TALEO CORPORATION
WAIVER OF RIGHTS AND RELEASE OF
CLAIMS AGREEMENT
This Waiver of Rights and Release of Claims
Agreement (the “ Agreement ”) is made by
and between Taleo Corporation (the “ Company
”) and Jeffrey Carr (“ Executive
”).
WHEREAS , the Company and Executive entered into an
employment agreement, dated May 8, 2006 (the “
Employment Agreement ”);
WHEREAS , Section 6 of the Employment Agreement provided
that Executive would be entitled to severance upon the occurrence
of certain events;
WHEREAS , the Company terminated Executive’s
employment and paid him severance pursuant to his Employment
Agreement in an amount equal to one hundred and sixty-six thousand,
four hundred and forty-four dollars ($166,444.00) (the “
Severance Amount ”);
WHEREAS , Executive has elected, in an abundance of
caution, to repay the Severance Amount to the Company in accordance
with Internal Revenue Service Notice 2008-113 in order to avoid any
potential negative tax implications under Section 409A of the
Internal Revenue Code of 1986, as amended and the final regulations
and any guidance promulgated thereunder (“ Section
409A ”); and
WHEREAS , the Company and Executive entered into a
promissory note, dated December 29, 2008 (the “
Promissory Note ”), whereby the Company loaned
Executive one hundred and sixty-six thousand, four hundred and
forty-four dollars ($166,444.00) (the “ Loan
Principal ”);
WHEREAS , the Company agrees to repay Executive the
Severance Amount on the date that is six (6) months and one (1) day
after the date the Company made the loan to Executive;
and
WHEREAS , Executive agrees to repay the Company the Loan
Principal and applicable interest thereon pursuant to the
Promissory Note by making monthly interest payments and a final
balloon payment
