{"id":39064,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-dialogic-corp-and-steven-krupinski.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-dialogic-corp-and-steven-krupinski","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-dialogic-corp-and-steven-krupinski.html","title":{"rendered":"Employment Agreement &#8211; Dialogic Corp. and Steven Krupinski"},"content":{"rendered":"<pre>\n\n                       [DIALOGIC CORPORATION LETTERHEAD]\n\n\nSteven Krupinski                                                   May 27, 1999\nDialogic Corporation\n\nDear Steve:\n\nIn the light of the potential that Dialogic will engage in a transaction in\nwhich there is a Change In Control of the Company (as that term is defined in\nthe 1997 Incentive Compensation Plan) and the importance of your contributions\nto achieving both a successful transaction and a smooth transition, the Board\nof Directors has approved a special payment plan applicable to you as one of a\nselect group of employees. Subject to the closing of a Change of Control\ntransaction approved by the Board of Directors (the 'Closing'), and provided\nthat you are still employed by the Company (except in case of a Termination\nEvent as defined below) thirty days after the Closing, the Company will make\nthe following special incentive payment to you, in addition to your normal\ncompensation:\n\n\n\nPayment Number           Payment Date                  Payment Amount\n--------------           ------------                  --------------\n                                                 \n1                        30 days after Closing         50% of Target Total Cash\n                                                       Compensation\n\n\nIn addition, in order to provide you with the incentive to remain in the employ\nof the Company (and its successor) through the transition period subsequent to\nany such transaction, and in light of your unique knowledge of the Company and\nthe industry, the Company will make the following additional special\nretention\/severance payments to you, provided that you are still employed by\nthe Company (except in case of a Termination Event as defined below) on the\npayment date:\n\n\n                                                 \n2                        90 days after Closing         150% of TTCC\n\n\nNotwithstanding the requirement of continued employment, if you are subject to\na Termination Event (defined to be an involuntary termination other than for\nCause, or a reduction in compensation) subsequent to the Closing, each of the\nabove payments shall immediately become payable in full.\n\nIn the event that you are paid a severance or special retention payment\n(excluding pay increases or bonuses given in the ordinary course of business)\nby the acquiring entity, the above payments other than payment Number 1 shall\nbe pro tanto reduced. Notwithstanding any other provision of this Agreement, to\nthe extent that the net payment to you after taxes, considering the impact\n\n\n\nof Section 280G of the Internal Revenue Code, would be higher if the payments\nspecified herein were reduced or eliminated, then such payments will be reduced\nto achieve the maximum net after tax benefit to you and you shall not be\nentitled to the full specified amount. Any such reduction in payments shall\nfirst be made on the latest payment otherwise due to your. The Company will\nassist you in calculating the applicable amounts of such payments as close to\nthe time of Closing as practicable.\n\nFor purposes of this Agreement Target Total Cash Compensation ('TTCC') includes\nbase salary and Target MBO Bonus.\n\nPlease acknowledge your acceptance of these terms by signing and returning one\ncopy to me.\n\nSincerely yours,\n\n\/s\/ Howard G. Bubb\n-----------------------------\n    Howard G. Bubb\n\nAccepted and Agreed           BY ACCEPTING THIS OFFER, YOU AGREE THIS IS A\n                              CONFIDENTIAL MATTER BETWEEN YOU AND DIALOGIC\n                              CORPORATION (OR ITS SUCCESSOR). IN ADDITION, YOU\n                              WILL NOT DISCLOSE THIS OFFER OR PAYMENT NOR WILL\n                              YOU DIRECTLY OR INDIRECTLY CAUSE IT TO BE\n                              DISCLOSED TO OTHER EMPLOYEES OF DIALOGIC\n                              CORPORATION (OR ITS SUCCESSOR).\n\n\/s\/ [Signature Illegible]\n----------------------------\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7314,7875],"corporate_contracts_industries":[9509,9512],"corporate_contracts_types":[9539,9544],"class_list":["post-39064","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-dialogic-corp","corporate_contracts_companies-intel-corp","corporate_contracts_industries-technology__networking","corporate_contracts_industries-technology__semiconductors","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39064","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39064"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39064"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39064"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39064"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}