Exhibit 10.15
SEVERANCE PAY AGREEMENT
This Agreement is made as of the 17
th day
of May, 2006, between SoftBrands, Inc., a Delaware corporation (the
“Company”) and Gregg Waldon
(“Executive”).
WITNESSETH
THAT:
WHEREAS,
it is the purpose of this Agreement to specify the financial
arrangements that the Company will provide to the Executive upon
Executive’s separation from employment with the Company or
with a subsidiary of the Company or one of its subsidiaries under
the circumstances described herein; and
WHEREAS,
this Agreement is adopted in the belief that it is in the best
interests of the Company and its stockholders to provide stable
conditions of employment for Executive, thereby minimizing
personnel turnover and enhancing the Company’s and its
subsidiaries’ ability to recruit highly qualified
people.
NOW,
THEREFORE, to assure the Company that it will have the continued
dedication of Executive notwithstanding the possibility, threat or
occurrence of a bid to take over control of the Company, and to
induce Executive to remain in the employ of the Company, and for
other good and valuable consideration, the Company and Executive
agree as follows:
1. Term of Agreement .
This Agreement shall be for a two-year term commencing on the date
hereof. This Agreement shall be automatically renewed for
additional one-year terms thereafter unless either Executive or the
Company provides written notice at least sixty (60) days prior
to its scheduled termination of their intent not to renew the same;
provided that this Agreement shall continue for at least two years
after a Change of Control that occurs during the term of this
Agreement.
2. Termination of
Employment .
(i) If a Change in Control (as
defined in Section 3(i) hereof) occurs during the term of this
Agreement and either of the events described in clause (a) or
(b) below occurs, the terminated Executive shall be entitled
to receive the cash payment provided in Section 4
hereof:
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(a) |
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the Company shall, within one years after such Change of
Control occurs, have exercised its right to terminate the Executive
without cause; or |
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(b) |
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the Executive shall, prior to March 15 of the calendar
year following the year in which the Change of Control occurs, have
voluntarily exercised his option to terminate his employment for
Good Reason (as defined in Section 3(ii) hereof). Notice of
election of this option must identify the Executive who desires to
terminate his employment and set forth in reasonable detail the
facts and circumstances claimed to constitute Good Reason.. |
(ii) From and after the date of
a Change in Control, the Company shall have the right to terminate
Executive from employment at any time during the term of this
Agreement for Cause (as defined in Section 3(iii) hereof), by
written notice to the Executive, specifying the particulars of the
conduct of Executive forming the basis for such termination, and
Executive shall not be entitled to any payment pursuant to
Section 4 for termination for Cause.
(iii) From and after the date of
a Change in Control during the term of this Agreement, Executive
shall not be removed from employment with the Company except as
provided in Section 2(i) or (ii) hereof or as a result of
Executive’s Disability (as defined in Section 3(iv)
hereof) or his death. Executive’s rights upon termination of
employment prior to a Change in Control or after the expiration of
the term of this Agreement shall be governed by the standard
employment termination policy applicable to Executive in effect at
the time of termination.
Any
notice given by Executive pursuant to this Section 2 shall be
effective five (5) business days after the date it is given by
Executive.
3.
Definitions
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(i) |
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A “Change in Control” shall mean an event involving
one transaction or a series of related transactions in which: |
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(a) |
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any person or persons acting in concert acquire more than fifty
percent (50%) of the beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Securities Exchange Act of
1934, as amended (“the “Exchange Act”), or any
successor provision) of the outstanding voting power of the then
outstanding securities entitled to vote generally in the election
of directors (“Voting Stock”) of the Company, |
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(b) |
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the Company issues securities representing more than fifty
percent (50%) of the Voting Stock of the Company in connection with
a merger, consolidation or other business combination (other than
for purposes of reincorporation), |
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(c) |
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the Company is acquired in a merger or other business
combination transaction in which the Company is not the surviving
corporation (other than a reincorporation), |
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(d) |
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more than fifty percent (50%) of the Company’s
consolidated assets or earning power are sold or transferred,
or |
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(e) |
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the Board of the Company determines, in its sole and absolute
discretion, that there has been a change in control of the
Company; |
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Provided, however, that clauses (b),
(c) and (d), above, will constitute a “Change in
Control” only if all or substantially all of the individuals
and entities who were the beneficial owners of Voting Stock of the
Company immediately prior to such merger, consolidation or other
business combination or sale or transfer of earning power or assets
(each, a “Business Combination”) beneficially own less
than 50% of the combined voting power of the then outstanding
shares of Voting Stock of the entity resulting from such Business
Combination (including, without limitation, an entity which as a
result of such transaction owns the Company or all or substantially
all of the Company’s earning power or assets either directly
or through one or more subsidiaries) and shall specifically not
include any change of control that results from the issuance of
securities or property in connection with a reorganization under
the United States Bankruptcy Code, as amended.
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(ii) |
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“Good Reason” shall mean the occurrence of any of
the following events: |
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(a) |
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the assignment to Executive of employment responsibilities
which are not of comparable responsibility and status as the
employment responsibilities held by Executive immediately prior to
a Change in Control; |
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(b) |
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a reduction by the Company in Executive’s compensation
(including a change in the form of the bonus compensation plan that
makes less likely the achievement of a targeted bonus) as in effect
immediately prior to a Change in Control; |
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(c) |
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except to the extent otherwise required by applicable law, the
failure by the Company, or the entity that acquires the Company, to
continue in effect a material benefit or compensation plan, stock
ownership plan, stock purchase plan, bonus plan, life insurance
plan, health-and-accident plan or disability plan in which
Executive is participating immediately prior to a Change in Control
(or plans providing Executive with substantially similar benefits),
the taking of any action by the Company which would adversely
affect Executive’s participation in, or materially reduce
Executive’s benefits under, any of such plans or deprive
Executive of any material fringe benefit enjoyed by Executive
immediately prior to such Change in Control, or the failure by the
Company to provide Executive with the numb |
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