{"id":39065,"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-theodore-weitz.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-dialogic-corp-and-theodore-weitz","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-dialogic-corp-and-theodore-weitz.html","title":{"rendered":"Employment Agreement &#8211; Dialogic Corp. and Theodore Weitz"},"content":{"rendered":"<pre>\n                       [DIALOGIC CORPORATION LETTERHEAD]\n                             DIALOGIC CONFIDENTIAL\n\n\nTheodore Weitz                                                     May 27, 1999\nDialogic Corporation\n\nDear Ted:\n\n     In 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\n     In addition, in order to provide you with the incentive to remain in the\nemploy of the Company (and its successor) through the transition period\nsubsequent to any such transaction, and in light of your unique knowledge of the\nCompany and the industry, the Company will make the following additional special\nretention\/severance payments to you, provided that you are still employed by the\nCompany (except in case of a Termination Event as defined below) on the payment\ndate:\n\n\n                                                 \n2                        90 days after Closing         150% of TTCC\n\n\n     Notwithstanding the requirement of continued employment, if you are subject\nto a 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\n     In 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\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 you. The Company will\nassist you in calculating the applicable amounts of such payments as close to\nthe time of Closing as practicable.\n\n     For purposes of this Agreement Target Total Cash Compensation (\"TTCC\")\nincludes base salary and Target MBO Bonus.\n\n     Please acknowledge your acceptance of these terms by signing and returning\none copy to me.\n\n\nSincerely yours,\n\n\n\n\/s\/ HOWARD G. BUBB\n-------------------------\n    Howard G. Bubb\n\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 will\n[Signature Illegible]    not disclose this offer or payment nor will you\n                         directly or indirectly cause it to be disclosed to\n                         other employees of Dialogic Corporation (or its\n                         successor).\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-39065","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\/39065","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=39065"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39065"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39065"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39065"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}