{"id":39650,"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-tibco-inc-and-vivek-ranadrive.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-tibco-inc-and-vivek-ranadrive","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-tibco-inc-and-vivek-ranadrive.html","title":{"rendered":"Employment Agreement &#8211; TIBCO Inc. and Vivek Ranadrive"},"content":{"rendered":"<pre>\n                                 TIBCO INC.\n\n                        RANADIVE EMPLOYMENT AGREEMENT\n\n     This agreement is made by and between TIBCO Inc., a Delaware corporation\n(the \"Company\"), Reuters Limited, a company organized under the laws of England\nand Wales (\"Reuters\"), and Vivek Ranadive (\"Executive\").\n\n     1.  Duties and Scope of Employment\n         ------------------------------\n\n         (a)  Position: Employment Commencement Date.  The Company shall\n              --------------------------------------                       \nemploy the Executive as the President and Chief Executive Officer of the Company\nreporting only to the Board of Directors of the Company (the \"Board\").\nAdditionally, Executive shall serve as Chairman of the Board during the period\nof his employment hereunder.  As Chairman, President and Chief Executive Officer\nof the Company, Executive shall have the duties and responsibilities customarily\nassociated with such positions.  Executive shall not receive any additional\ncompensation for his service as Chairman of the Board while he remains an\nemployee of the Company.\n\n         (b)  Obligations.  Executive shall devote the time reasonably necessary\n              -----------                                                     \nto discharge his duties to the Company.  Except with respect to his duties as\nPresident, Chief Executive Officer and Chairman of the Board of TIB\nApplications, Inc., Executive agrees not to actively engage in any other\nemployment, occupation or consulting activity for any direct or indirect\nremuneration without the prior approval of the Board; provided, however, that\nExecutive may serve in any capacity with any civic, educational or charitable\norganization without the approval of the Board, so long as such activities do\nnot interfere with his duties and obligations under this Agreement.\n\n     2.  Employee Benefits.  During his employment hereunder, Executive shall be\n         -----------------                                                     \neligible to participate in the employee benefit plans maintained by the Company.\n\n     3.  Two Year Initial Employment Term Followed By At-Will Employment.\n         ---------------------------------------------------------------\nExecutive's employment with the Company pursuant to this Agreement shall\ncommence on the date set forth on the signature page hereto (the \"Effective\nDate\") and shall continue for two years thereafter (the \"Initial Employment\nTerm\") subject to the terms and conditions herein set forth.  During the Initial\nEmployment Term, the Company shall be entitled to terminate Executive's\nemployment hereunder at any time, either for Cause (as defined below) or without\nCause, at Reuter's direction and discretion.  During the Initial Employment\nTerm, Executive shall not voluntarily terminate his employment with the Company\n(subject to the last sentence of the second paragraph of Section 6 hereof),\nexcept that Executive may terminate such employment voluntarily if Executive's\nemployment with TIB Applications, Inc. is terminated with Cause at the direction\nof Reuter's or at the direction of TIB Applications, Inc. following a Change of\nControl or Initial Public Offering (as defined in the Employment Agreement of\neven date herewith between TIB Applications, Inc. and Executive) of TIB\nApplications, Inc.  Executive and the Company understand and acknowledge that\nExecutive's employment with the Company following Initial Employment Term\nconstitutes \"at-will\" employment that may be terminated at any time, with or\nwithout good cause or for any or no cause, at option either of the Company or\nExecutive upon 120 days prior written notice.  The period \n\n \ncovering the Initial Employment Term and the period, if any, that Executive is\nemployed by the Company thereafter is referred to herein as the \"Employment\nTerm.\"\n\n     4.  Compensation and Bonus Rights\n         -----------------------------\n\n         (a)  Base Salary.  During the Employment Term, the Company\n              -----------                                          \nShall pay the Executive as compensation for his services a base salary at the\nannualized rate of two hundred thousand dollars ($200, 000) (the \"Base Salary\");\nprovided, however that if at any time during the Employment Term Executive no\nlonger serves as the President, Chief Executive Officer and Chairman of the\nBoard of TIB Applications, Inc. such Base Salary shall be four hundred thousand\ndollars ($400, 000), less any severance to which Executive may otherwise be\nentitled from TIB Applications, Inc. Such salary shall be paid periodically in\naccordance with normal Company payroll practices and subject to the usual,\nrequired withholding.  Executive's salary shall be reviewed yearly for possible\nraises in light of Executive's performance of his duties, as determined by the\nBoard.  Executive understands and agrees that neither his positive job\nperformance nor promotions, commendations, bonuses or the like from the Company\ngive rise to or in any way serve as the basis for modifications, amendment, or\nextension, by implication or otherwise, of this Agreement.\n\n         (b)  Annual Target Bonus.  A bonus target of at least $100,000 per year\n              -------------------                                               \nfor Executive shall be established by the Board following good faith\nconsultation with the Executive, which bonus shall be based on the Company's\nbonus plan implemented in accordance with the Company's prior practice;\nprovided, however, that if at any time during the Employment Term Executive no\nlonger serves as the President, Chief Executive Officer and Chairman of the\nBoard of TIB Applications, Inc. such bonus target shall be at least $200, 000.\n\n         (c)  Employee Bonus Rights.\n              --------------------- \n\n              (1) Promptly following adoption of the TIBCO 1996 Employee Bonus\nPlan (as contemplated by the Agreement of Organization, dated as of November\n14, 1996, to which the parties hereto are parties), Executive shall be granted\nrights thereunder in an amount equal to 150% of the next highest amount of\nsuch rights initially granted to any other employee of the Company (it being\nunderstood that the grant of any rights under such new Employee Bonus Plan\nwill be subject to Reuter's consent). Rights will vest in accordance with the\nterms of such new Plan, and shall not be subject to any acceleration of\nvesting.\n\n              (2) Current Employee Bonus Plan. All of Executive's Bonus Rights\n                  ---------------------------\nunder the current TIBCO Inc. Employee Bonus Plan (as opposed to the 1996\nEmployee Bonus Plan to be adopted by TIBCO Inc.) shall continue to vest during\nthe Employment Term in accordance with the terms of such Employee Bonus Plan\nand the vesting provisions as currently in effect (i.e. 200,000 rights to\nbecome Vested Rights on January 1, 1997, 200,000 additional rights to become\nVested Rights on January 1, 1998, and 100,000 additional rights to become\nVested Rights on January 1, 1999, al in accordance with and subject to the\nterms of such employee Bonus Plan); provided, however, that in the event of an\ninitial public offering of the Company's Common Stock, a Change of Control of\nthe Company, the occurrence of a Reuters Control Event, or a termination by\nthe\n\n                                      -2-\n\n \nCompany of Executive's employment without Cause at Reuter's direction (each\ndefined herein), then all of Executive's Bonus Rights shall be considered\nVested Rights under the terms of such Employee Bonus Plan. In such\ncircumstance, the initial Fair Market Value of the relevant Company Stock,\nwhich is so vested, shall be based upon the Net Earnings Per Share in the\nlater of (x) the most recent completed financial year of TIBCO Inc., and (y)\nthe 1997 full financial year of TIBCO Inc. If such Bonus Rights become Vested\nRights prior to December 31, 1997, Executive may not exercise such Vested\nRights prior to the date that the auditors of TIBCO Inc. have performed the\ncalculation of Net Earnings Per Share and Fully Diluted Shares for the full\n1997 financial year of TIBCO Inc., and notwithstanding the terms of such Bonus\nRights such Vested Rights shall be exercisable at least through the ninety-day\nperiod following written notice to Executive of such final calculation.\n\n     For the purpose of this Agreement, a \"Change of Control\" is defined as:\n\n                  (A) Any \"person\", as such term is used in Sections 13(d) and\n14(d) of the Securities Exchange Act of 1934, as amended (other than a group\nconsisting of the Company's stockholders as of the Effective Date and their\n\"parents and subsidiaries,\" as such terms are defined in Internal Revenue Code\nSection 424) becomes the \"beneficial owner\" (as defined in Rule 13d-3 under\nsaid Act), directly or indirectly, of securities of the Company representing\n50% or more of the total voting poser represented by the Company's then\noutstanding voting securities; or\n\n                  (B) The consummation of a merger, consolidation,\nreorganization or similar transaction in which the Company's shareholders\nbefore such transaction own less than 50% of the voting stock on voting power\nof the surviving entity immediately after such transaction; or\n\n                  (C) The consummation of the sale or disposition by the\nCompany of all or substantially all of the Company's assets.\n\nFor the purpose of this Agreement, a \"Reuters Control Event\" is defined as:\n(1) the termination by Reuters of the Management Agreement to which Reuters,\nthe Company and Executive are parties which results in the appointment to the\nCompany's Board of Directors by a majority of the members of such Board or (2)\nthe appointment to the Company's Board of Directors by Reuters of a majority\nof the members of such Board pursuant to Section 2.2(e) or 3.1 of such\nManagement Agreement.\n\n     5.  Expenses.  The Company will pay or reimburse Executive for reasonable\n         --------                                                             \ntravel or other expenses incurred by Executive in connection with the\nperformance of Executive's duties hereunder in accordance with the Company's\nestablished policies.  Executive shall furnish the Company with evidence of such\nexpenses within a reasonable period of time from the date that they were\nincurred.\n\n     6.  Severance Benefits.  If Executive's employment with the Company\n         ------------------                                             \nterminates other than voluntarily or for Cause, then if such termination occurs\nprior to the end of the Initial Employment Term, Executive shall be entitled to\nreceive continuing payments of severance pay (less \n\n                                      -3-\n\n \napplicable withholding taxes) at a rate equal to his base salary rate plus\ntarget bonus amount, as then in effect (but not less than $300,000 per year)\nuntil the end of the Initial Employment Term. \n\n     For the purpose of this agreement, \"Cause\" is defined as (i) a material\nact of dishonesty made by Executive in connection with Executive's\nresponsibilities as an employee and intended to result in Executive's personal\nenrichment, (ii) Executive's conviction of, or plea of nolo contendere to, a\n                                                       ---------------      \nfelony, (iii) Executive's gross misconduct, (iv) Executive's repeated material\nfailure to substantially perform his employment duties after Executive has\nreceived a written demand for performance from the Company which specifically\nsets forth the factual basis for the Company's belief that Executive has\nrepeatedly materially failed to substantially perform his duties, or (v) a\nmaterial breach by Executive of his obligations under this Agreement (including,\nwithout limitation, voluntary termination by Executive of his employment during\nthe Initial Employment Term, except as permitted in Section 3 above and subject\nto the next sentence).  For the purpose of this Agreement, if elected by\nExecutive, the Company shall be deemed to have terminated Executive's employment\nwithout Cause if (a) he is required to perform his regular duties (other than\nnormal business travel) away from the Company's headquarters, which shall be\nlocated in the Silicon Valley area in California or (b) if following a Reuters\nControl Event Executive is relieved of a material portion of his\nresponsibilities.\n\n     7.  Total Disability of Executive.  Upon Executive's becoming totally\n         -----------------------------                                    \ndisabled during the term of this Agreement, employment hereunder shall\nautomatically terminate and Executive shall be entitled only to severance\nbenefits pursuant to Section 6 hereof.  Executive shall be deemed to be \"totally\ndisabled\" ninety (90) days following written notice by the company to Executive\nof such determination by an independent physician acceptable to the Board,\nReuters and Executive (which acceptance will not be unreasonably withheld),\nprovided, however, that if Executive resumes work on a regular basis prior to\nthe end of such 90 day period, Executive shall not be deemed to be \"totally\ndisabled.\"\n\n     8.  Death of Executive.  If Executive dies during the term of this\n         ------------------                                            \nAgreement, this Agreement shall terminate immediately and Executive's estate\nshall be entitled only to severance benefits pursuant to Section 6 hereof.\n\n     9.  Enforcement.  In the event of any action to enforce the terms of\n         ------------                                                    \nthis Agreement, the prevailing party in such action shall be entitled to such\nparty's reasonable costs and expenses of enforcement including, without\nlimitation, reasonable attorneys' fees.\n \n     10.  Competition.  As a material inducement to Reuters to enter into this\n          -----------                                                         \nAgreement and the Agreement of Organization, dated as of November 14, 1996 to\nwhich the parties hereto are parties, Executive hereby agrees that the following\nprovisions of this Section 10 shall not apply if Executive's employment with\neither the Company or TIB Applications, Inc. is terminated without Cause at the\ndirection of Reuters or at the direction of the Company or TIB Applications,\nInc., as the case may be, following a Change of Control of such entity or an\ninitial public offering of such entity (as such terms may be defined herein with\nrespect to the \n\n                                      -4-\n\n \nCompany or in the Employment Agreement of even date herewith between TIB\nApplications, Inc. and Executive, with respect to TIB Applications, Inc.) of\nthe company or TIB Applications, Inc.\n\n\n     (i)  No Competition.  Employee will not own, operate, manage, or\n          --------------                                             \nprovide consulting services to, or be an employee of, or own more than a 5%\ninterest in, any business engaged in the Protected Business (as defined below)\nin competition with Company or TIB Applications, Inc. in the geographic area\ncompromising the United States of America, each country (or political\nsubdivision thereof) in Europe and the country of Japan (the \"Protected\nTerritory\"), other than TIB Applications, Inc.  The term \"Protected Business\"\nshall mean the business of providing software and related services that are\ndirectly competitive with the software and services provided by the Company or\nTIB Applications, Inc. (in each case, as of the last day of employment of\nExecutive with such company).\n\n     The parties intend that the covenants contained in the preceding\nparagraph shall be construed as a series of separate covenants, one for each\ncountry, city and state or other political subdivision of the Protected\nTerritory.  If, in any judicial proceeding a court shall refuse to enforce any\nof the separate covenants (or any part hereof) deemed included in said\nparagraphs, then such unenforceable covenant (or such part) shall be deemed\neliminated from this Agreement for the purpose of those proceedings to the\nextent necessary to permit the remaining separate covenants (or portions\nthereof) to be enforced.\n\n     (ii) Breach of Conditions.  Executive acknowledges that upon the breach of\n          --------------------                                                 \nany of the provisions of this Agreement, the company and Reuters would sustain\nirreparable harm, and, therefore, Executive agrees that in addition to any other\nremedies which the Company or Reuters may have under this Agreement or\notherwise, the Company and Reuters shall be entitled to obtain equitable relief\nfrom committing or continuing any such violation of this Agreement.\n\n\n     11.  Assignment.  This Agreement shall be binding upon and inure to\n          ----------                                                    \nthe benefit of (a) the parties hereto (b) the heirs, executors and legal\nrepresentatives of Executive upon Executive's death and (c) any successor the\nCompany or Reuters.  Any such successor of the company or Reuters shall be\ndeemed substituted for the Company or Reuters, as the case may be, under the\nterms of this Agreement for all purposes.  As used herein, \"successor\" shall\ninclude any person, firm, corporation or other business entity which at any\ntime, whether by purchase, merger, or otherwise, directly or indirectly acquires\nall or substantially all of the assets or business of the Company.  None of the\nrights of Executive to receive any form of compensation payable pursuant to this\nAgreement shall be assignable or transferable except through a testamentary\ndisposition or by the laws of descent and distribution upon the death of\nExecutive.  Any attempted assignment, transfer, conveyance or other disposition\n(other than as aforesaid) of any interest in the rights of Executive to receive\nany form of compensation hereunder shall be null and void.\n\n     12.  Notices.  All notices, requests, demands and other communications\n          -------                                                          \ncalled for hereunder shall be in writing and shall be deemed given if delivered\npersonally or one (1) day after sending by express mail or other overnight\nservice, or three (3) days after being mailed by \n\n                                      -5-\n\n \nregistered or certified mail, return receipt requested, prepaid and addressed\nto the parties or their successors in interest at the following addresses, or\nat such other addresses as the parties may designate by written notice in the\nmanner aforesaid:\n\n          If to the Company:  TIBCO Inc.\n                              3165 Porter Drive, Palo Alto, CA 94304\n\n          If to Executive:  Vivek Ranadive\n                            At the last residential address known by the Company\n\n     13.  Severability.  In the event that any provision hereof becomes or\n          ------------                                                    \nis declared by a court of competent jurisdiction to be illegal, unenforceable or\nvoid, this Agreement shall continue in full force and effect without said\nprovision.\n\n     14.  Entire Agreement.  Except as expressly set forth herein, this\n          ----------------                                             \nAgreement and the Proprietary Information Agreement of even date herewith\ntogether with the Agreement of Organization to which Executive is a party as\nwell as the TIBCO Employee Bonus Plan, represent the entire agreement and\nunderstanding between the Company and Executive concerning Executive's\nemployment relationship with the Company, supersedes and replaces any and all\nprior agreements and understandings concerning Executive's Employment Agreement\ndated March 10, 1994 between RTSS Merger Sub, Inc. and the Executive.\n\n     15.  No Oral Modification, Cancellation or Discharge.  This Agreement\n          -----------------------------------------------                 \nmay only be amended, canceled or discharged in writing signed by Executive and\nthe Company.\n\n     16.  Governing Law.  This Agreement shall be governed by the laws of\n          -------------                                                  \nthe State of Delaware, without giving effect to the conflicts of laws principles\nthereof.\n\n     17.  Acknowledgement.  Executive acknowledges that he has had the\n          ---------------                                             \nopportunity to discuss this matter with and obtain advice from his private\nattorney, has had sufficient time to, and has carefully read and fully\nunderstands all the provisions of this Agreement, and is knowingly and\nvoluntarily entering into this Agreement.\n\n     18.  Indemnification.  The Company agrees to indemnify Executive as an\n          ---------------                                                  \nofficer and director of the Company to the fullest extent permitted under\napplicable Delaware corporate law.  Executive also shall have the right to enter\ninto with the Company an indemnification agreement in customary form.\n\n                                      -6-\n\n \n     IN WITNESS WHEREOF, the undersigned have executed this Agreement on the\nrespective dates set forth below.\n\nTIBCO INC.\n\nBy:  \/s\/ Vivek Ranadive\n     -----------------------\n\nTitle:  \n      ----------------------\n\nDate:  December 31, 1996\n      ----------------------\n\n\n\nREUTERS LIMITED\n\nBy:  \/s\/ \n     ----------------------\n\n\nTitle:  Executive Director\n      ----------------------\n\nDate:  December 31, 1996\n      ----------------------\n\n\n\nVIVEK RANADIVE\n\nSignature:  \/s\/ Vivek Ranadive\n          ----------------------\n\nDate:  December 31, 1996\n      ----------------------\n\n\n\n\n\n                   ***RANADIVE TIBCO EMPLOYMENT AGREEMENT***\n\n                                      -7-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9057],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9544],"class_list":["post-39650","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-tibco-software-inc","corporate_contracts_industries-technology__programming","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\/39650","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=39650"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39650"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39650"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39650"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}