
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B.
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your incentive payment pursuant to
Corel’s annual incentive plan to May 31, 2008, based on
actual performance to May 31, 2008 (in accordance with your
annual incentive plan target of $415,000 Canadian with 40% measured
against Corporate Revenue attainment and 60% measured again
Corporate EBITDA attainment),plus the tax gross-ups relating to
your 2007 apartment and travel in the amount of $52,246 Canadian,
plus pay in respect of your accrued unused vacation to the end of
the Transition Period.
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(d)
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All
of your unvested options granted June 27 and October 1,
2005 will vest on June 30, 2008 and you may exercise all
outstanding options until the earlier of”
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(i)
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December 31, 2008;
and
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(ii)
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their original expiry
date.
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All of your
options granted July 17, 2007 shall be forfeited on
June 30, 2008.
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2.
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Company Property
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All
company property must be returned to Corel at the end of the
Transition Period, including but not limited to: financial
information, customer lists, marketing and technical materials,
cell phones, pagers, blackberries, desk keys, company credit cards,
company calling cards, computers and computer equipment, security
badges, CD ROMS and any other Corel materials you may
have.
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3.
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Taxes and
Currency
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All
amounts payable under this Agreement are subject to applicable
taxes and withholdings and you are solely responsible for the
payment of all taxes owing as a result of the payments and benefits
provided to you under this Agreement. All amounts referred to in
this letter are in Canadian currency.
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4.
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Resignation From Other
Positions
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All
officer positions you hold with Corel and its affiliated entities
are terminated at the end of the Transiti
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