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EXHIBIT 10.13
EMPLOYMENT AGREEMENT
This Agreement became effective on the first day of July, 2000 between Webridge,
Inc. ("Company"), an Oregon corporation, and Robert Dunne ("Employee"). In
consideration of the mutual promises set forth herein, the parties agreed as
follows:
1. Fixed Term. Company agrees to employ Employee as its Vice President of
Sales for a period of one year from the effective date of this Agreement
unless earlier terminated pursuant to Section 9.
2. Duties. Employee accepts employment with Company on the terms and
conditions set forth in this Agreement and agrees to devote his full time
and attention (reasonable periods of illness excepted) to the performance
of his duties under this Agreement. In general, such duties shall consist
of seeking new sales opportunities, assisting in closing sales and
recruiting and managing the North American sales force. Employee shall
perform such specific additional duties and shall exercise such specific
authority as may be assigned to Employee from time to time by the
Management of Company. Employee further agrees that in all aspects of
such employment Employee shall comply with the policies, standards and
rules of Company established from time to time and shall perform his
duties faithfully, intelligently and to the best of his ability and in
the best interest of Company. The devotion of reasonable periods of time
by Employee for personal purposes or charitable activities shall not be
deemed a breach of this Agreement provided that such purposes or
activities do not materially interfere with the services required to be
rendered to or on behalf of Company.
3. Evaluation and Improved Performance. Company may conduct periodic
evaluations of the performance of Employee. Company may, at its sole
discretion, initiate a plan to improve areas of performance of Employee
that are, in the opinion of Company, insufficient or requiring change.
4. Remuneration.
(a) Base Compensation. Employee shall be paid the base salary of
$200,000 for the term of this Agreement, payable pursuant to
Company's normal payroll practices.
(b) Incentive Compensation. In addition, Employee may be eligible upon
reaching specified sales goals and benchmarks for incentive
compensation as detailed in the Vice President of Sales
Compensation Plan, attached as Exhibit A. Notwithstanding the
terns of the Vice President of Sales Compensation Plan, Employee
is also eligible for the following incentive advances arid
guarantees:
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(i) Subject to the terms of this Agreement, Employee is
guaranteed incentive compensation of at least $100,000 for
the term of the Agreement. Employee shall be entitled to
retain this guaranteed amount regardless of whether he
meets the specified sales goals and benchmarks for the time
period covered by the Agreement. The guaranteed incentive
compensation is payable in monthly installments of
$8,333.34.
(ii) Employee may also be eligible for additional quarterly
advances as detailed in the Vice President of Sales
Compensation Plan, to the extent that they exceed payments
under (i) above.
(iii) If at any point during the term of this Agreement, the
cumulative amounts paid to Employee as guaranteed incentive
and/or additional incentives paid under the Vice President
of Sales Compensation Plan exceed the guaranteed cumulative
monthly installments in section (i), the amount in excess
of the guaranteed payment will be offset against future
installments paid pursuant to section (i). The monthly
guaranteed incentive payments will cease until their
accumulated amount equals the excess incentive already
paid.
(iv) If this Agreement is terminated pursuant to Section 9, the
guaranteed incentive compensation payments will also be
terminated, subject to the severance provisions detailed
therein.
(v) Notwithstanding the terms of the Vice President of Sales
Compensation Plan, if this Agreement is terminated between
January 1, 2001 and June 30, 2001, Employee will not be
eligible for additional incentive compensation, in excess
of guaranteed amounts paid under (i), pursuant to the terms
of the Vice President of Sales Compensation Plan.
5. Employee Benefit Plans. If otherwise eligible, Employee shall have the
right to enroll and participate in any of Company's employee benefit
plans from time to time established by Company for the benefit of its
employees generally. The cost to Employee of these plans shall be
consistent with the terms of the plans. Except as detailed herein, this
Agreement shall have' no affect on any other benefit plans for which
Employee may be eligible.
6. Confidential Information and Non-Disclosure. Employee understands that
during his employment with Company, he will have access to and may
develop confidential information that is a valuable asset to Company.
Such information may include, but is not limited to, customer lists,
marketing data, marketing and distribution techniques, product lists,
product specifications, financial information and other information
related to Company and its customers. Employee will also have access to
confidential
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personnel information such as rates of compensation and performance
evaluations. Employee recognizes Company's trust in giving him access to
this information and will not, during his employment or thereafter, use
or disclose such information for or to any other person, corporation or
entity. The only exceptions to these restrictions are when the use and/or
disclosure occurs in the proper course of Employee's duties for Company
or when Employee has received prior written consent of Company.
7. Nonsolicitation. During the term of this Agreement and for a period of
six (6) months thereafter, Employee will not, directly or indirectly,
solicit, divert or appropriate (or attempt to solicit, divert or
appropriate) to or for himself or any other company or business
organization, any person or entity that was a customer or prospective
customer of Company during such nonsolicitation period. During the term
of this Agreement and for a period of one (1) year thereafter, Employee
will not directly or indirectly solicit, divert or hire away (or attempt
to solicit, divert or hire away) to or for himself or any such other
company or business organization, any employee of Company, whether such
employee is a full-time or temporary employee, whether such employment is
pursuant to a written or oral agreement, and whether such employment is
for a determined period or is at will.
8. Employee's Status. Nothing in this Agreement shall be construed as
constituting a commitment, guarantee, agreement or understanding of any
kind or nature that Company shall continue to employ Employee, or shall
affect in any way the right of Company to terminate the employment of
Employee at any time and for any reason whatsoever, subject to the terms
of this Agreement. Employee acknowledges and agrees that Employee's
employment is at will and that Employee's employment and compensation can
be terminated at any time and for any reason at the option of either
Employee or Company, subject to the terms of this Agreement.
9. Termination by Company without Cause or by Employee. Should either party
terminate this Agreement at will prior to the end of the Term, then:
(a) In the event that Company exercises its right to terminate this
Agreement without just cause at any time during the term of this
Agreement, Employee shall be entitled to receive the following
amount as severance pay if and only if Employee agrees to and
signs a Waiver and Release of all claims: the difference between
$300,000, less applicable withholding, and the amount Employee has
been compensated under this Agreement up to the date of
termination.
(b) If Employee terminates this Agreement during the Term, Company's
obligation to provide compensation to Employee for the balance of
the Term shall cease.
10. Termination by Company for Cause. Notwithstanding any provision contained
herein to the contrary, Company may terminate this Agreement immediately
for cause which
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shall include, but not be limited to, serious acts of dishonesty or moral
turpitude by Employee, material breach of any provision of thus Agreement
or any other conduct by Employee that significantly negatively impacts
Company. Cause shall also include significant failure of Employee to
effectively administer the sales of Company, provided that Company shall
make this determination only after having given Employee full opportunity
for hearing and presentation of all facts and circumstances regarding the
failure to perform. Cause does not include the failure of Employee to
meet established sales goals and benchmarks.
Unless prohibited by applicable law, this Agreement may be terminated if
Employee suffers a permanent disability. For purposes of this Agreement,
"permanent disability" shall be defined as Employee's inability due to
illness, accident or other cause to perform the majority of Employee's
usual duties for a period of three months or more despite reasonable
accommodation by Company. In the event of Employee's death, this
Agreement shall automatically terminate and any interests Employee may
have under the provisions of this Agreement shall be payable to
Employee's estate inclusive of all salary and/or benefits provided herein
as if Employee terminated his employment as provided in Section 9.
11. Amendment. This Agreement may only be amended by further written
agreement executed and delivered by both parties.
12. Waiver. Except as otherwise provided, no waiver or consent by a party of
or to any breach or default by any other party shall be effective unless
evidenced in writing, executed and delivered by the parties so waiving or
consenting, and no waiver or consent effectively given as aforesaid shall
operate as a waiver of or consent to any further or other breach or
default in relation to the same or any other provision of this Agreement.
13. Entire Agreement. This Agreement constitutes the entire understanding of
the parties with regard to all matters addressed herein and supercedes
all previous documents exchanged between the parties.
14. Invalid Provision. The invalidity or unenforceability of any particular
provision of this Agreement shall not affect the other provisions hereof,
and this Agreement shall be construed as if such invalid or unenforceable
provisions were omitted.
15. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Oregon.
16. Nonassignability. This agreement shall not be assignable by either party
without the prior written consent of the other party.
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IN WITNESS WHEREOF, the parties have executed this agreement on the date
below indicated.
DATED this 1st day of August, 2000.
DAVID L. BRINKER
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Webridge, Inc.
By: David L. Brinker
ROBERT DUNNE
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Robert Dunne
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