{"id":39651,"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-software-inc-and-paul-g-hansen.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-tibco-software-inc-and-paul-g-hansen","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-tibco-software-inc-and-paul-g-hansen.html","title":{"rendered":"Employment Agreement &#8211; TIBCO Software Inc. and Paul G. Hansen"},"content":{"rendered":"<pre>     \n                            EMPLOYMENT AGREEMENT\n\n\nTHIS EMPLOYMENT AGREEMENT is entered into as of the 7th day of July 1998, by and\nbetween Paul G. Hansen, (the \"EMPLOYEE\") and TIBCO Software Inc. (the\n        --------------\n\"EMPLOYER\").\n\n\nI.  EMPLOYMENT\n\nEMPLOYER employs EMPLOYEE, and EMPLOYEE accepts employment with EMPLOYER, on the\nterms and conditions set forth in this Agreement.\n\n\nII.  TERMS OF EMPLOYMENT\n\nThe employment relationship between EMPLOYEE and EMPLOYER may be terminated as\nfollows:\n\n\n(A)  During the first ninety (90) days of employment, either party may terminate\n     without prior notice and for any reason whatsoever, or for no reason and\n     without cause; or\n\n(B)  After the first ninety (90) days of employment, either party may terminate\n     for any reason whatsoever, or for no reason and without cause, upon the\n     giving of (i) two weeks' written notice to the other party or (ii) pay\n     equal to two (2) weeks of EMPLOYEE's salary in lieu of such notice; or\n\n(C)  At any time, EMPLOYER may terminate EMPLOYEE without prior notice if\n     EMPLOYEE materially fails to perform any obligation or duty owed to\n     EMPLOYER.\n\n\nIII.  DUTIES\n\nEMPLOYEE shall perform such tasks and duties as may be assigned by EMPLOYER from\ntime to time.  At all times EMPLOYEE shall follow all of EMPLOYER's legal\ninstructions and directions and shall abide by all of EMPLOYER's rules and\nprocedures in force from time to time while employed.  EMPLOYEE shall devote his\nfull time, attention, skill and efforts to the tasks and duties assigned by\nEMPLOYER.  Without the prior written consent of EMPLOYER, EMPLOYEE shall not\nprovide services, for compensation, to any other person or business entity while\nemployed by EMPLOYER.\n\n\nIV.  COMPENSATION\n\nAs compensation for all services to be rendered by EMPLOYEE to EMPLOYER,\nEMPLOYEE shall be paid a salary at the annual rate of $250,000.00. Said salary\n                                                      -----------\nshall be payable in accordance with EMPLOYER's standard procedures. EMPLOYER\nshall withhold from any amounts payable as compensation all federal, state,\nmunicipal or other taxes as are required by any law, regulation or ruling.\n\n(A)  EMPLOYEE understands and agrees that EMPLOYEE's salary may be adjusted by\n     EMPLOYER prospectively, and at its sole discretion from time to time,\n     without affecting the remaining terms of this Agreement.\n\n                                      1\n\n \n(B)  EMPLOYEE understands and agrees that any other compensation that may be\n     paid to EMPLOYEE for services rendered, or to be rendered, (whether by way\n     of any incentive payment, opportunity to acquire stock or any other form of\n     additional compensation) shall rest in the sole discretion of EMPLOYER.\n\n\nV.  PROPERTY RIGHTS; DUTY TO DISCLOSE\n\nEMPLOYEE hereby acknowledges and agrees to be bound by the provisions of the\nEMPLOYER's \"Non-Disclosure\/Assignment Agreement\" attached hereto as Exhibit A\nand made a part hereof by this reference as though set forth in full herein.\nThe provisions of Exhibit A shall survive any termination of this Agreement.\n\n\nVI.  NONSOLICITATION OF EMPLOYEES\n\nEMPLOYEE specifically agrees that during the term of this Agreement and for a\nperiod of one (1) year thereafter, EMPLOYEE shall not, directly or indirectly,\neither for himself or for any other person, firm, corporation or other legal\nentity, solicit any then employee of EMPLOYER to leave the employment of\nEMPLOYER.\n\n\nVII.  NO ASSIGNMENT\n\nThis Agreement may not be assigned by EMPLOYEE without the written consent of\nEMPLOYER.  This Agreement shall be binding on the heirs, executors,\nadministrators, personal representatives, successors and assigns of EMPLOYEE and\nEMPLOYER.\n\n\nVIII.  GOVERNING LAW\n\nThis Agreement shall be governed by and construed and enforced in accordance\nwith and subject to the laws of the State where the EMPLOYEE was principally\nrendering services for EMPLOYER.\n\n\nIX.  NOTICES\n\nAll notices or other communications provided for by this Agreement shall be made\nin writing and shall be deemed properly delivered when (i) delivered personally\nor (ii) by the mailing of such notice by registered or certified mail, postage\nprepaid, to the parties at the addresses set forth on the signature page of this\nAgreement (or to such other address as one party designates to the other in\nwriting).\n\n\nX.  ENTIRE AGREEMENT AND WAIVER\n\nThis Agreement is the entire agreement between the parties relating to\nEMPLOYEE's employment.  It supersedes all prior agreements, arrangements,\nnegotiations and understandings related thereto.  No waiver of any term,\nprovision or condition of this Agreement shall be deemed to be, or shall\nconstitute, a waiver of any other term, provision or condition herein, whether\nor not similar.  No such waiver shall be binding unless in writing and signed by\nthe waiving party.\n\n\nXI.  AMENDMENTS\n\nNo supplement, modification or amendment of any term, provision or condition of\nthis Agreement shall be binding or enforceable unless evidenced in writing\nexecuted by the parties hereto.\n\n                                       2\n\n \nXII.  COUNTERPARTS\n\nThis Agreement may be executed in one or more counterparts, each of which shall\nbe deemed an original, but all of which together shall constitute one and the\nsame instrument.\n\n\nXIII.  REFORMATION\/SEVERABILITY\n\nIf any provision of this Agreement is declared invalid by any tribunal, then\nsuch provision shall be deemed automatically adjusted to the minimum extent\nnecessary to conform to the requirements for validity as declared at such time\nand, as so adjusted, shall be deemed a provision of this Agreement as though\noriginally included herein.  In the event that the provision invalidated is of\nsuch a nature that it cannot be so adjusted, the provision shall be deemed\ndeleted from this Agreement as though such provision had never been included\nherein.  In either case, the remaining provisions of this Agreement shall remain\nin effect.\n\n\nAfter carefully reading and considering the foregoing provisions and Exhibit A,\nEMPLOYEE has voluntarily signed this Agreement on as of the date first above\nwritten.\n\n\nEMPLOYER:                                           EMPLOYEE:\n\nTIBCO Software Inc.                                 \/s\/ Paul G. Hansen\n-------------------                                 ----------------------------\nName of EMPLOYER                                    EMPLOYEE Signature         \n                                                                               \n3165 Porter Drive                                   15 Twelve Oaks Dr.         \n-----------------                                   ----------------------------\nAddress                                             Address                    \n                                                                               \nPalo Alto, CA 94304                                 Pleasanton, CA 94588       \n-------------------                                 ----------------------------\nCity, State Zip                                     City, State Zip            \n                                                                               \nBy:                                                 925-461-8444 or 925-461-0545\n   --------------------                             ----------------------------\n                                                    Telephone                   \n   Its\n      --------------------\n\n                                       3\n\n \n                                  EXHIBIT A\n\n\n                      NON-DISCLOSURE\/ASSIGNMENT AGREEMENT\n\n\nPaul G. Hansen (\"EMPLOYEE\") is employed, or is being hired, by TIBCO Software\n--------------\nInc. (\"the COMPANY\") and may learn, or has learned, information which the\nCOMPANY keeps secret from its competitors and others.  As a condition of\nemployment or continued employment, EMPLOYEE agrees to the terms of this\nAgreement.\n\n\nI.  PROPRIETARY INFORMATION DEFINED\n\nThe Term \"Proprietary Information\" means the following classes of information\nrelating to the COMPANY's business:\n\n(A)  Trade secrets and other proprietary and confidential information which are\n     owned by the COMPANY and which have to do with:\n\n     (1)  the operation of the COMPANY's business, consisting, for example,\n          and not intending to be inclusive, of its lists or other\n          identifications of clients or prospective clients of the COMPANY\n          (and key individuals employed or engaged by such clients or\n          prospective clients), the nature and type of services rendered to\n          such clients (or proposed to be rendered to prospective clients),\n          fees charged or to be charged, proposals, inventions, methodologies,\n          algorithms, formulae, processes, compilations of information, form\n          and content of data bases, designs, drawings, models, equipment,\n          results of research proposals, job notes, reports, records,\n          specifications, software, firmware and procedures used in, or\n          related to, the COMPANY's products; and\n\n     (2)  the COMPANY's relations with its employees, including without\n          limitation, salaries, job classifications and skill levels;\n\n(B)  Financial, sales and marketing data compiled by the COMPANY as well as the\n     COMPANY's financial, sales and marketing plans and strategies, customer\n     lists and non-public pricing;\n\n(C)  All ideas, concepts, information and written material about a client\n     disclosed to EMPLOYEE by the COMPANY, or acquired from a client of the\n     COMPANY, and all financial, accounting, statistical, personnel and business\n     data and plans of clients, are and shall remain the sole and exclusive\n     property and proprietary information of the COMPANY, or said client;\n\n(D)  Any other information designated by the COMPANY to be confidential, secret\n     and\/or proprietary.\n\n\nII.  OBLIGATION TO KEEP CONFIDENTIAL\n\nEMPLOYEE acknowledges and agrees that all Proprietary Information that comes\ninto EMPLOYEE's possession (including any information originated or developed by\nEMPLOYEE while employed by the COMPANY) is secret and is the exclusive property\nof the COMPANY.  EMPLOYEE agrees to use the Proprietary Information only in\nconnection with EMPLOYEE's work for the COMPANY.  EMPLOYEE agrees, while\n                                                                   -----\nemployed with the COMPANY and thereafter, to hold the Proprietary Information in\n----------------------------------------                                        \nconfidence and agrees not to disclose or reveal, in any matter, any Proprietary\nInformation to any person or entity.\n\n                                       4\n\n \nIII.  RETURN OF INFORMATION\n\nEMPLOYEE agrees, upon request of the COMPANY or upon leaving the employ of the\nCOMPANY, to return promptly to the COMPANY the original and all copies of any\ndocuments, reports, notes or other materials incorporating or reflecting, in any\nway, any Proprietary Information in the possession or under the control of\nEMPLOYEE.\n\n\nIV.  INVENTION BELONGS TO THE COMPANY\n\nEMPLOYEE acknowledges and agrees that any inventions, discoveries or\nimprovements which EMPLOYEE has conceived or made or may conceive or make during\nEMPLOYEE's employment with the COMPANY, whether made individually or jointly\nwith others, which:\n\n     (1)  relate or pertain to, or are in any way connected with, the systems,\n          products, apparatus or methods utilized, or are the subject of\n          research or development (actual or anticipated) by the COMPANY: or\n\n     (2)  utilize equipment, supplies, facilities or Proprietary Information\n          belonging to the COMPANY (collectively the \"Inventions\") shall be\n          the sole exclusive property of the COMPANY and the Inventions shall\n          be deemed to be works for hire.\n\n(A)  EMPLOYEE agrees to make prompt and full disclosure to the COMPANY of all\n     inventions, discoveries or improvements made by EMPLOYEE during the term of\n     the Agreement, solely or jointly with others, whether or not such\n     invention, discovery or improvement will actually become the property of\n     the COMPANY pursuant to this Agreement.  EMPLOYEE agrees to make such\n     disclosures with the understanding and the agreement of the COMPANY that,\n     as to any invention, discovery or improvement to which the COMPANY is not\n     entitled, the COMPANY and that such disclosed will be received and held\n     strictly in confidence by the COMPANY and that such disclosure is for the\n     sole purpose of determining whether or not rights to such invention,\n     discovery or improvement is the property of the COMPANY.\n\n(B)  To the extent EMPLOYEE would be deemed to be an owner of any of the rights\n     in the Invention, EMPLOYEE hereby assigns to the COMPANY all such rights in\n     the Inventions.  EMPLOYEE hereby agrees to execute and sign any and all\n     applications, assignments or other instruments which the COMPANY may deem\n     necessary in order to enable it, at its expense, to apply for, prosecute\n     and obtain Letters of Patent, trademarks, copyright or other legal\n     protections in the United States or foreign countries for the Intentions,\n     or in order to assign or convey to or vest in the COMPANY the sole and\n     exclusive right, title and interest in and to the Inventions.\n\n(C)  The obligations contained in this Paragraph 4, except for the requirements\n     as to disclosure, do not apply to any rights EMPLOYEE may have acquired in\n     connection with an invention, discovery or improvement for which no\n     equipment, supplies, facility or trade secret information of the COMPANY\n     was used and which was developed entirely on the EMPLOYEE's own time, and\n     provided that such invention, discovery or improvement does not: (i) relate\n     directly or indirectly to the business of the COMPANY or to the COMPANY's\n     actual or demonstrable anticipated research or development; and (ii) result\n     from any work performed by EMPLOYEE for, or on behalf of, the COMPANY.\n\n\nV.  INJUNCTIVE RELIEF\n\nEMPLOYEE acknowledges and agrees that, because any use or disclosure of the\nCOMPANY's Proprietary Information other than for the COMPANY's benefit and\nwithout the COMPANY's prior written consent would \n\n                                       5\n\n \ncause irreparable injury to the COMPANY, in addition to any other remedies\navailable, will be entitled to obtain an injunction to enforce the provisions\nof this Agreement.\n\n\nVI.  REFORMATION\/SEVERABILITY\n\nIf any provision of this agreement is declared invalid by any tribunal, then\nsuch provision shall be deemed automatically adjusted to the minimum extent\nnecessary to conform to the requirements for validity as declared at such time\nand, as so adjusted, shall be deemed a provision of this Agreement as though\noriginally included herein.  In the event that the provision invalidated is of\nsuch a nature that it cannot be so adjusted, the provision shall be deemed\ndeleted from this Agreement as though such provision had never been included\nherein.  In either case, the remaining provisions of this Agreement shall remain\nin effect.\n\n\nNOTE:  POLICY STATEMENT AGAINST THE USE OF TRADE SECRETS OF OTHERS.\n\n\nIt is the practice and policy of COMPANY not to use the trade secrets of others.\nThus, EMPLOYEE should not use any information which any prior employer\nidentified specifically as a trade secret or as Proprietary Information.\nHowever, EMPLOYEE is not required to maintain the confidentiality of any\ninformation which is:\n\n     (1)  known to EMPLOYEE prior to the disclosure by the prior employer; or\n\n     (2)  known, or becomes known, to third parties knowledgeable in the\n          industry without the fault or negligence of EMPLOYEE; or\n\n     (3)  subsequently rightly received from a third party without restrictions\n          regarding the secrecy or confidentiality; or\n\n     (4)  independently developed by EMPLOYEE or by EMPLOYEE without recourse\n          to the \"trade secret\" of another; or\n\n     (5)  furnished by a prior employer to a third party without restriction\n          or obligation to maintain the secrecy or the confidentiality of such\n          information; or\n\n     (6)  approved for release by the owner of the \"trade secret\" information.\n\n\nI acknowledge that I have read and understood the above terms and conditions and\nagree to be bound thereby.  In addition, I acknowledge a receipt of a copy of\nthis Agreement.\n\n\n\nDate:  July 7, 1998\n       ------------\n\n\nSignature:  \/s\/ Paul G. Hansen\n            ------------------\n\nName (printed): Paul G. Hansen\n                --------------\n\nMailing Address:  15 Twelve Oaks Drive, Pleasanton, CA 94588\n                  ------------------------------------------\n\nPhone Number:  925-461-8444 or 925-461-0545\n               ----------------------------\n                                        \n\n                                       6\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-39651","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\/39651","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=39651"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39651"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39651"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39651"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}