{"id":40042,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/key-employee-agreement-veritas-software-corp-and-paul-a.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"key-employee-agreement-veritas-software-corp-and-paul-a","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/key-employee-agreement-veritas-software-corp-and-paul-a.html","title":{"rendered":"Key Employee Agreement &#8211; VERITAS Software Corp. and Paul A. Sallaberry"},"content":{"rendered":"<pre>                             KEY EMPLOYEE AGREEMENT\n\n\n        THIS KEY EMPLOYEE AGREEMENT, dated as of the 25th day of April, 1997, is\nby and between VERITAS Software Corporation, a Delaware corporation ('VERITAS\nDELAWARE'), VERITAS Software Corporation, a California corporation ('VERITAS\nCALIFORNIA') (VERITAS Delaware and VERITAS California may be referred to herein\ncollectively as the 'COMPANY') and Paul A. Sallaberry (the 'EMPLOYEE').\n\n\n                                    RECITALS\n\n        A. Employee is employed as an officer of OpenVision Technologies, Inc.\n('OPENVISION');\n\n        B. OpenVision, VERITAS Delaware and VERITAS California have entered into\nan Agreement and Plan of Reorganization dated as of January 13, 1997 (the\n'REORGANIZATION AGREEMENT'), pursuant to which a wholly-owned subsidiary of\nVERITAS Delaware will be merged with and into OpenVision; and\n\n        C. The Company and Employee wish to enter into this Key Employee\nAgreement relating to Employee's contemplated employment with the Company.\n\n        NOW, THEREFORE, IT IS HEREBY AGREED by and between the parties hereto as\nfollows:\n\n        1.     EMPLOYMENT.\n\n               (a) DUTIES. The Company agrees to employ Employee as Vice\nPresident, Sales, of the Company, and Employee agrees to perform such reasonable\nresponsibilities and duties as may be required of him by the Company. During the\nEmployment Term (as defined in subsection (b) below), Employee shall carry out\nhis duties and responsibilities hereunder in a diligent and competent manner and\nshall devote his full business time, attention and energy thereto.\n\n               (b) TERM. The term of Employee's employment under this Agreement\n(the 'EMPLOYMENT TERM') shall commence on the Effective Time (as defined in the\nReorganization Agreement) and shall terminate on the first anniversary of the\nEffective Time (the 'FIRST ANNIVERSARY'). At the end of the Employment Term,\nEmployee's employment with the Company shall become 'at-will,' as defined under\napplicable law.\n\n               (c) PLACE OF EMPLOYMENT. During the Employment Term, Employee\nshall render his services at the principal executive offices of the Company.\nEmployee shall do such traveling as shall be reasonably necessary in connection\nwith his duties and responsibilities hereunder; provided, however, that Employee\nshall be reimbursed for all reasonable expenses.\n\n        2.     COMPENSATION AND BENEFITS.\n\n               (a) BASE COMPENSATION. The Company shall pay Employee as\ncompensation for his services a base salary at the annualized rate of $170,000,\nalong with such\n\n\n\n\n\nperformance bonus amounts as the Chief Executive Officer or Board of Directors\nof the Company (the 'BOARD') shall authorize, in its discretion, from time to\ntime. Employee shall also receive compensation under a commission plan no less\nfavorable than the OpenVision plan under which Employee operates immediately\nprior to the closing of the Reorganization Agreement. Such salary shall be\nreviewed at least annually and shall be increased from time to time subject to\naccomplishment of such performance and contribution goals and objectives as may\nbe established from time to time by the Board. Such salary shall be subject to\napplicable tax withholding and shall be paid periodically in accordance with\nnormal Company payroll practices. The annual compensation (excluding bonus and\ncommission amounts) specified in this Section 2(a), together with any increases\nin such compensation that the Board may grant from time to time, is referred to\nin this Agreement as 'BASE COMPENSATION.'\n\n               (b) EMPLOYEE BENEFITS. Employee shall be eligible to participate\nin Employee benefit plans and executive compensation programs maintained by the\nCompany applicable to other key executives of the Company, including (without\nlimitation) retirement plans, savings or profit-sharing plans, deferred\ncompensation plans, supplemental retirement or excess-benefit plans, stock\noption, incentive or other bonus plans, life, disability, health, accident and\nother insurance programs, paid vacations, and similar plans or programs, subject\nin each case to the generally applicable terms and conditions of the plan or\nprogram in question and to the determination of any committee administering such\nplan or program.\n\n        3.     SEVERANCE PAYMENTS.\n\n               (a) TERMINATION PRIOR TO FIRST ANNIVERSARY. If, prior to the\nFirst Anniversary, Employee's employment terminates as a result of an\nInvoluntary Termination, then Employee shall receive the following severance\nbenefits from the Company:\n\n                      (i)    SEVERANCE PAYMENT.  A cash payment in an amount\nequal to the sum of (A) fifty percent (50%) of Employee's Base Compensation, (B)\nany unpaid quarterly bonuses earned by Employee in a previous quarter; (C) 50%\nof Employee's on-target bonus for the year in which such termination occurs and\n(D) 50% of the commission amounts earned by Employee with either OpenVision or\nthe Company in the twelve calendar months preceding the month of termination;\n\n                      (ii)   CONTINUED EMPLOYEE  BENEFITS.   Health, dental\nand life insurance coverage at the same level of coverage and with the same\npercentage of Company-paid coverage as was provided to Employee immediately\nprior to the Involuntary Termination (the 'COMPANY-PAID COVERAGE'). If such\ncoverage included Employee's dependents immediately prior to the Involuntary\nTermination, such dependents shall also be covered at Company expense.\nCompany-Paid Coverage shall continue until the earlier of (i) six months from\nthe date of termination or (ii) the date that Employee and his dependents become\ncovered under another employer's group health, dental or life insurance plans\nthat provide Employee and his dependents with comparable benefits and levels of\ncoverage. For purposes of Title X of the Consolidated Budget Reconciliation Act\nof 1985 ('COBRA'), the date of the 'qualifying event' for Employee and his\ndependents shall be the date upon which the Company-Paid Coverage terminates;\nand\n\n                      (iii)  CONSULTING RELATIONSHIP.   The  Company  agrees  to\nretain Employee as a consultant to the Company for the period commencing with\nthe date of the\n\n\n\n                                       2\n\n\nInvoluntary Termination and ending six months thereafter (the 'CONSULTING\nPERIOD'). During the Consulting Period, Employee shall report to the president\nof the Company and shall be available to perform consulting services for the\nCompany; provided, however, that the Company shall not require Employee to\nperform services for more than thirty-two (32) hours in any one month during the\nConsulting Period. All stock options and restricted stock held by Employee shall\ncontinue to vest through the Consulting Period, and all such stock options shall\nremain exercisable for three months following the Consulting Period. Any\nincentive stock options held by Employee shall automatically convert into\nnonstatutory stock options three months and one day following the date of the\nInvoluntary Termination, to the extent required by law.\n\n                      (iv)   OTHER TERMINATION.  In the event:  (i) Employee's\nemployment terminates by reason of Employee's voluntary resignation not\nresulting from an Involuntary Termination; or (ii) the Company terminates\nEmployee's employment after the First Anniversary; Employee shall not be\nentitled to receive any severance under Section 3(a) hereof or any other\nbenefits except for those (if any) as may then be established under the\nCompany's then-existing severance and benefits plans and policies at the time of\nsuch termination.\n\n        4.     DEFINITIONS.  As used herein, the term\n\n               (a) INVOLUNTARY TERMINATION. 'INVOLUNTARY TERMINATION' shall mean\n(i) without Employee's express written consent, the significant reduction of\nEmployee's duties, authority or responsibilities, relative to Employee's duties,\nauthority or responsibilities as in effect immediately prior to such reduction,\nor the assignment to Employee of such reduced duties, authority or\nresponsibilities; (ii) without Employee's express written consent, a substantial\nreduction, without good business reasons, of the facilities and perquisites\n(including office space and location) available to Employee immediately prior to\nsuch reduction; (iii) a reduction by the Company in the base salary of Employee\nas in effect immediately prior to such reduction; (iv) a material reduction by\nthe Company in the kind or level of employee benefits, including bonuses, to\nwhich Employee was entitled immediately prior to such reduction with the result\nthat Employee's overall benefits package is significantly reduced; (v) the\nrelocation of Employee to a facility or a location more than fifty (50) miles\nfrom Employee's then present location, without Employee's express written\nconsent; (vi) any purported termination of Employee by the Company; (vii) the\nfailure of the Company to obtain the assumption of this agreement by any\nsuccessors contemplated in Section 6(a) below; or (viii) any act or set of facts\nor circumstances that would, under California case law or statute, constitute a\nconstructive termination of Employee.\n\n        5. NOTICES. Any notice, report or other communication required or\npermitted to be given hereunder shall be in writing to both parties and shall be\ndeemed given on the date of delivery, if delivered, or three days after mailing,\nif mailed first-class mail, postage prepaid, (i) if to Employee, at the home\naddress that he most recently communicated to the Company in writing; and (ii)\nif to the Company, at the Company's principal executive offices to the Chief\nExecutive Officer's attention; or (iii) to such other address as any party\nhereto may designate by notice given as herein provided.\n\n        6.     SUCCESSORS.\n\n               (a) COMPANY'S SUCCESSORS. Any successor to the Company (whether\ndirect or indirect and whether by purchase, merger, consolidation, liquidation\nor otherwise) to all or\n\n\n\n                                       3\n\n\nsubstantially all of the Company's business and\/or assets shall assume the\nobligations under this Agreement and agree expressly to perform the obligations\nunder this Agreement in the same manner and to the same extent as the Company\nwould be required to perform such obligations in the absence of a succession.\nFor all purposes under this Agreement, the term 'COMPANY' shall include any\nsuccessor to the Company's business and\/or assets which executes and delivers\nthe assumption agreement described in this Section 6(a) or which becomes bound\nby the terms of this Agreement by operation of law.\n\n               (b) EMPLOYEE'S SUCCESSORS. The terms of this Agreement and all\nrights of Employee hereunder shall inure to the benefit of, and be enforceable\nby, Employee's personal or legal representatives, executors, administrators,\nsuccessors, heirs, distributees, devisees and legatees.\n\n        7. GOVERNING LAW. The validity, interpretation, construction and\nperformance of this Agreement shall be governed by the laws of the State of\nCalifornia as applied to agreements entered into and performed within California\nsolely by residents of that state.\n\n        8. NO DUTY TO MITIGATE. Employee shall not be required to mitigate the\namount of any payment contemplated by this Agreement, nor shall any such payment\nbe reduced by any earnings that Employee may receive from any other source.\n\n        9. SEPARABILITY. In the event that any provision or provisions of this\nAgreement is held to be invalid or unenforceable by any court of law or\notherwise, the remaining provisions of this Agreement shall nevertheless\ncontinue to be valid and enforceable as though the invalid or unenforceable\nparts had not been included therein.\n\n        10. ENTIRE AGREEMENT. This Agreement represents the entire agreement and\nunderstanding between the parties as to the subject matter hereof and supersedes\nall prior or contemporaneous agreements whether written or oral. No waiver,\nalteration or modification of any of the provisions of this Agreement shall be\nbinding unless in writing and signed by duly authorized representatives of the\nparties hereto.\n\n        11. AMENDMENTS. This Agreement shall not be changed or modified in whole\nor in part except by an instrument in writing signed by each party hereto.\n\n        12. MERGER. In the event of a termination of the Reorganization\nAgreement pursuant to Section 9 thereof, the parties' obligations hereunder\nshall terminate effective as of the effective date of the termination of the\nReorganization Agreement.\n\n        13. ATTORNEY FEES, COSTS AND EXPENSE. The Company shall promptly\nreimburse Employee, on a monthly basis, for the reasonable attorney fees, costs\nand expenses incurred by Employee in connection with any action brought by\nEmployee to enforce his rights hereunder. In the event Employee is not the\nprevailing party, determined without regard to whether or not the action results\nin a final judgment, Employee shall repay such reimbursements.\n\n        14. COUNTERPARTS. This Agreement may be executed in several\ncounterparts, each of which shall be an original, but all of which together\nshall constitute one and the same agreement.\n\n\n\n                                       4\n\n\n        15. EFFECT OF HEADINGS. The section headings herein are for convenience\nonly and shall not affect the construction or interpretation of this Agreement.\n\n        IN WITNESS WHEREOF, the parties hereto have executed this Key Employee\nAgreement as of the date first written above.\n\n\n                                          VERITAS SOFTWARE CORPORATION,\n                                          A DELAWARE CORPORATION\n\n\n\n                                          \/s\/ Mark Leslie\n                                          --------------------------------------\n                                          Signature of Authorized Signatory\n\n\n                                          --------------------------------------\n                                          Print Name and Title\n\n\n                                          VERITAS SOFTWARE CORPORATION,\n                                          A CALIFORNIA CORPORATION\n\n\n\n                                          \/s\/ Mark Leslie\n                                          --------------------------------------\n                                          Signature of Authorized Signatory\n\n\n                                          --------------------------------------\n                                          Print Name and Title\n\n\n\n                                          EMPLOYEE:\n\n\n\n                                          \/s\/ Paul Sallaberry\n                                          --------------------------------------\n                                          Paul A. Sallaberry\n\n\n\n                                       5\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9244],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9544],"class_list":["post-40042","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-veritas-software-corp","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\/40042","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=40042"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40042"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40042"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40042"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}