{"id":39540,"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-sagent-technology-inc-and-ben-barnes.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-sagent-technology-inc-and-ben-barnes","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-sagent-technology-inc-and-ben-barnes.html","title":{"rendered":"Employment Agreement &#8211; Sagent Technology Inc. and Ben Barnes"},"content":{"rendered":"<pre>\n                             SAGENT TECHNOLOGY, INC.\n\n                         BEN BARNES EMPLOYMENT AGREEMENT\n\n     This Agreement is made by and between Sagent Technology, Inc. (\"the\nCompany\"), and you, Ben Barnes (also referred to as the \"Executive\"), as of\nAugust 4, 2000 (the \"Effective Date\").\n\n     1.   Duties and Scope of Employment.\n\n          (a)  Positions and Duties. You will serve as President and Chief\nExecutive Officer of the Company. As such, you will have overall responsibility\nfor the management of the Company, all employees will directly report to you and\nyou will report directly to the Company's Board of Directors (the \"Board\"). You\nshall have the ultimate authority as Chief Executive Officer and President for\nall Company operational and strategic matters, subject to the general oversight\nof the Board. You will render such business and professional services in the\nperformance of your duties, consistent with your position within the Company, as\nshall reasonably be assigned to you by the Board. The period of your employment\nunder this Agreement is referred to herein as the \"Employment Term.\" \n\n          (b)  Place of Employment. Your services will be performed in the\nCompany's Mountain View, California headquarters subject to such business travel\nas may be required from time to time.\n\n          (c)  Board Membership. You will serve as a member of the Board,\nsubject to any required Board and\/or stockholder approval.\n\n          (d)  Obligations. During the Employment Term, you will devote your\nfull business efforts and time to the Company and such of its subsidiaries as\nthe Board may designate. During the Employment Term, you will not engage in any\nother employment, occupation or consulting activity for any direct or indirect\nremuneration without the prior approval of the Board (which approval will not be\nunreasonably withheld); provided that without the approval of the Board you may\nserve in any capacity with any civic, educational or charitable organization to\nthe extent that such service does not substantially interfere with your duties\nunder this Agreement.\n\n     2.   Employee Benefits. During the Employment Term, you will be eligible to\nparticipate in all Company employee benefit plans, in accordance with the terms\nof such plans, that are applicable to other senior executives of the Company of\nsimilar rank and status, as such plans and terms may exist from time to time,\nincluding, without limitation, group health insurance, 401(k), and equity\nincentive plans. In addition, the Company shall provide you with, subject to\nyour Representation (as defined below), a \"Core Package\" which, for purposes of\nthis agreement, shall mean (i) term life insurance with a death benefit of at\nleast $5 million, the cost of which shall be paid by the Company, and (ii)\ndisability insurance in a reasonable amount acceptable to the Executive and the\nCompany, the cost of which shall be paid by the Company. By signing this\nAgreement, Executive hereby represents that he has had annual physicals over the\npast years, that he is a non-smoker and that he is not aware of any significant\nhealth problems that may affect his ability to receive the Core Package at a\nreasonable cost to the Company (the \"Representation\"). Subject to Executive's\ncompletion of\n\n\n   2\n\nany physicals, tests or forms provided to Executive by the applicable\ninsurance underwriter, the life insurance and the disability insurance shall be\nestablished as soon as possible on or after the Effective Date, but in no event\nlater than thirty days after the Effective Date without Executive's express\nwritten consent (unless such delay results from breach of the foregoing\nExecutive performance obligations). The Company reserves the right to cancel or\nchange the benefit plans and programs it offers to its employees at any time;\nprovided, however, the Core Benefits will not be cancelled until the earlier of\n(i) the end of the Employment Term, or (ii) the Executive's establishment of a\nsimilar group benefit package for other senior executives of the Company. \n\n     3.   Payment of Legal Fees in Connection with this Agreement. The Company\nwill reimburse you for reasonable legal fees and disbursements incurred in\nconnection with the negotiation, preparation, implementation, and execution of\nthis Agreement; provided that the Company will not be required to reimburse you\nfor more than $10,000 under this Section.\n\n     4.   Business Travel and Expenses. During the Employment Term, the Company\nwill reimburse you for reasonable business travel and other reasonable business\nexpenses in accordance with the terms of all Company policies that are\napplicable to other senior executives of the Company of similar rank and status,\nas such policies and terms may exist from time to time.\n\n     5.   Vacation. During the Employment Term, you will be eligible for\nvacation time in accordance with the terms of all Company policies that are\napplicable to other senior executives of the Company of similar rank and status,\nas such policies and terms may exist from time to time, with the timing and\nduration of specific vacations mutually and reasonably agreed to by you and the\nCompany; provided that you shall be entitled to no less than four weeks of paid\nvacation during each calendar year.\n\n     6.   Relocation and Temporary Commuting Expense Reimbursement. During the\nEmployment Term, the Company will reimburse you for the following reasonable\nexpenses: (a) moving expenses incurred by you and your prospective family during\nyour relocation from your primary residences (including automobiles) to the\nSilicon Valley, (b) temporary commuting and living expenses incurred during\ntrips from your primary residence to the Company for a period of up to six\nmonths or until such earlier time as you move to the Silicon Valley area, (c)\nreasonable costs incurred during the relocation of you and your prospective\nfamily to Silicon Valley, including, but not limited to, reasonable costs\nassociated with the sale of your sole designated residence (e.g., reasonable\nbrokerage costs, etc.), and (d) the payment of up to three mortgage points\ntowards the purchase of your primary residence in the Silicon Valley area. You\nwill be fully grossed-up by the Company for any taxes required to be recognized\nby you, as reasonably determined by the Company, by virtue of the payment of the\nforegoing relocation and temporary commuting expenses.\n\n     7.   Home Purchase Loan.\n\n          (a)  Interest-Free Loan. The Company will provide you with an\ninterest-free loan of $750,000 for use towards the purchase of a primary\nresidence to be located in the Silicon Valley area. Subject to subsections (i)\nand (ii) below, the Company will forgive the principal of this interest-free\nloan upon the fifth anniversary of the Effective Date.\n\n                                      -2-\n   3\n\n\n               (i)  If you resign for \"Good Reason\" or are terminated without\n\"Cause\" before the fifth anniversary of the Effective Date, the balance owed as\nof your termination date will be, at the discretion of the Company, forgiven on\nthe date of such termination (the \"Accelerated Forgiveness Date\") or at the end\nof the original five year period. Within a reasonable period of time after the\nAccelerated Forgiveness Date, if applicable, the Company further agrees to\nprovide you with a loan bearing 5% simple interest in an amount sufficient to\ncover any tax liability which may arise in connection with the forgiveness of\nthis interest free loan (the \"Additional Loan\"). This Additional Loan shall be\nfull recourse against the Executive and all payments of principal and interest\non this Additional Loan shall be due on the later of (i) the third anniversary\nof the Additional Loan origination date, or (ii) the fifth anniversary of the\nEffective Date; or\n\n               (ii) If you resign without \"Good Reason\" or are terminated for\n\"Cause\" before the fifth anniversary of the Effective Date, you must repay the\nremaining loan balance owed as of your termination date within ninety days of\nyour last day of employment with the Company. The remaining loan balance owed as\nof the termination date shall equal the $750,000 loan minus the product of (X)\n$150,000, multiplied by (Y) the number of years you have been employed by the\nCompany beginning on the Effective Date and ending on the date of termination.\nFor purposes of this subsection (ii), the year in which your employment\nterminates (unless such termination occurs in calendar year 2000) shall be\nconsidered a full year for purposes of this calculation.\n\n          (b)  Additional Interest-Bearing Loan. You are also eligible to\nreceive an additional loan of up to $2,000,000 to use towards the purchase of a\nprimary residence to be located in the Silicon Valley area. The additional loan\nshall bear a simple interest of 5% per year with no compounding. The interest\nand principal of this additional loan will not be forgiven by the Company. No\npayments on this loan are due until your fifth anniversary of the Effective Date\nwith the Company, at which time the accrued interest and principal borrowed will\nbe repaid in full. If you are terminated for \"Cause\" or resign without \"Good\nReason\" before the fifth anniversary of the Effective Date, all principal and\naccrued interest shall be due within ninety days of your last day of employment\nwith the Company. It is expressly agreed that this is a secured (against your\nprimary residence), fifty-percent recourse loan.\n\n     8.   Compensation.\n\n          (a)  Base Salary. During the Employment Term, the Company will pay you\nas compensation for your services a base salary at the annualized rate of not\nless than $425,000 (the \"Base Salary\"). The Base Salary will be paid in\naccordance with the Company's normal payroll practices as in effect from time to\ntime. During the Employment Term, your Base Salary will be reviewed for possible\nmerit increases at least annually.\n\n          (b)  Signing Bonus. Upon the Effective Date of this agreement, the\nCompany will pay you $500,000. In the event that you resign without Good Reason\nbefore the first anniversary of the Effective Date, you must repay the full sum\nof $500,000 within thirty days of your termination date with the Company.\n\n          (c)  Annual Bonuses. For each calendar year, you will be eligible to\nreceive a target annual bonus based upon the achievement of reasonable\nperformance criteria specified by the Board after consultation with you (the\n\"Annual Bonus\"). The Annual Bonus amount payable for any year\n\n                                      -3-\n   4\n\nwill depend upon the extent to which the applicable performance criteria have\nbeen satisfied, with a higher or lower Annual Bonus amount payable if such\nperformance criteria are exceeded or not met, as the case may be. Your target\nAnnual Bonus will equal $275,000 and your maximum Annual Bonus will equal 200%\nof your target Annual Bonus. Any Annual Bonus that is actually earned will be\npaid as soon as practicable after the end of the year for which the Annual Bonus\nis earned, but only if you remain employed with the Company through the end of\nthe year for which the Annual Bonus is earned. Except as provided in Section 18\nand notwithstanding anything else to the contrary herein, unless Executive\nvoluntarily resigns without Good Reason (as defined herein) in calendar year\n2000, Executive shall receive an Annual Bonus in calendar year 2000 which shall\nbe at least equal to $275,000.\n\n          (d)  Stock Option.\n\n               (i)  Upon the Effective Date of this Agreement, you will receive\na stock option and restricted stock as follows:\n\n                    (1)  You will be granted an option to purchase 750,000\nshares of the Company's common stock at an exercise price per share equal to the\nfair market value of the Company's common stock on the earlier of (X) the last\nbusiness day prior to the public announcement of this Agreement, or (Y) the date\nyou become an employee of the Company (the \"Option\"). Subject to the accelerated\nvesting provision set forth in Section 12(a) herein, the Option will vest as to\n25% of the shares subject to the Option one year after the Effective Date, and\n1\/48 of the total shares subject to the Option shall vest monthly thereafter, so\nthat the Option will be fully vested and exercisable four years from the\nEffective Date, subject to your continued service to the Company on the relevant\nvesting dates. The Option may be exercised prior to vesting, subject to the\nExecutive entering into a standard form of restricted stock purchase agreement\nwith the Company. To the maximum extent possible under the $100,000 rule of\nSection 422(d) of the Internal Revenue Code of 1986, as amended (the \"Code\"), a\nportion of this Option will be designated as an \"incentive stock option\" as\ndefined in Section 422 of the Code. \n\n                    (2)  You will be granted 150,000 shares of restricted stock\nfor a purchase price equal to the par value of the common stock of $0.01 per\nshare (\"Restricted Stock\"). These shares of Restricted Stock will vest over a\nfour year period, with 25% of the shares vesting on the first anniversary of the\nEffective Date, and 1\/48 of the total shares vesting monthly thereafter, so that\nall of the shares will be fully vested four years from the Effective Date,\nsubject to your continued service to the Company on the relevant dates. \n\n               (ii) Subject to this Agreement, the Option will be subject to the\nterms, definitions and provisions of the Company's 1998 Stock Plan (the \"Stock\nPlan\") and the stock option agreement by and between you and the Company (the\n\"Option Agreement\"), both of which documents are incorporated herein by\nreference. \n\n               (iii) Subject to this Agreement, the Restricted Stock will be\nsubject to the terms, definitions and provisions of the Stock Plan and the\nrestricted stock purchase agreement by and between you and the Company (the\n\"Purchase Agreement\"), both of which documents are incorporated herein by\nreference.\n\n\n                                      -4-\n\n   5\n\n\n               (iv) The Company has registered or will register the shares\nissuable under the Option and the shares of Restricted Stock on a Form S-8\nregistration statement prior to the initial vesting date for each Option and for\nshares of Restricted Stock. The Company will use its commercially reasonable\nbest efforts to keep such registration statement in effect for the entire period\nof the Option and the entire period that the shares of Restricted Stock remain\nunvested.\n\n     9.   Proprietary Information Agreement. Executive agrees to enter into the\nCompany's standard Confidential Information and Invention Assignment Agreement\n(the \"Proprietary Information Agreement\") upon commencing employment hereunder,\nas modified so as not to conflict with the provisions of this Agreement and\nexpressly omitting Section 6 (Covenant Not To Compete), Section 7 (Inducing\nEmployees to Leave Employer; Employment of Employees) and Section 8\n(Nonsolicitation of Business).\n\n     10.  Non-Solicitation. During the Employment Term, and for a period of\ntwelve months immediately following the termination of your relationship with\nthe Company for any reason, whether with or without Cause or Good Reason, you\nagree not to either directly or indirectly solicit, induce, recruit or encourage\nany of the Company's employees to leave their employment, or take away such\nemployees, or attempt to solicit, induce, recruit, encourage or take away\nemployees of the Company, either for yourself or for any other person or entity.\n\n     11.  Golden Parachute Excise Tax. In the event that the compensation,\nincluding stock option and restricted stock proceeds, (the \"Total Payments\")\nprovided for in this Agreement or otherwise payable or provided to you: (a)\nconstitute \"parachute payments\" within the meaning of Section 280G of the Code,\nand (b) but for this Section 11, would be subject to the excise tax imposed by\nSection 4999 of the Code (the \"Excise Tax\"), then your Total Payments will be\neither:\n\n               (i)  delivered in full, or\n\n               (ii) delivered as to such lesser extent which would result in no\nportion of such severance benefits being subject to the Excise Tax,\n\nwhichever of the foregoing amounts, taking into account the applicable federal,\nstate and local income taxes and the Excise Tax, results in your receipt on an\nafter-tax basis, of the greatest amount of Total Payments, notwithstanding that\nall or some portion of such Total Payments may be taxable under Section 4999 of\nthe Code. Unless you and the Company otherwise agree in writing, any\ndetermination required under this Section 11 shall be made in writing in good\nfaith by the accounting firm serving as the Company's independent public\naccountants immediately prior to the Change of Control (the \"Accountants\"). In\nthe event of a reduction in benefits hereunder, you will be given the choice of\nwhich benefits to reduce. For purposes of making the calculations required by\nthis Section, the Accountants may make reasonable assumptions and approximations\nconcerning applicable taxes and may rely on reasonable, good faith\ninterpretations concerning the application of Sections 280G and 4999 of the\nCode. You and the Company will furnish to the Accountants such information and\ndocuments as the Accountants may reasonably request in order to make a\ndetermination under this Section. The Company will bear all costs the\nAccountants may reasonably incur in connection with any calculations\ncontemplated by this Section.\n\n     12.  Severance.\n\n                                      -5-\n   6\n\n          (a)  Involuntary Termination. In the event that you are terminated by\nthe Company without Cause or you voluntarily terminate your employment for Good\nReason, you will be entitled to receive: \n\n               (i)  Earned and Unpaid Base Salary and Annual Bonus. All earned\nbut unpaid Base Salary and Annual Bonus amounts otherwise owed to you under the\nterms of this Agreement through the date of termination, payable in a lump sum\nwithin thirty days of your termination; \n\n               (ii) Base Salary. Severance pay in an amount equal to one year of\nyour Base Salary, payable in a lump sum within thirty days of your termination;\n\n               (iii) Annual Bonus. In addition to any calendar year 2000\nseverance payments set forth in Section 8(c), in the event you are terminated by\nthe Company without Cause or you voluntarily terminate your employment for Good\nReason on or after January 1, 2001, then you shall receive a pro-rated amount of\nyour Annual Bonus at target under Section 8(c) herein for the calendar year in\nwhich you have terminated employment with the Company. Such amount shall equal\nthe product of (X) the target Annual Bonus for the calendar year of termination,\nmultiplied by (Y) a fraction of which the numerator is the number of months you\nare employed by the Company during the calendar year of termination and the\ndenominator is twelve. The month in which your employment terminates shall be\nconsidered a full month for purposes of this calculation; \n\n               (iv) COBRA Benefits. The Company shall pay the group health\ncontinuation coverage premiums for you and your covered dependents under Title X\nof the Consolidated Budget Reconciliation Act of 1985, as amended (\"COBRA\")\nthrough the lesser of (x) twelve months from the date of your termination of\nemployment, or (y) the date upon which you and your covered dependents are\ncovered by similar plans of your new employer;\n\n               (v)  Stock Options.\n\n                    (1)  In the event you are terminated by the Company without\nCause or you voluntarily terminate your employment for Good Reason prior to the\none year anniversary of the Effective Date then 50% of the unvested shares\nsubject to your Option shall immediately vest and become exercisable for the\nearlier of (X) a period of two years following the date of termination, or (Y)\nthe term of the Option. All additional shares subject to your Option which have\nnot vested as of your termination date will be forfeited. After termination, the\nOption will continue to be subject to the terms, definitions, and provisions of\nthe Stock Plan and the Option Agreement.\n\n                    (2)  In the event you are terminated by the Company without\nCause or you voluntarily terminate your employment for Good Reason on or after\nthe one year anniversary of the Effective Date then 100% of the unvested shares\nsubject to your Option shall immediately vest and become exercisable for the\nearlier of (X) a period of two years following the date of termination, or (Y)\nthe term of the Option. After termination, the Option will continue to be\nsubject to the terms, definitions, and provisions of the Stock Plan and the\nOption Agreement;\n\n               (vi) Restricted Stock. All unvested shares of restricted stock\nshall immediately vest and be owned outright by you or your estate or designated\nbeneficiary.\n\n                                      -6-\n   7\n\n               (vii) Mitigation. Except as provided in (iv) of this Section, the\nseverance benefits provided for above shall not be subject to mitigation. \n\n          (b)  Voluntary Termination or Termination for Cause. Except as\notherwise provided for in Section 8(c), in the event that you are terminated by\nthe Company for \"Cause,\" upon written notice to you at any time following a\ndetermination by two-thirds vote of the Board (excluding Executive) that there\nis \"Cause,\" or in the event that you voluntarily terminate your employment\nwithout Good Reason, you will not be entitled to any Severance Payments under\nthis Section 12. You will be paid your Base Salary earned through the date of\nyour termination, and you will be permitted to exercise your Option, to the\nextent vested as of the date of your termination, in accordance with the terms\nof your Option Agreement and the Stock Plan. Your Option and your Restricted\nStock will cease to vest on the date of your termination. In addition, if your\nemployment under this Section 12(b) terminates on or after January 1, 2001, then\nyou shall receive a pro-rated amount of your Annual Bonus at target under\nSection 8(c) herein for the calendar year in which you have terminated\nemployment with the Company. Such amount shall equal the product of (X) the\ntarget Annual Bonus for the calendar year of termination, multiplied by (Y) a\nfraction of which the numerator is the number of full months you are employed by\nthe Company during the calendar year of termination and the denominator is\ntwelve.\n\n          (c)  Death or Disability. Your employment will automatically terminate\nupon your death or upon your Disability (as defined herein). In the event of\nyour death or Disability (as defined herein), you or your estate, as applicable,\nshall be entitled to receive the payments and benefits set forth in Section\n12(a)(i) above. In the event of your Disability (as defined herein), you shall\nalso be entitled to receive twelve months continuation payments of your Base\nSalary less any disability payments you receive during such twelve month period,\npayable in accordance with the Company's normal payroll practices as then in\neffect. The Company shall have the right to withhold such payments if you fail\nto provide information necessary for the Company to determine whether you are\nreceiving disability payments and the amount of such payments. You or your\nestate, as applicable, shall be permitted to exercise your Option, to the extent\nvested as of the date of your termination, in accordance with the terms of your\nOption Agreement and the Stock Plan. Your Option and your Restricted Stock will\ncease to vest on the date of your termination.\n\n     13.  At-Will Employment. Your employment with the Company constitutes\n\"at-will\" employment. You and the Company acknowledge that this employment\nrelationship may be terminated at any time, upon written notice to the other\nparty, with or without good cause or for any or no cause, at the option of\neither you or the Company. However, as described in this Agreement, you may be\nentitled to severance benefits depending upon the circumstances of your\ntermination of employment.\n\n     14.  Definitions. \n\n          (a)  Cause. For purposes of this Agreement, \"Cause\" is defined as (i)\nnegligence or misconduct in the performance of your duties to the Company (other\nthan as a result of your Disability) that has resulted in substantial and\nmaterial damage to the Company; (ii) your commission of any act of fraud with\nrespect to the Company; or (iii) conviction of a felony or a crime involving\nmoral turpitude causing material harm to the business and affairs of the\nCompany. As to clause (i), if the Board determines that you have not\nsubstantially performed your duties, you\n\n\n                                      -7-\n   8\n\n\nwill receive a written demand for improved performance from the Board. The\ndemand will set forth the factual basis for the Company's belief that you have\nnot substantially performed your duties, and will list areas in which you must\nimprove. You will have three months from the date of receiving such written\ndemand to improve your performance to the reasonable satisfaction of the Board.\nIf the Board determines that after three months of receiving such written demand\nyou have not improved to its satisfaction, you will be terminated for \"Cause\"\nunder this Agreement.\n\n          (b)  Change of Control. For purposes of this Agreement, \"Change of\nControl\" of the Company is defined as: (i) any person or entity becoming the\nbeneficial owner, directly or indirectly, of securities of the Company\nrepresenting fifty percent of the total voting power of all of the Company's\nthen outstanding voting securities, (ii) a merger or consolidation of the\nCompany in which the Company's voting securities immediately prior to the merger\nor consolidation do not represent, or are not converted into securities that\nrepresent, a majority of the voting power of all voting securities of the\nsurviving entity immediately after the merger or consolidation, (iii) a sale of\nsubstantially all of the assets of the Company or a liquidation or dissolution\nof the Company, or (iv) individuals, who, as of the Effective Date, constitute\nthe Board of Directors (the \"Incumbent Board\") cease for any reason to\nconstitute at least a majority of such Board; provided that any individual who\nbecomes a director of the Company subsequent to the Effective Date, whose\nelection or nomination for election by the Company's stockholders was approved\nby the vote of at least a majority of the directors then in office shall be\ndeemed a member of the Incumbent Board.\n\n          (c)  Disability. For purposes of this Agreement, \"Disability\" will\nmean Executive's inability to perform his job responsibilities for a period of\n180 consecutive days or 180 days in the aggregate in any twelve month period, as\ndetermined by the Board (excluding Executive).\n\n          (d)  Good Reason. For purposes of this Agreement, \"Good Reason\" will\nmean that you voluntarily resign within ninety days after the occurrence of any\nof the following, without your written consent: (i) a material reduction of the\nduties, title, authority or responsibilities, relative to your duties, title,\nauthority or responsibilities as in effect immediately prior to such reduction,\nor the express written assignment to you of such reduced duties, title,\nauthority or responsibilities; (ii) without your express written consent, a\nmaterial reduction of the facilities and perquisites (including office space and\nlocation) available to you immediately prior to such reduction; (iii) a\nreduction by the Company in your Base Salary or Annual Bonus as in effect\nimmediately prior to such reduction; (iv) the Company's willful failure to make\nany of the payments required to be made under Section 6 or Section 7 hereof; (v)\na material reduction by the Company in the kind or level of your employee\nbenefits, including bonuses, to which you were entitled immediately prior to\nsuch reduction; (vi) your relocation to a facility or a location more than\nthirty miles from either the Company or your home; (vi) the failure of the\nCompany to obtain the assumption of this agreement by any successors; (vii) your\nno longer being President and Chief Executive Officer of the Company, or in the\ncase of a Change of Control (as defined herein), of the surviving entity or\nacquiror that results from any Change of Control; or (ix) any material breach by\nthe Company of any of its obligations hereunder.\n\n     15.  Assignment. This Agreement will be binding upon and inure to the\nbenefit of (a) your heirs, executors and legal representatives upon your death\nand (b) any successor of the Company. Any such successor of the Company will be\ndeemed substituted for the Company under the terms of this Agreement for all\npurposes, and shall assume in writing and be bound by all of the Company's\nobligations under this Agreement, unless your agree otherwise in writing. For\nthis\n\n\n                                      -8-\n   9\n\npurpose, \"successor\" means any person, firm, corporation or other business\nentity which at any time, whether by purchase, merger or otherwise, directly or\nindirectly acquires all or substantially all of the assets or business of the\nCompany. None of your rights to receive any form of compensation payable\npursuant to this Agreement may be assigned or transferred except by will or the\nlaws of descent and distribution. Any other attempted assignment, transfer,\nconveyance or other disposition of your right to compensation or other benefits\nwill be null and void.\n\n     16.  Notices. All notices, requests, demands and other communications\ncalled for hereunder shall be in writing and shall be deemed given (i) on the\ndate of delivery if delivered personally, (ii) one (1) day after being sent by a\nwell established commercial overnight service, or (iii) four days after being\nmailed by registered or certified mail, return receipt requested, prepaid and\naddressed to the parties or their successors at the following addresses, or at\nsuch other addresses as the parties may later designate in writing:\n\nIf to the Company:\n\n     Sagent Technology, Inc.\n     800 West El Camino Real, Suite 300\n     Mountain View, CA 94040\n\n     Attn: Chairman of the Board of Directors\n\nIf to Executive:\n\nat your last residential address known by the Company.\n\n     17.  Severability. In the event that any provision hereof becomes or is\ndeclared by a court of competent jurisdiction to be illegal, unenforceable or\nvoid, this Agreement will continue in full force and effect without said\nprovision.\n\n     18.  Prior Employment. Notwithstanding anything in this Agreement to the\ncontrary, if the Executive does not resign from his position with his previous\nemployer on terms and conditions acceptable to the Executive within thirty (30)\ndays of the Effective Date, then upon written notice from the Executive to the\nCompany or upon written notice from the Company to the Executive this Agreement\nshall immediately terminate and be of no further force and effect and the\nparties shall have no liability to each other hereunder. Written notice from the\nCompany to the Executive terminating this Agreement pursuant to this Section\nshall not trigger any of the severance provisions herein.\n\n     19.  Entire Agreement. This Agreement, including the Stock Plan, Option\nAgreement, Proprietary Information Agreement and Purchase Agreement, represents\nthe entire agreement and understanding between the Company and you concerning\nyour employment relationship with the Company or any of its subsidiaries, and\nsupersedes and replaces any and all prior agreements and understandings\nconcerning your employment relationship with the Company. \n\n     20.  Indemnification. You will be entitled throughout the Employment Term\nin your capacity as an officer or director of the Company or any of its\nsubsidiaries, or as a member of any other governing body or any partnership or\njoint venture in which the Company has an equity\n\n\n                                      -9-\n   10\n\ninterest (and after the term of employment, to the extent relating to any\ncontinued service as such officer, director or member) to the benefit of the\nindemnification provisions contained in the Certificate of Incorporation and\nBy-Laws of the Company as in effect from time to time, to the extent not\nprohibited by applicable law at the time of the assertion of any liability\nagainst you. The Company currently maintains and will continue to maintain a\ndirectors and officer's insurance policy during your service as an officer\nand\/or director of the Company.\n\n     21.  Authority. The Company represents and warrants to you that this\nAgreement is legal, valid, and binding upon the Company and the execution of\nthis Agreement and the performance of the Company's obligations hereunder does\nnot and will not constitute a breach of, or conflict with, the terms or\nprovisions of, any agreement or understanding to which the Company is a party.\n\n     22.  Counterparts. This Agreement may be executed in one or more\ncounterparts, each of which shall be deemed an original, and which together\nshall constitute one instrument.\n\n     23.  Arbitration and Equitable Relief.\n\n          (a)  Except as provided in Section 23(d) below, you and the Company\nagree that to the extent permitted by law, any dispute or controversy arising\nout of, relating to, or in connection with this Agreement, or the\ninterpretation, validity, construction, performance, breach, or termination\nthereof will be settled by arbitration to be held in the County of Santa Clara,\nCalifornia, in accordance with the National Rules for the Resolution of\nEmployment Disputes then in effect of the American Arbitration Association (the\n\"Rules\"). The arbitrator may grant injunctions or other relief in such dispute\nor controversy. The decision of the arbitrator will be final, conclusive and\nbinding on the parties to the arbitration. Judgment may be entered on the\narbitrator's decision in any court having jurisdiction.\n\n          (b)  The arbitrator will apply California law to the merits of any\ndispute or claim, without reference to rules of conflict of law. You hereby\nexpressly consent to the personal jurisdiction of the state and federal courts\nlocated in California for any action or proceeding arising from or relating to\nthis Agreement and\/or relating to any arbitration in which the parties are\nparticipants.\n\n          (c)  The Company will pay the direct costs and expenses of the\narbitration. The Company will pay your counsel fees and reasonable expenses.\n\n          (d)  The Company or you may apply to any court of competent\njurisdiction for a temporary restraining order, preliminary injunction, or other\ninterim or conservatory relief, as necessary to enforce the provisions of this\nAgreement, without breach of this arbitration agreement and without abridgement\nof the powers of the arbitrator.\n\n          (e)  You understand that nothing in this Section 23 modifies your\nat-will status. Either the Company or you can terminate the employment\nrelationship at any time, with or without cause.\n\n          (f)  YOU HAVE READ AND UNDERSTAND THIS SECTION 23, WHICH DISCUSSES\nARBITRATION. YOU UNDERSTAND THAT BY SIGNING THIS AGREEMENT, YOU AGREE TO THE\nEXTENT PERMITTED BY LAW, TO SUBMIT ANY FUTURE CLAIMS\n\n                                      -10-\n   11\n\nARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE\nINTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH, OR TERMINATION\nTHEREOF TO BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A\nWAIVER OF YOUR RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL\nDISPUTES RELATING TO ALL ASPECTS OF THE EMPLOYER\/EXECUTIVE RELATIONSHIP,\nINCLUDING BUT NOT LIMITED TO, THE FOLLOWING CLAIMS: \n\n               (i)  ANY AND ALL CLAIMS FOR WRONGFUL DISCHARGE OF EMPLOYMENT;\nBREACH OF CONTRACT, BOTH EXPRESS AND IMPLIED; BREACH OF THE COVENANT OF GOOD\nFAITH AND FAIR DEALING, BOTH EXPRESS AND IMPLIED; NEGLIGENT OR INTENTIONAL\nINFLICTION OF EMOTIONAL DISTRESS; NEGLIGENT OR INTENTIONAL MISREPRESENTATION;\nNEGLIGENT OR INTENTIONAL INTERFERENCE WITH CONTRACT OR PROSPECTIVE ECONOMIC\nADVANTAGE; AND DEFAMATION;\n\n               (ii) ANY AND ALL CLAIMS FOR VIOLATION OF ANY FEDERAL STATE OR\nMUNICIPAL STATUTE, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH\nDISABILITIES ACT OF 1990, THE FAIR LABOR STANDARDS ACT, AND ANY LAW OF ANY\nSTATE; AND\n\n               (iii) ANY AND ALL CLAIMS ARISING OUT OF ANY OTHER LAWS AND\nREGULATIONS RELATING TO EMPLOYMENT OR EMPLOYMENT DISCRIMINATION.\n\n     24.  No Oral Modification, Cancellation or Discharge. This Agreement may be\nchanged or terminated only in writing (signed by you and the an authorized\nmember of the Board).\n\n     25.  Withholding. The Company is authorized to withhold, or cause to be\nwithheld, from any payment or benefit under this Agreement the full amount of\nany applicable withholding taxes.\n\n     26.  Governing Law. This Agreement will be governed by the laws of the\nState of California (with the exception of its conflict of laws provisions).\n\n     27.  Acknowledgment. You acknowledge that you have had the opportunity to\ndiscuss this matter with and obtain advice from your private attorney, have had\nsufficient time to, and have carefully read and fully understand all the\nprovisions of this Agreement, and are knowingly and voluntarily entering into\nthis Agreement.\n\n     28.  Beneficiaries. Whenever this Agreement provides for any payment to the\nExecutive's estate, such payment may be made instead to such beneficiary or\nbeneficiaries as the Executive may designate by written notice to the Company.\nThe Executive shall have the right to revoke any such designation and to\nre-designate a beneficiary or beneficiaries by written notice to the Company\n(and to any applicable insurance company) to such effect.\n\n\n                                      -11-\n   12\n\nIN WITNESS WHEREOF, the undersigned have executed this Agreement on the\nrespective dates set forth below:\n\nBEN BARNES\n\n\/s\/ BEN BARNES                           Date:  August 4, 2000\n--------------------------------  \nBen Barnes\n\nSAGENT TECHNOLOGY, INC\n\n\/s\/ KENNETH GARDNER                      Date:  August 4, 2000\n--------------------------------\nTitle: President\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8746],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9544],"class_list":["post-39540","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-sagent-technology-inc","corporate_contracts_industries-technology__software","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\/39540","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=39540"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39540"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39540"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39540"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}