{"id":39068,"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-william-e-warner-jr.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-dialogic-corp-and-william-e-warner-jr","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-dialogic-corp-and-william-e-warner-jr.html","title":{"rendered":"Employment Agreement &#8211; Dialogic Corp. and William E. Warner Jr."},"content":{"rendered":"<pre>\n                       [DIALOGIC CORPORATION LETTERHEAD]\n\n\n\nJuly 21, 1998\n\n\n\nMr. William E. Warner, Jr.\n24 Kendall Drive\nWestborough, MA 01571\n\n\nDear Bill:\n\n     On behalf of DIALOGIC CORPORATION , it is may pleasure to confirm our\nrevised offer of employment as Executive Vice President, Signal Computing\nProducts, reporting to Mr. Howard Bubb, President and CEO. Your starting salary\nwill be $8,076.92 bi-weekly, equivalent to $210,000.00 annually and your MBO\nBonus will be $26,250.00 quarterly, equivalent to $105,000.00 annually at\nachievement of 100% of MBO objectives. Please note you will be granted your MBO\nfor the partial quarter in which you begin your employment as well as the\nsubsequent two quarters. You will receive a performance and a salary review\nafter 12 months from your date of employment. Thereafter, you will continue to\nbe reviewed annually.\n\n     Additionally, you will receive a sign-on bonus of $25,000. Please be\nadvised if you have voluntarily within one year of your start date, you must\nreimburse Dialogic for this expense.\n\n     STOCK OPTIONS: As a part of your benefits package, you will receive a new\nhire stock option grant of 35,000 shares of our Common Stock. The grant date of\nyour options will be your first day of employment. The exercise price of your\noptions will be the closing price of our Common Stock on NASDAQ on your grant\ndate. Subject to the provisions of our stock option plan, your options will be\n25% vested 1 year from your grant date and will be fully vested 4 years from\nyour grant date. Specific details regarding your option (including exercise\nand price) will be furnished to you shortly after your grant date.\n\n     RESTRICTED STOCK: You will also receive shares of restricted stock\nequivalent to $405,000.00. The number of shares will be determined by the\nclosing price of our Common Stock on NASDAQ on your first day of employment.\nThe grant date of your shares of restricted stock will be your first day of\nemployment. Your shares of restricted stock will vest as follows: 53% March,\n1999; 23.5% March, 2000 and 25.5% March, 2001.\n\n\n\n[DIALOGIC LOGO]\n\n\nPage 2\nWilliam E. Warner, Jr. -- Revised Offer Letter\nJuly 21, 1998\n\nThe granting of the shares of restricted stock is conditional upon you\nproviding proof of loss of your unvested options from Banyan Systems. Specific\ndetails regarding your shares of restricted stock (including number of shares\nand restrictions relating to continuing employment with the Company and\nperformance factors) will be furnished to you shortly after your grant date.\n\nAs part of this offer of employment, the Company will provide the following:\n\nBENEFITS:  You will be eligible for DIALOGIC'S Health, Dental and Life\nInsurance Plans, effective the first of the month following the month of\nemployment, as well as other benefits outlined in the enclosed Summary\nStatement of standard benefits.\n\nRELOCATION:  DIALOGIC provides relocation assistance as a service to those\nindividuals who do not currently reside within commuting distance of the\nCompany. The IRS considers cash disbursements for relocation made to or on\nbehalf of the employee as compensation, subject to the usual payroll taxes,\nexcluding FICA. Relocation expenses are reported to you on Form 8782 delivered\nwith your annual W-2 and Form 3903, which should be submitted with your federal\ntax return. Please be advised if you leave voluntarily within one year, you\nmust reimburse DIALOGIC for these expenses.\n\nDIALOGIC wishes to make this transition as comfortable for you and your family\nas possible and agree to provide the following company paid relocation\nassistance. \n\no    A relocation allowance of $5,000 (net -- after taxes) to offset\n     miscellaneous moving expenses.\n\no    Packing, transportation and storage of your household goods, for up to 6\n     months, will be provided by a selected moving company, as contracted \n     through Dialogic.\n\no    Dialogic will pay for reasonable temporary living accommodations of your\n     choice for 60 days during your move.\n\no    Dialogic will pay for all reasonable closing and legal fees associated\n     with the sale of your home in Massachusetts and purchase of your home in\n     the Northeast.\n\no    Please contact Kelly Cassetta, Human Resources, at 973-993-3000 extension\n     5409 for relocation assistance. \n        Please be advised that this offer is contingent upon the condition of\nemployment that requires you to provide verification of employment eligibility\nin the United States, and the condition that you will agree to execute the\nenclosed 'Employee Proprietary Information and Innovation Agreement'. In\naddition, please understand that this is not an employment contract and it is\nfurther agreed, that if hired by DIALOGIC CORPORATION, your continued employment\nwith the Company shall be at the will of the Company and may be terminated at\nany time by either party. [If you are terminated other than for 'cause,' your\njob responsibilities are significantly reduced or you resign within 30 days\nafter a 'Change in Control' (as defined in the Company's 1997 Proxy), you will\nreceive a severance package equivalent to 6 months salary and bonus and your\noptions will continue to vest during the severance period.]\n\n        Bill, we have high expectations of your ability to make a significant\ncontribution to DIALOGIC'S growth. We are pleased that you have indicated a\nstrong interest in joining the DIALOGIC team and look forward to welcoming you\non board. Please feel free to call me to discuss details of this offer letter\nat any time at 973-993-3000 x6061.\n\n        Please acknowledge your acceptance of this offer by signing and\nreturning the original of this letter and the Employee Proprietary Information\nand Innovation Agreement.\n\n\nSincerely,\n\n\n\n\nSteven J. Krupinski\nVice President, Human Resources\n\nI agree to accept the position as outlined above:\n\n_______________________________________________\nWilliam E. Warner, Jr.\n\nAnticipated Start Date:________________________\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-39068","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\/39068","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=39068"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39068"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39068"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39068"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}