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EXHIBIT 10.1
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MANAGEMENT TRANSITION AGREEMENT
This Management Transition Agreement (the "Agreement") is made
as of
February 1, 2005, by and between Alan R. MacDougall, (the
"Employee") and
Datawatch Corporation (the "Company"). This Agreement supersedes
the Severance
Agreement dated April 25, 2002 by and between the Company and
Alan R.
MacDougall.
WHEREAS, the Company desires to continue to employ the Employee
in a
part-time capacity for a period ending on July 31, 2005 to
assist the Company's
incoming Chief Financial Officer ("CFO") in transitioning to the
role of CFO for
the Company and to advise the CFO on such matters as he
determines, including,
but not limited to, SEC rules, regulations, filings, and
compliance; investor
relations, banking facilities, contract status, and general
business advice; and
the Employee desires to be employed by the Company on the terms
specified
herein;
NOW, THEREFORE, in consideration of the foregoing and the
agreements herein
contained, and intending to be legally bound, the parties hereby
agree as
follows:
1. Position and Responsibilities. The Employee agrees to serve
as Advisor
to the CFO of the Company. The Employee agrees to make himself
reasonably
available on an as needed basis to advise and assist the CFO in
his transition
to the position of CFO for the Company. The Employee shall
report to, and his
activities shall be subject to the reasonable direction and
control of the
Company's CFO, and the Employee shall exercise such powers and
comply with and
perform, faithfully and to the best of his ability, such
directions and duties
in relation to his position as Advisor to the CFO as may from
time to time be
reasonably vested in or requested of him.
2. Resignation of Officer and Directors Positions. The Employee
has
resigned as of January 10, 2005, from any and all officer and
director positions
with the Company.
3. Term. The parties agree that the Employee's employment with
the Company,
under this Agreement, shall end on July 31, 2005 (the
"Termination Date").
4. Compensation and Benefits. As compensation for the
satisfactory
performance by the Employee of his duties and obligations
hereunder to the
Company and subject to the provisions of Section 5, the Employee
shall receive:
4.1. Base Salary. The Employee's salary shall be paid at a rate
of
$12,500.00 per month (the "Base Salary") up until March 31,
2005. Effective
April 1, 2005, the Employee will receive payment of accrued
unused vacation time
at the rate of $4,327.00 per month with the last payment being
July 31, 2005.
The Base Salary shall be payable in accordance with the
customary payroll
practices of the Company as may be established or modified from
time to time.
All payments shall be subject to all applicable federal, state
and/or local
payroll and withholding taxes.
4.2. Benefits. During Employee's employment, and subject to
any
contribution generally required of employees of the Company, the
Employee shall
be eligible to participate in all employee health and benefits
plans, to the
extent permitted under the terms of the plans, as may be from
time to time
adopted by the Company and in effect for employees of the
Company in similar
positions. Employee's participation shall be subject to (i) the
terms of the
applicable plan documents, (ii) generally applicable Company
policies, and (iii)
the discretion of the Board or any administrative or other
committee provided
for in, or contemplated by, such plan. Notwithstanding the
above, the Company
may not alter its policies or take any action during the term of
this Agreement
which is designed to affect Employee's rights only (and not
those of other
employees of the Company) to participate in the employee health
and benefit
plans, except as otherwise required due to a change in governing
law or
regulation.
The Company's plans and policies shall govern all other
benefits. The
Company may alter, modify, add to, or delete its employee
benefits plans and
policies, at any time, as the Company, in its sole judgment,
determines to be
appropriate. The Employee's medical and dental insurance
coverage under the
Company's group health plan is scheduled to terminate on July
31, 2005 - the
date of the "qualifying event" under the Consolidated Omnibus
Budget
Reconciliation Act of 1985 ("COBRA"). Beginning on
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August 1, 2005, if elected by the Employee, the Company will pay
both the
employer and employee portions of COBRA premium payments for
medical and dental
coverage for a period of five (5) months ending December 31,
2005. The employee
has the right to continue COBRA coverage, at his own expense,
for an additional
13 months. Such benefits may be continued but only to the extent
that Employee
makes timely premium payments for such continuation of
benefits.
Notwithstanding the above, the Employee will not be eligible for
any
bonuses, stock options (other than as previously granted), or
accrual of any
vacation time under this Agreement. The parties agree that
through July 31,
2005, Employee's stock options, as previously granted, shall
continue to vest in
accordance with the vesting schedules set forth in Employee's
Incentive Stock
Option Agreements dated July 23, 2003 and November 21, 2003. All
other of the
Employee's Incentive Stock Option Agreements dated May 1, 1997,
December 11,
1997, May 3, 1999, July 15, 1999, December 11, 2000, November
19, 2001 and March
8, 2002 are fully vested. Employee's rights to exercise such
stock options shall
remain subject to the terms and conditions of the Datawatch
Corporation 1996
Stock Option Plan and the above-referenced Incentive Stock
Option Agreements. It
being agreed, for purposes of this agreement, that
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