Exhibit 10.38
T RANSITION A GREEMENT
T HIS A GREEMENT is
entered into as of January 23 , 2004, by and between
G LEN
T. M EAKEM (the “Employee”) and ARIBA,
I NC
., a Delaware corporation (the
“Company”).
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1.
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D
UTIES AND S COPE OF E MPLOYMENT .
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(a) Position. For the term of
his employment under this Agreement (the “Employment”),
the Company agrees to employ the Employee at the Company’s
Pittsburgh, Pennsylvania work location. The job duties of the
Employee shall be to assist senior leaders of the Company in
retaining and transitioning key client relationships following the
Company’s acquisition of FreeMarkets, Inc.
(“FreeMarkets”).
(b) Obligations to the
Company. During his Employment, the Employee shall devote
substantial business efforts and time to the duties described in
Subsection (a), and shall not be employed during such Employment by
any other employer, provided, that nothing herein shall preclude
the Employee from (i) serving on the boards of directors or the
advisory boards of other business entities, (ii) serving on the
boards of directors of trade associations and/or charitable
organizations, (iii) engaging in charitable activities and
community affairs, and (iv) managing his personal investments and
affairs, provided, that such activities do not materially interfere
with the proper performance of his duties and responsibilities as
set forth in Subsection (a).
(c) Effective Date; Term.
This Agreement shall become effective immediately after the
“Effective Time” (as that term is defined in the
Agreement and Plan of Merger and Reorganization among the Company,
Fleet Merger Corporation and FreeMarkets dated as of January 23,
2004 (the “Merger Agreement”)). This Agreement shall
have no legal effect unless the merger among the Company, Fleet
Merger Corporation and FreeMarkets as contemplated by the Merger
Agreement is consummated. Upon becoming effective, this Agreement,
and the Employee’s Employment, unless the Employee
voluntarily resigns at an earlier date, shall continue until the
date (“Termination Date”) which is the later of (i) the
last day of the third full calendar month following the month in
which the Effective Time occurs or (ii) May 31, 2004.
The Company shall pay the Employee
as compensation for his Employment a base salary at a gross monthly
rate of not less than $20,000. Such salary shall be payable in
accordance with the Company’s standard payroll
procedures.
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3.
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V
ACATION AND E MPLOYEE B ENEFITS .
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During his Employment, the Employee
shall be eligible for paid vacations in accordance with the
Company’s vacation policy for similarly situated employees,
as it may be
amended from time to time. During his
Employment, the Employee shall be eligible to participate in the
retirement, medical, dental, vision, life insurance, disability,
tuition assistance, stock option or equity, and other benefit and
fringe benefit plans (collectively, the “Employee Benefit
Plans”) maintained by the Company or FreeMarkets for
similarly situated employees, subject in each case to the generally
applicable terms and conditions of the plan in question and to the
determinations of any person or committee administering such
Employee Benefit Plan.
During his Employment, the Employee
shall be authorized to incur necessary and reasonable travel,
entertainment and other business expenses in connection with his
duties hereunder. The Company shall reimburse the Employee for such
expenses upon presentation of an itemized account and appropriate
supporting documentation, all in accordance with the
Company’s generally applicable policies for similarly
situated employees.