<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
TenFold Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
<PAGE>
- --------------------------------------------------------------------------------
[LOGO OF TENFOLD]
Notice of 2000 Annual
Stockholders Meeting
and Proxy Statement
TenFold Corporation
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
[Logo of TenFold]
, 2000
Dear fellow stockholders:
We cordially invite you to attend our 2000 Annual Meeting of Stockholders. We
will hold the meeting on Thursday, July 20, 2000, at 10:30 a.m. local time at
the Hotel Monaco in Salt Lake City, Utah.
At the meeting, we will elect three directors and ratify our independent
auditors. The Board recommends that you vote FOR the nominees for directors and
FOR ratification of the appointment of independent auditors. We will also
report on our performance in 1999 and answer your questions.
We look forward to seeing you at the meeting.
Sincerely,
/s/ Gary D. Kennedy
Gary D. Kennedy
President & Chief Executive Officer
- --------------------------------------------------------------------------------
Page 3
<PAGE>
- --------------------------------------------------------------------------------
Table of Contents
<TABLE>
<S> <C>
Notice of 2000 Annual Meeting of Stockholders............................... 4
Questions & Answers......................................................... 5
Proposals To Be Voted On.................................................... 8
The Board of Directors...................................................... 8
Board and Committee Meetings................................................ 10
Director Compensation....................................................... 11
Common Stock Ownership of Certain Beneficial Owners and Management.......... 11
Stock Performance Graph..................................................... 14
Executive Compensation...................................................... 15
Report of the Compensation Committee of the Board of Directors.............. 15
Employment and Severance Agreements......................................... 17
Summary Compensation Table.................................................. 18
Option Grants............................................................... 19
Options Exercised........................................................... 20
Certain Transactions........................................................ 20
Section 16(a) Beneficial Ownership Reporting Compliance..................... 21
Stockholder Proposals for the 2000 Annual Meeting........................... 21
Requests for Form 10-K...................................................... 21
Other Matters............................................................... 21
</TABLE>
- --------------------------------------------------------------------------------
Page 2
<PAGE>
- --------------------------------------------------------------------------------
TenFold Corporation
Notice of 2000 Annual Meeting of Stockholders
The 2000 Annual Meeting of Stockholders of TenFold Corporation will be held on
Thursday, July 20, 2000 at 10:30 a.m. local time at the Hotel Monaco located at
15 West 200 South, Salt Lake City, Utah 84010 for the following purposes:
1. To elect three directors to serve until TenFold's 2002 Annual Meeting
of Stockholders,
2. To ratify the appointment of KPMG LLP as TenFold's independent auditors
for the fiscal year ending December 31, 2000,
3. To transact other business properly coming before the meeting.
Stockholders owning Common Stock of TenFold Corporation at the close of
business on June 15, 2000 are entitled to notice of and to vote at the meeting.
A complete list of these stockholders will be available at our principal
executive offices at 180 West Election Road, Draper, Utah, 84020, before the
meeting.
All stockholders are cordially invited to attend the Annual Meeting in person.
However, whether or not you expect to attend the Annual Meeting in person, you
are urged to mark, date, sign and return the enclosed proxy card as promptly as
possible in the postage-prepaid envelope provided to ensure your representation
and the presence of a quorum at the Annual Meeting. If you send in your proxy
card and then decide to attend the Annual Meeting to vote your shares in
person, you may still do so. Your proxy is revocable in accordance with the
procedures set forth in the Proxy Statement.
By Order of the Board of Directors,
/s/ Donald M. Keller
Donald M. Keller
Corporate Secretary
, 2000
Menlo Park, California
- --------------------------------------------------------------------------------
Page 4
<PAGE>
- --------------------------------------------------------------------------------
TenFold Corporation Proxy Statement
For the Annual Meeting to be Held July 20, 2000
Solicitation of Proxies and Record Date
Our Board of Directors is soliciting proxies for the 2000 Annual Meeting of
Stockholders. This Proxy Statement contains important information for you to
consider when deciding how to vote on the matters brought before the Annual
Meeting. Please read it carefully.
The Board set June 15, 2000 as the record date for the Annual Meeting.
Stockholders who own Common Stock of TenFold on that date are entitled to
notice of and to vote at the Annual Meeting, with each share entitled to one
vote. There were approximately 35,311,643 shares of Common Stock of TenFold
outstanding on March 31, 2000.
We will mail voting materials, which include this Proxy Statement, a proxy card
and TenFold's 1999 Annual Report, to our stockholders on or about June 20,
2000. You should not consider any of these voting materials to be materials for
soliciting the purchase or sale of stock of TenFold.
In this Proxy Statement:
. "Annual Meeting" or "Meeting" means the 2000 Annual Meeting of
Stockholders of TenFold Corporation;
. "Board of Directors" or "Board" means the Board of Directors of TenFold
Corporation;
. "SEC" means the Securities and Exchange Commission; and
. "We," the "Company," and "TenFold" mean TenFold Corporation.
Questions & Answers
Q: When and where is the Annual Meeting?
A: TenFold's Annual Meeting of Stockholders is being held on Thursday, July
20, 2000 at 10:30 a.m. local time at the Hotel Monaco located at 15 West
200 South, Salt Lake City, Utah 84010 (Tel: 801-595-0000, Fax: 801-531-
8500)
Q: Do I need a ticket to attend the Annual Meeting?
A: No, you will not need a ticket to attend, but you may be requested to show
identification.
Q: Why am I receiving this Proxy Statement and a proxy card?
A: You are receiving this Proxy Statement and a proxy card from us because you
owned shares of common stock of TenFold on June 15, 2000, the record date.
This Proxy Statement describes issues on which we would like you, as a
stockholder, to vote. It also gives you information on these issues so that
you can make an informed decision.
When you sign the proxy card, you appoint Gary D. Kennedy and Robert P.
Hughes as your representatives at the Annual Meeting. Mr. Kennedy and Mr.
Hughes will vote your shares, as you have instructed them on the proxy
card, at the Meeting. This way, your shares will be voted whether or not
you attend the Meeting. Even if you plan to attend the Meeting, it is a
good idea to complete, sign, and return your proxy card in advance of the
Meeting just in case your plans change. You can always vote in person at
the Meeting, even if you have already sent in your proxy card.
If an issue comes up for a vote at the Meeting that is not on the proxy
card, Mr. Kennedy and Mr. Hughes will vote your shares, under your proxy,
in accordance with their best judgment.
- --------------------------------------------------------------------------------
Page 5
<PAGE>
- --------------------------------------------------------------------------------
Q: What am I voting on?
A: You are being asked to vote on:
. the election of three nominees to serve on our Board of Directors until
our 2002 Annual Meeting of Stockholders (Robert W. Felton, Ralph W.
Hardy, Jr., and Gary D. Kennedy); and
. the ratification of the appointment of KPMG LLP as our independent
auditors for the fiscal year ending December 31, 2000.
Q: How do I vote?
A: There are two ways you may vote (please also see detailed instructions on
your proxy card):
. Mail in your completed, signed, and dated proxy card.
If you return a signed card but do not provide voting instructions, your
shares will be voted FOR the three named nominees and FOR ratification of
the auditors.
OR
. Vote in person by attending our Annual Meeting.
We will pass out written ballots to anyone who wants to vote at the
Meeting. If you hold your shares in street name, you must request a legal
proxy from your stockbroker in order to vote at the Meeting. Holding shares
in "street name" means your TenFold shares are held in an account at a
brokerage firm and the stock certificates and record ownership are not in
your name.
Q: What does it mean if I receive more than one proxy card?
A: It means that you have multiple accounts at the transfer agent or with
stockbrokers. Please sign and return all proxy cards to ensure that all
your shares are voted.
Q: What if I change my mind after I return my proxy card?
A: You may revoke your proxy (cancel it) and change your vote at any time
prior to the voting at the Annual Meeting by written notice to TenFold's
Corporate Secretary.
You may also do this by:
. Signing another proxy card with a later date, or
. Voting in person at the Meeting.
Q: Will my shares be voted if I do not sign and return my proxy card?
A: If your shares are held in street name, your brokerage firm may either vote
your shares on "routine matters" (such as election of directors and
ratification of independent auditors) or leave your shares un-voted. Your
brokerage firm may not vote on "non-routine matters" such as a proposal
submitted by a stockholder.
We encourage you to provide instructions to your brokerage firm by
completing the proxy that they send to you. This ensures your shares will
be voted at the Meeting.
Q: How are abstentions counted?
A: Abstentions are counted as shares that are present and entitled to vote for
purposes of determining the presence of a quorum and as votes AGAINST for
purposes of determining the approval of any matter submitted to the
stockholders for a vote.
- --------------------------------------------------------------------------------
Page 6
<PAGE>
- --------------------------------------------------------------------------------
Q: What is a "broker non-vote?"
A: Under the rules that govern brokers who have record ownership of shares
that are held in "street name" for their clients, who are the beneficial
owners of the shares, brokers have the discretion to vote such shares on
routine matters (such as the election of directors and the ratification of
independent auditors), but not on non-routine matters (such as a proposal
submitted by a stockholder). If the proposals to be acted upon at the
Meeting include both routine and non-routine matters, the broker may turn
in a proxy card for uninstructed shares that votes "FOR" the routine
matters, but expressly states that the broker is NOT voting on non-routine
matters. The vote with respect to the stockholder proposal in this case is
known as a "broker non-vote."
Q: How are broker non-votes counted?
A: Broker non-votes will be counted for the purpose of determining the
presence or absence of a quorum, but will not be counted for the purpose of
determining the number of votes cast.
Q: What is a "quorum"?
A: A "quorum" is the number of shares that must be present, in person or by
proxy, in order for business to be transacted at the Meeting. The required
quorum for the Annual Meeting is a majority of the shares outstanding on
June 15, 2000, the record date. All completed and signed proxy cards,
regardless of the manner voted, will be counted toward the quorum.
Q: How many shares are outstanding and how many votes can they cast?
A: As of March 31, 2000, approximately 35,311,643 shares of Common Stock were
outstanding. Each outstanding share of Common Stock entitles the holder to
one vote on all matters covered in this Proxy Statement.
Q: What is the required vote for a proposal to pass?
A: Assuming a quorum is present, the three nominees for election as directors
at the Annual Meeting receiving the highest number of affirmative votes of
shares present in person or represented by proxy at the Meeting will be
elected as directors of TenFold. The ratification of the independent
auditors will require the affirmative vote of a majority of shares present
in person or represented by proxy at the Meeting.
Q: Where do I find the voting results of the Annual Meeting?
A: We will announce preliminary voting results at the Meeting. We will publish
the final results in our quarterly report on Form 10-Q for the third
quarter of 2000. We will file that report with the Securities and Exchange
Commission, and you can obtain a copy by contacting our Investor Relations
Department at (801) 495-1010 or the Securities and Exchange Commission
(call (800) SEC-0330 for the location of the nearest public reference
room), or on the Internet through the EDGAR system at www.sec.gov.
Q: Who is soliciting my vote?
A: TenFold is soliciting your proxy to vote your shares at the Annual Meeting.
In addition to this solicitation by mail, proxies may be solicited by our
directors, officers, and other employees by telephone, Internet, in person,
or otherwise. Such person will not receive any additional compensation for
assisting in the solicitation. We will also request brokerage firms,
nominees, custodians and fiduciaries to forward proxy materials to the
beneficial owners. We will reimburse such persons and TenFold's transfer
agent for their reasonable out-of-pocket expenses in forwarding such
material. We have not retained the services of a proxy solicitor.
Q: Where are the Company's principal executive offices located?
A: TenFold's principal executive offices are located at 180 West Election
Road, Draper, Utah 84020 (Tel 801-495-1010, Fax 801-495-0353).
- --------------------------------------------------------------------------------
Page 7
<PAGE>
- --------------------------------------------------------------------------------
Proposals To Be Voted On
1. Election of Directors
Under TenFold's Certificate of Incorporation, the Board of Directors is divided
into two classes, with staggered two-year terms. The Class I directors, whose
terms expire at the Annual Meeting, are Robert W. Felton, Ralph W. Hardy, Jr.
and Gary D. Kennedy, and the Class II directors, whose terms expire at
TenFold's 2001 Annual Meeting of Stockholders, are H. Raymond Bingham, Jeffrey
L. Walker and Kay R. Whitmore. Stockholders elect only one class of directors
at each annual meeting, with the other class continuing for the remainder of
its respective two-year term. The Class I directors are nominees for re-
election at the Annual Meeting. Each has consented to serve an additional two-
year term.
The board recommends a vote FOR Messrs. Felton, Hardy, and Kennedy.
2. Ratification of Appointment of Independent Auditors
KPMG LLP has served as the Company's independent auditors since 1998 and has
been appointed by the Board of Directors to continue as TenFold's independent
auditors for the fiscal year ending December 31, 2000. In the event that
ratification of this selection of auditors is not approved by a majority of the
shares of Common Stock voting at the Annual Meeting in person or by proxy, the
Board will reconsider its selection of auditors.
A representative of KPMG LLP is expected to be present at the Annual Meeting.
This representative will have an opportunity to make a statement and will be
available to respond to appropriate questions.
The board recommends a vote FOR ratification of the appointment of KPMG LLP as
independent auditors of TenFold for the fiscal year ending December 31, 2000.
3. Other Business
The Board knows of no other business for consideration at the Meeting. If other
matters are properly presented at the Meeting, or at any adjournment or
postponement of the Meeting, Gary D. Kennedy and Robert P. Hughes will vote, or
otherwise act, on your behalf in accordance with their judgment on such
matters.
The Board of Directors
The names of the Class I directors, each of whom is a nominee for director,
their ages as of March 31, 2000, and certain other information about them are
set forth below:
<TABLE>
<CAPTION>
Director
Name of Director Age Position with TenFold Since
---------------------------------------------------------------------------------
<S> <C> <C> <C>
Gary D. Kennedy 46 President, Chief Executive 1996
Officer and Director
---------------------------------------------------------------------------------
Robert W. Felton 61 Director 1997
---------------------------------------------------------------------------------
Ralph W. Hardy, Jr. 59 Director 1998
</TABLE>
- --------------------------------------------------------------------------------
Page 8
<PAGE>
- --------------------------------------------------------------------------------
Gary D. Kennedy joined TenFold in September 1996 as its President and Chief
Executive Officer. Prior to joining TenFold, from 1993 to 1996, Mr. Kennedy
served a three-year mission in Brazil for The Church of Jesus Christ of Latter-
day Saints. From 1990 to 1993, except during periods of personal illness, he
served as President, Chief Executive Officer, and Chairman of PRC Incorporated,
a systems integrator company and wholly owned subsidiary of Black & Decker, an
appliance and tool company. Prior to joining PRC Incorporated, Mr. Kennedy
served in various sales and management positions at Oracle Corporation, a
database software company, from 1982 until 1990, including President of Oracle
USA during 1990. Prior to joining Oracle, Mr. Kennedy served as Marketing
Manager for Intel Corporation, a semiconductor company. Mr. Kennedy holds a BA
in finance from the University of Utah and an MBA from Northwestern University,
Kellogg Graduate School of Management.
Robert W. Felton has served as a member of TenFold's Board of Directors since
March 1997. Mr. Felton was the founder and has served as a member of the board
of directors of Indus International, Inc., a software applications company,
since its inception in 1988. From 1988 to January 1999, Mr. Felton served as
Indus's Chairman, President, and Chief Executive Officer. Mr. Felton holds a BS
in mechanical engineering from Cornell University and an MS in nuclear
engineering from the University of Washington.
Ralph W. Hardy, Jr., has served as a member of TenFold's board of directors
since February 1998. Mr. Hardy is a principal of First Media TF Holdings, LLC,
a stockholder of TenFold, and is the principal operating officer, director, and
a stockholder of First Media Corporation, a company which, directly or through
its subsidiaries, holds investments in broadcasting, telecommunications, and
software companies, as well as in the five publicly-traded Marriott companies,
and which is the ultimate parent of First Media TF Holdings, LLC. First Media
Corporation is substantially owned by the Richard E. Marriott family of
Washington, D.C. Mr. Hardy has served as a member of the law firm of Dow,
Lohnes & Albertson PLLC since 1974. Mr. Hardy holds a BS in political science
from the University of Utah and a JD from the University of California at
Berkeley School of Law (Boalt Hall).
The names of the Class II directors, their ages as of March 31, 2000, and
certain other information about them are set forth below:
<TABLE>
<CAPTION>
Director
Name of Director Age Position with TenFold Since
-----------------------------------------------------------------------------------
<S> <C> <C> <C>
Jeffrey L. Walker 57 Chairman, Executive Vice 1993
President, and Chief
Technology Officer
-----------------------------------------------------------------------------------
H. Raymond Bingham 54 Director 1999
-----------------------------------------------------------------------------------
Kay R. Whitmore 67 Director 1998
</TABLE>
Jeffrey L. Walker founded TenFold in February 1993 and has served as its
Chairman, Executive Vice President, and Chief Technology Officer since October
1996. From TenFold's inception to October 1996, Mr. Walker served as TenFold's
Chairman, President, Chief Executive Officer, and Chief Technology Officer.
Prior to founding TenFold, from 1991 to 1993, Mr. Walker was an independent
consultant. From 1985 to 1991, Mr. Walker held several management positions at
Oracle Corporation, including Executive Vice President from 1987 to 1991,
General Manager Applications Division from 1985 to 1991, Chief Financial
Officer from 1987 to 1991, and Senior Vice President of Marketing during 1986.
Prior to joining Oracle, Mr. Walker founded and served as Chief Executive
Officer of Walker Interactive Products, an application software company, from
1980 to 1985. Mr. Walker holds a BA in mathematics from Brown University.
- --------------------------------------------------------------------------------
Page 9
<PAGE>
- --------------------------------------------------------------------------------
H. Raymond Bingham has served as a member of TenFold's Board of Directors since
March 1999. Mr. Bingham has served as the President and Chief Executive officer
of Cadence Design Systems, a leading provider of electronic design automation
systems and services, since April 1999, and served as Executive Vice President
and Chief Financial Officer of Cadence from 1993 to 1999. Mr. Bingham has
served as a director of Cadence since 1997. Before joining Cadence, from 1985
to 1993, Bingham was the Executive Vice President, Chief Financial Officer, and
was responsible for corporate development at Red Lion Hotels and Inns. Mr.
Bingham currently serves as Chairman of the Board of Integrated Measurement
Systems, a hardware and software company. He also serves on the boards of
Legato Systems, Inc., a network storage management software company, and Onyx
Software Corporation, an enterprise relationship management software company.
Mr. Bingham holds a BA in economics from Weber State University and an MBA from
the Harvard University Graduate School of Business.
Kay R. Whitmore has served as a member of TenFold's board of directors since
February 1998. Mr. Whitmore served in various senior management capacities at
Eastman Kodak, a consumer and commercial imaging products company, including
Chairman, President, and Chief Executive Officer from 1990 to 1993, and
President from 1983 to 1993. Mr. Whitmore is presently retired. Mr. Whitmore
holds a BS in chemistry from the University of Utah and an MS in management
science from the Sloan School of Management, Massachusetts Institute of
Technology.
There are no family relationships among any of the directors or executive
officers of TenFold.
Board and Committee Meetings
The Board of Directors has an Audit Committee and a Compensation Committee, the
functions of which are described in the table below. The Board held four
regular meetings and one special meeting in 1999, the Audit Committee held
three regular meetings in 1999 and the Compensation Committee held one regular
meeting in 1999. Each director attended all Board and applicable committee
meetings during 1999. The Board does not have a nominating committee or a
committee serving a similar function.
<TABLE>
<CAPTION>
Name of Committee and Functions of the Committee
Members
- ------------------------------------------------------------------------------
<C> <S>
Audit . Confers with independent accountants regarding scope
of examinations.
. H. Raymond Bingham . Reviews reports of independent accountants and
internal auditors.
. Kay R. Whitmore . Reviews recommendations about internal controls.
. Recommends selection of independent accountants to
the Board.
- ------------------------------------------------------------------------------
Compensation . Determines the compensation of the Chief Executive
Officer
. Robert W. Felton . Reviews and approves senior management compensation
. Ralph W. Hardy, Jr. plans and stock grants, and establishes performance
goals.
. Reviews and approves proposed stock option plan
changes.
. Certifies the completion of performance goals for
senior management.
. Approves compensation and stock grants intended to
qualify as performance-based compensation under Code
Section 162(m).
. Reports results of each meeting to the Board of
Directors.
. Acts as the Compensation Committee for subsidiaries
before they become publicly traded entities.
</TABLE>
- --------------------------------------------------------------------------------
Page 10
<PAGE>
- --------------------------------------------------------------------------------
Director Compensation
We do not pay directors who are also officers of TenFold additional
compensation for their service as directors except for reimbursement of
reasonable travel expenses relating to attendance at board and committee
meetings. In 1999, compensation for non-employee directors included the
following:
. $2,000 for each board meeting attended,
. $2,000 for each board committee meeting attended if not on the same day
as a board meeting, in which case no additional compensation is paid.
. expenses of attending board and committee meetings.
Non-employee directors may participate in TenFold's stock plans. In 1999
TenFold granted the following options to non-employee directors:
<TABLE>
<CAPTION>
Director Grant Date Options Price per share
-------------------------------------------------------------------------------------
<S> <C> <C> <C>
H. Raymond Bingham 3-30-99 40,000 $12.60
-------------------------------------------------------------------------------------
Kay R. Whitmore 3-30-99 15,000 $12.60
-------------------------------------------------------------------------------------
Robert W. Felton 11-30-99 40,000 $30.13
</TABLE>
All option grants to non-employee directors were at fair market value. For
options issued before TenFold's initial public offering in May 1999, "fair
market value" is defined as the price per share as determined by TenFold's
Board of Directors. For options issued after the initial public offering, "fair
market value" is defined as the closing price of TenFold's stock on the date
the option is granted. These options have a ten-year term and become
exercisable in installments as to 20% per year so that they will be fully
vested five years from the date of grant if the director continues to serve on
the TenFold board for that time.
Compensation Committee Interlocks and Insider Participation
During 1999, Robert W. Felton and Ralph W. Hardy, Jr. (both non-employee
directors) serviced as the sole members of the Compensation Committee. In
addition, Gary D. Kennedy (President & CEO) performed compensation committee
functions as to non-executive and non-officer employees.
No member of the TenFold Board of Directors who performed Compensation
Committee functions has a relationship that would constitute an interlocking
relationship with executive officers or directors of another entity.
Common Stock Ownership of Certain Beneficial Owners and Management
The following table sets forth information that has been provided to TenFold
with respect to beneficial ownership of shares of the TenFold's Common Stock as
of March 31, 2000 for (i) each person who is known by TenFold to own
beneficially more than five percent of the outstanding shares of Common Stock,
(ii) each director of TenFold, (iii) each of the executive officers named in
the Summary Compensation Table of this Proxy Statement, and (iv) all directors
and executive officers of TenFold as a group.
- --------------------------------------------------------------------------------
Page 11
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Amount and
Nature
Of Percent of
Beneficial Common
Name and Address (1) Ownership(2) Stock (3)
- ----------------------------------------------------------------------------
<S> <C> <C>
Jeffrey L. & Cassandra M. Walker 13,829,800 39.2%
- ----------------------------------------------------------------------------
Gary D. Kennedy (4) 4,341,795 12.3%
- ----------------------------------------------------------------------------
Walker Children's Trust (5) 3,869,800 11.0%
- ----------------------------------------------------------------------------
Ralph W. Hardy, Jr. (6) 3,344,330 9.5%
c/o First Media TF Holdings, LLC
11400 Skipwith Lane
Potomac, MD 20854
- ----------------------------------------------------------------------------
First Media TF Holdings, LLC 3,340,330 9.5%
11400 Skipwith Lane
Potomac, MD 20854
- ----------------------------------------------------------------------------
William M. Conroy 179,353 *
- ----------------------------------------------------------------------------
Robert P. Hughes (7) 121,199 *
- ----------------------------------------------------------------------------
Bernard C. Mazon (8) 71,960 *
- ----------------------------------------------------------------------------
Glen D. Mella (9) 61,296 *
- ----------------------------------------------------------------------------
H. Raymond Bingham (10) 50,000 *
- ----------------------------------------------------------------------------
Robert W. Felton (11) 10,000 *
- ----------------------------------------------------------------------------
Kay R. Whitmore (12) 21,000 *
- ----------------------------------------------------------------------------
All directors and executive officers as a group (11
persons) (13) 22,035,733 62.4%
</TABLE>
- --------
* Less than one percent of the outstanding shares of TenFold Common Stock.
(1) Unless otherwise indicated, the address of each of the persons and
entities listed in the table is the address of TenFold's principal
executive offices, which is 180 West Election Road, Draper, Utah 84020.
(2) The persons named in this table have sole voting and investment power with
respect to all shares of Common Stock shown as beneficially owned by them,
subject to community property laws where applicable and except as
indicated in the other footnotes to this table.
(3) Based on 35,311,643 shares of Common Stock outstanding as of March 31,
2000. In computing the number of shares beneficially owned by a person and
the percentage ownership of that person, shares of Common Stock subject to
options held by that person that are currently exercisable or exercisable
on or before May 30, 2000 are deemed outstanding. Such shares, however,
are not deemed outstanding for the purpose of computing the percentage
ownership of any other person.
(4) Includes 127,844 shares owned by a limited liability company in which Mr.
Kennedy is a co-managing member and as such exercises shared voting and
investment power with respect to the shares. Mr. Kennedy disclaims
beneficial ownership of the shares held by the limited liability company,
except to the extent of his pecuniary interests in such shares. Also
includes 906,021 shares of restricted stock that is subject to a vesting
schedule, forfeiture risk, and other restrictions.
(5) The Walker Children's Trust is an irrevocable trust in which Mr. Walker,
Mr. Walker's wife and Paul M. Ginsburg are co-trustees. Mr. Ginsburg has
sole voting and investment power with respect to the shares of TenFold
held by the trust.
- --------------------------------------------------------------------------------
Page 12
<PAGE>
- --------------------------------------------------------------------------------
(6) Includes 3,340,330 shares held by First Media TF Holdings, LLC, a wholly
owned subsidiary of First Media Corporation. Mr. Hardy is a principal of
First Media TF Holdings, LLC and an officer, director, and stockholder of
First Media Corporation. Mr. Hardy disclaims beneficial ownership of the
shares held by First Media TF Holdings, LLC except to the extent of his
pecuniary interest in such shares.
(7) Includes 40,000 shares issuable upon exercise of options that are
currently exercisable or exercisable on or before May 30, 2000.
(8) Consists of 70,000 shares issuable upon exercise of options that are
currently exercisable or exercisable on or before May 30, 2000.
(9) Includes 10,000 shares issuable upon exercise of options that currently
exercisable or exercisable on or before May 30, 2000, and 4,000 shares
held by a limited partnership in which Mr. Mella is general partner
together with his wife and as such exercises shared voting and investment
power with respect to the shares. Mr. Mella disclaims beneficial ownership
of the shares held by this limited partnership except to the extent of his
pecuniary interests in such shares.
(10) Includes 8,000 shares issuable upon exercise of options that are
currently exercisable or exercisable on or before May 30, 2000.
(11) Includes 8,000 shares issuable upon exercise of options that are
currently exercisable or exercisable on or before May 30, 2000.
(12) Includes 11,000 shares issuable upon exercise of options that are
currently exercisable or exercisable on or before May 30, 2000.
(13) Includes 127,844 shares held by entities affiliated with Mr. Kennedy as
described in note (4) above and 147,000 shares issuable upon exercise of
options that are currently exercisable or exercisable on or before May
30, 2000. Does not include 3,869,800 shares held by the Walker Children's
Trust.
- --------------------------------------------------------------------------------
Page 13
<PAGE>
- --------------------------------------------------------------------------------
Stock Performance Graph
The following graph compares the cumulative total stockholder return data for
TenFold's Common Stock since May 20, 1999 (the date on which TenFold's Common
Stock was first registered under Section 12 of the Securities Exchange Act of
1934, as amended) to the cumulative return over such period of (i) the Standard
& Poor's 500 Index, and (ii) the Nasdaq Computer & Data Processing Stocks
Index. The graph assumes that $100 was invested on May 20, 1999, the effective
date of TenFold's initial public offering, and in each of the comparative
indices. The graph further assumes that such amount was initially invested in
Common Stock of TenFold at a per share price of $17.00, the price at which
TenFold first offered such stock to the public, and reinvestment of any
dividends. The stock price performance on the following graph is not
necessarily indicative of future stock price performance.
Comparison of 1999 Cumulative Total Return Among TenFold, The Standard and
Poor's 500 Index and the Nasdaq Computer & Data Processing Stocks Index
[GRAPH APPEARS HERE]
- --------------------------------------------------------------------------------
Page 14
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Nasdaq Computer
and Data
Processing
Date TenFold S&P 500 Index Stocks Index
--------------------------------------------------------------------------
<S> <C> <C> <C>
5-21-99 100.000 100.000 100.000
--------------------------------------------------------------------------
5-28-99 118.579 97.872 100.689
--------------------------------------------------------------------------
6-30-99 138.798 103.236 113.103
--------------------------------------------------------------------------
7-30-99 121.311 100.016 106.755
--------------------------------------------------------------------------
8-31-99 119.399 99.601 111.961
--------------------------------------------------------------------------
9-30-99 115.847 96.842 117.242
--------------------------------------------------------------------------
10-29-99 102.732 103.035 125.732
--------------------------------------------------------------------------
11-30-99 131.694 105.194 146.632
--------------------------------------------------------------------------
12-31-99 174.590 111.453 198.630
</TABLE>
Information presented is as of the last trading day of each month between the
Company's initial public offering and December 31, 1999.
Filings made by TenFold with the SEC sometimes "incorporate information by
reference." This means TenFold is referring you to information that TenFold has
previously with the SEC, and that this information should be considered as part
of the filing you are reading. The Performance Graph above and Report of the
Compensation Committee of the Board of Directors below are specifically not
incorporated by reference into any other filings with the SEC.
Executive Compensation
Report of the Compensation Committee of the Board of Directors
Membership of the Committee
The Compensation Committee of the Board of Directors (the "Committee") is
composed of two non-employee directors: Robert W. Felton and Ralph W. Hardy,
Jr. No member of the Compensation Committee has a relationship that would
constitute an interlocking relationship with executive officers or directors of
another entity. From time to time, Gary D. Kennedy, President and Chief
Executive Officer (the "CEO"), and certain officers of TenFold attend meetings
of the Committee. No officer of TenFold is present during discussions or
deliberations regarding his or her own compensation.
Responsibilities of the Committee
Acting on behalf of the Board of Directors, the Committee's responsibilities
include the following:
. Determines the compensation of the Chief Executive Officer
. Reviews and approves senior management compensation plans and stock
grants, and establishes performance goals.
. Reviews and approves proposed stock option plan changes.
. Certifies the completion of performance goals for senior management.
. Approves compensation and stock grants intended to qualify as
performance-based compensation under Code Section 162(m).
. Reports results of each meeting to the Board of Directors.
. Acts as the Compensation Committee for subsidiaries before they become
publicly traded entities.
- --------------------------------------------------------------------------------
Page 15
<PAGE>
- -------------------------------------------------------------------------------
Executive Officer Compensation Program
TenFold's executive compensation program is designed to support the
achievement of Company performance goals, to ensure that executive officers'
objectives are aligned with the success of TenFold and to provide financial
opportunities that will motivate executive officers to achieve outstanding
returns for stockholders. Consistent with these goals, executive pay is based
on two principles. First, a significant portion of their total cash
compensation is at risk and is based on meeting targeted financial objectives
established by management under the direction of TenFold's Board of Directors,
and is adjusted as appropriate for individual performance. Second, a large
portion of executive officers' total compensation is in the form of stock
options.
TenFold's compensation program for executive officers is structured to be
competitive with executive officers in similar positions of comparable
companies within the high technology industry. TenFold has analyzed executive
compensation data from a group of comparable companies in our industry on the
basis of industry segment and competitive employment market to TenFold.
TenFold's executive level positions, including the President & CEO, are
compared to similar positions of the comparable companies and competitive
levels are determined for base salary and target bonus incentives. The
Committee uses comparative data to set compensation targets that will provide
executive officers with compensation that exceeds the average amounts paid to
similar executives of comparable companies in years in which TenFold achieves
superior performance, and with compensation below the average of amounts paid
to similar executives of comparable companies in years in which TenFold fails
to achieve superior performance.
Market practices with respect to stock option grants are also reviewed based
on comparable companies. Grants under TenFold's stock plans are designed to
further strengthen the linkage between executive compensation and shareholder
return, to provide additional incentives to executive officers tied to growth
of stock price over time and encourage continued employment with TenFold.
Stock option grants are based upon comparable data and individual executive
performance. Stock options generally become exercisable over a five-year
period and are granted at a price that is equal to the fair market value of
TenFold's stock on the date of grant.
Annual Base Salary
TenFold believes that base salary is frequently a significant factor in
attracting, motivating and retaining skilled executive officers. Accordingly,
the Committee reviews base salaries of executive officers annually and
generally sets the base salary of its executive officers at or near the
average of the levels paid by the other companies it reviews. All named
executives received a base salary increase in 1999 based on individual
performance against targeted objectives and TenFold's performance against
Company objectives.
Annual Bonus
The Corporate Executive Bonus Plan pays bonuses to executives officers
according to their overall success in meeting financial performance goals and
their success in accomplishing individual objectives. Each executive officer
has an individual bonus target based on their overall responsibility and their
ability to impact TenFold's financial performance. All named executives
received a bonus in 1999 based on individual performance against targeted
objectives and TenFold's performance against Company objectives.
Stock Options
TenFold believes that significant equity participation creates a vital long-
term partnership between management and other stockholders. Stock option
grants were made to certain of TenFold's executive officers. To determine the
size of the grants, the committee reviewed the executive officers' unvested
stock options and overall contribution.
- -------------------------------------------------------------------------------
Page 16
<PAGE>
- --------------------------------------------------------------------------------
1999 CEO Compensation
TenFold's President and Chief Executive Officer, Gary D. Kennedy, is
compensated based on an employment agreement that was entered into between
TenFold and Mr. Kennedy in September 1996 and approved by the stockholders,
(see "Employment Agreement"). Under the terms of his Employment Agreement, the
Board of Directors has discretion to increase Mr. Kennedy's compensation. In
1999, Mr. Kennedy received a base salary of $250,000 that increased to $500,000
effective as of November 1, 1999, based on his performance against targeted
objectives and TenFold's performance against Company objectives.
The Committee believes that Mr. Kennedy's leadership is a critical factor in
TenFold's success. Specifically, the Committee believes that:
. Mr. Kennedy's vision, leadership and innovation have significantly
contributed to TenFold's growth and excellent performance.
. TenFold's overall strategic direction, as developed by Mr. Kennedy is
essential to enhancing long-term growth and value to shareholders.
Based upon TenFold's attainment in 1999 of revenue and profit goals, the amount
of Mr. Kennedy's annual bonus for 1999, calculated pursuant to the plan, was
$382,444 (see "Annual Bonus").
Qualifying Compensation
The Committee has considered the potential impact of Section 162(m) of the
Internal Revenue Code ("Section 162(m)") adopted under the Federal Revenue
Reconciliation Act of 1993. Section 162(m) disallows a tax deduction for any
publicly held corporation for certain executive officers' compensation
exceeding $1 million per person in any taxable year unless it is "performance
based" within the meaning of Section 162(m). In fiscal 1999, the cash
compensation of each of TenFold's executive officers was below the $1 million
threshold and options granted under TenFold's option plan were designed to meet
the requirement of being performance-based under the provisions of Section
162(m). TenFold's policy is, to the extent reasonable and possible, to qualify
its executive officers' compensation for deductibility under the applicable tax
laws.
Respectfully submitted,
Robert W. Felton
Ralph W. Hardy, Jr.
Employment and Severance Agreements
Employment Agreement
In September 1996, TenFold and Mr. Kennedy entered into an employment agreement
providing for Mr. Kennedy's employment as President and Chief Executive Officer
of TenFold for a period of eight years, subject to the right of either party to
terminate the agreement with or without cause upon 30 days' prior written
notice. The agreement provided for an annual base salary of $168,000, subject
to increase in the discretion of the TenFold board of directors, and provides
that Mr. Kennedy shall be entitled to up to six months severance pay in the
event that he is terminated without cause. The agreement includes a non-
competition agreement which provides that, for a period of six months after Mr.
Kennedy's termination of employment, he will not compete with TenFold or
solicit its customers or employees.
- --------------------------------------------------------------------------------
Page 17
<PAGE>
- --------------------------------------------------------------------------------
On October 30, 1997, TenFold granted William M. Conroy, Executive Vice
President and Chief Operating Officer, an option to purchase 360,000 shares of
common stock of TenFold. If Mr. Conroy is involuntarily terminated by TenFold,
other than for cause, then 50% of the then-unvested shares subject to the
option become immediately exercisable. If TenFold is the subject of a merger or
acquisition in which it is not the surviving entity, the unvested portion of
these options becomes immediately exercisable.
None of the Company's executive officers, other than Mr. Kennedy and Mr.
Conroy, has an employment agreement, severance agreement, or similar
arrangement with the Company.
Summary Compensation Table
This table shows, for the last three fiscal years, compensation information for
the Company's Chief Executive Officer and the next four most highly compensated
executive officers. We refer to all of these officers as the "Named Executive
Officers."
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
---------------------- ------------
Securities All other
Name and Principal Salary Bonus Underlying Compensation
Position Year ($) ($) Options (#) ($) (1)
- ------------------ ---- -------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Gary D. Kennedy 1999 $312,167 $382,444 -- $1,920
President & CEO (2) 1998 168,000 -- -- 1,900
1997 168,000 -- -- 1,900
William M. Conroy 1999 300,000 152,978 240,000 --
Exec. VP & COO (3) 1998 206,000 75,000 -- --
1997 30,042 25,000 360,000 --
Bernard C. Mazon 1999 200,000 200,000 50,000 2,000
President, TenFold 1998 70,958 100,000 150,000 --
Insurance, Inc. (4) 1997 -- -- -- --
Glen Mella 1999 165,400 83,198 60,000 1,985
Sr. VP Marketing & 1998 140,400 11,938 -- 1,680
Alliances 1997 130,000 21,200 -- 1,560
Robert P. Hughes 1999 150,700 78,674 -- 934
Sr. VP & CFO 1998 139,700 11,938 -- 943
1997 127,000 31,750 -- 783
</TABLE>
- --------
(1) Represents Company 401k contributions
(2) Gary D. Kennedy holds restricted common stock of TenFold as described in
footnote 4 to the table under Common Stock Ownership of Certain Beneficial
Owners and Management
(3) William M. Conroy joined the Company in November 1997
(4) Bernard C. Mazon joined the Company in July 1998
- --------------------------------------------------------------------------------
Page 18
<PAGE>
- --------------------------------------------------------------------------------
Option Grants
This table shows stock option grants to the Named Executive Officers during the
last fiscal year.
Options granted in 1999
<TABLE>
<CAPTION>
Potential realizable
value at assumed
annual rates of stock
price appreciation
Individual Grants for option term (4)
-------------------------------------------------------------- ---------------------
Number of % of total options
securities granted to Exercise or
underlying options employees base price Expiration
Name granted (#) (1) in fiscal Year (2) ($/share) (3) date 5% 10%
- ---- ------------------ ------------------ ------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Gary D. Kennedy 0 0% N/A N/A N/A N/A
William M. Conroy 240,000 9.09% $12.60 4/14/2009 $4,925,777 $7,843,877
Bernard C. Mazon 50,000 1.89% 5.00 1/20/2009 407,224 648,436
Glen D. Mella 10,000 .38% 5.00 1/20/2009 81,445 129,687
50,000 1.89% 12.60 4/14/2009 1,026,204 1,634,058
Robert P. Hughes 0 0% N/A N/A N/A N/A
</TABLE>
(1) Options granted in 1999 were made under the 1993 Flexible Stock Incentive
Plan. These options:
. are generally granted as non-qualified stock options,
. are granted at an exercise price equal to 100% of the fair market value
of the common stock on the date of grant,
. expire ten years from the date of grant, unless otherwise earlier
terminated in certain events related to termination of employment, and
. vest in 20% increments on each anniversary date of the grant, subject to
the terms and conditions of the 1993 Flexible Stock Incentive Plan.
(2) The percentage of total options granted to the named employees was
computed by dividing the options granted to the named employees shown in
the table by 2,640,000, the total number of options to acquire TenFold
common stock granted in 1999.
(3) Options with exercise prices of:
. $5.00 were granted on January 20, 1999,
. $12.60 were granted on April 14, 1999.
(4) We are required by the SEC to use a 5% and 10% assumed rate of
appreciation over the ten-year option term. This does not represent the
Company's estimate or projection of the future common stock price. If the
Company's common stock does not appreciate, the Named Executive Officers
will receive no benefit from the options.
- --------------------------------------------------------------------------------
Page 19
<PAGE>
- --------------------------------------------------------------------------------
Options Exercised
This table shows stock option exercises and the value of unexercised stock
options held by the Named Executive Officers during the last fiscal year.
Aggregated Option Exercises in 1999 and Fiscal Year-end Option Values
<TABLE>
<CAPTION>
No. of securities
underlying unexercised Value of unexercised in-
options at fiscal year- the-money options at
end (#) year-end ($)(2)
------------------------- -------------------------
Shares acquired Value realized
Name on exercise (#) ($)(1) Exercisable Unexercisable Exercisable Unexercisable
- ---- --------------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Gary D. Kennedy -- -- -- -- N/A N/A
William M. Conroy 144,000 $2,876,040 -- 384,000 -- $11,895,840
Bernard C. Mazon -- -- 30,000 170,000 $1,040,925 5,873,075
Glen D. Mella 20,000 85,400 -- 120,000 -- 4,009,300
Robert P. Hughes 40,000 $ 199,200 -- 40,000 -- $ 1,566,700
</TABLE>
(1) This number is calculated by:
. averaging the high and low market prices on the date of exercise to get
the "average market price,"
. subtracting the option exercise price from the average market price to
get the "average value realized per share," and
. multiplying the average value realized per share by the number of
options exercised.
The amounts in this column may not represent amounts actually realized by
the Named Executive Officers.
(2) This number is calculated by:
. subtracting the option exercise price from the Company's December 31,
1999 average market price ($39.1875 per share, as reported on the NASDAQ
Stock Exchange) to get the "average value per option," and
. multiplying the average value per option by the number of exercisable
and unexercisable options.
The amounts in this column may not represent amounts actually realized by
the Named Executive Officers.
Certain Transactions
On February 22, 1999, Robert P. Hughes, Senior Vice President and Chief
Financial Officer of TenFold, exercised options to purchase 40,000 shares of
Common Stock at an exercise price of $0.02 per share. In connection with such
option exercise, TenFold loaned Mr. Hughes $75,024. This full recourse loan is
due August 22, 2000, bears interest at an annual rate of 4.62%, and is secured
by the related shares.
On February 25, 1999, Adam Slovik, Senior Vice President of Worldwide
Applications Development of TenFold, exercised options to purchase 20,000
shares of common stock at an exercise price of $2.50 per share. In connection
with this exercise, TenFold loaned Mr. Slovik $70,523. This full recourse loan
is due August 25,
- --------------------------------------------------------------------------------
Page 20
<PAGE>
- --------------------------------------------------------------------------------
2000, bears interest at an annual rate of 4.62%, and is secured by the related
shares. On September 7, 1999, TenFold loaned Mr. Slovik $500,000. This full
recourse loan is due September 7, 2008, bears interest at an annual rate of
5.98%, and is secured by 40,000 shares of TenFold Common Stock. The note for
this loan is renewable by written request of Mr. Slovik if he is an employee of
TenFold 90 days before the note becomes due. TenFold has agreed to forgive
$50,000 of the amount due under the note each year for the first five years, so
long as he remains an employee of TenFold.
On April 14, 1999, TenFold granted William M. Conroy, Executive Vice President
and Chief Operating Officer of TenFold, an option to purchase 240,000 shares of
TenFold Common Stock at a per share exercise price of $12.60. This option will
vest over five years beginning April 14, 2000.
On April 14, 1999, TenFold granted Glen D. Mella, Senior Vice President of
Marketing & Alliances of TenFold, an option to purchase 50,000 shares of
TenFold Common Stock at a per share exercise price of $12.60. This option will
vest over five years beginning April 14, 2000.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires TenFold's
directors, executive officers and persons who own more than 10% of TenFold's
Common Stock ("reporting persons") to file with the SEC initial reports of
ownership and changes in ownership of TenFold's Common Stock. These reporting
persons are required by SEC regulations to furnish TenFold with copies of all
Section 16(a) reports they file. To TenFold's knowledge, based solely on its
review of the copies of such reports received or written representations from
certain reporting persons that no other reports were required, TenFold believes
that during its fiscal year ended December 31, 1999, all reporting persons
complied with all applicable filing requirements, H. Raymond Bingham filed a
late Form 4 reporting one transaction, and Robert W. Felton filed a late Form 4
reporting three transactions.
Stockholder Proposals for the 2001 Annual Meeting
Proposals of stockholders intended to be included in the Company's proxy
statement for the 2001 Annual Meeting of Stockholders must be received by
TenFold Corporation, Attention: Corporate Secretary at 180 West Election Road,
Draper, Utah 84020, no later than February 20, 2001. If the Company is not
notified of a stockholder proposal by May 5, 2001, then the proxies held by
management of the Company provide discretionary authority to vote against such
stockholder proposal, even though such proposal is not discussed in the Proxy
Statement.
Requests for Form 10-K
TenFold will mail to any stockholder without charge, upon written request, a
copy of its annual report on Form 10-K for the year ended December 31, 1999,
including the financial statements, financial statement schedules, and a list
of exhibits. You should send your request to the attention of Investor
Relations at the Company's headquarters located at 180 West Election Road,
Draper, Utah 84020.
Other Matters
TenFold is not aware of any other business to be presented at the Annual
Meeting. If matters other than those described herein should properly arise at
the Meeting, proxies in the enclosed form will be voted by the proxy holders on
such matters in accordance with their best judgment.
- --------------------------------------------------------------------------------
Page 21
<PAGE>
- --------------------------------------------------------------------------------
It is important that the proxies be returned promptly and that your shares be
represented. Stockholders are urged to mark, date, execute and promptly return
the accompanying proxy card in the enclosed envelope.
By Order of the Board of Directors
/s/ Donald E. Keller
Corporate Secretary
, 1999
Menlo Park, California
- --------------------------------------------------------------------------------
Page 22
<PAGE>
TENFOLD CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 20, 2000
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders of TenFold Corporation and Proxy Statement, each dated June 20,
2000 and hereby appoints Gary D. Kennedy and Robert P. Hughes or either of them,
as attorneys and proxies of the undersigned, with full power of substitution, to
vote all of the shares of stock of TenFold Corporation which the undersigned may
be entitled to vote at the Annual Meeting of Stockholders of TenFold Corporation
to held on Thursday, July 20, 2000 at 10:30 a.m. local time at the Hotel Monaco
located at 15 West 200 South, Salt Lake City, Utah (and at any and all
postponements, continuations and adjournments thereof), with all powers that the
undersigned would possess if personally present, upon and in respect of the
following matters and in accordance with the following instructions, with
discretionary authority as to any and all other matters that may properly come
before the meeting.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR ALL
---
NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2, AS MORE SPECIFICALLY DESCRIBED
IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL
BE VOTED IN ACCORDANCE THEREWITH.
(Continued and to be signed on other side)
<PAGE>
FOLD AND DETACH HERE
Please mark [X] your vote as indicated
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.
---
PROPOSAL 1: To elect three directors to hold office until the 2002 Annual
Meeting of Stockholders.
[_] FOR all nominees listed below [_] WITHHOLD AUTHORITY to vote
(except as marked to the contrary for all nominees listed below.
below).
NOMINEES: are Robert W. Felton, Ralph W. Hardy, Jr., and Gary D. Kennedy.
TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE, STRIKE A LINE THROUGH THE
NOMINEE'S NAME ABOVE:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.
---
PROPOSAL 2: To ratify the selection of KPMG LLP as independent auditors of the
Company for its fiscal year ending December 31, 2000.
[_] FOR [_] AGAINST [_] ABSTAIN
DATED ______________, 2000 ________________________________________
SIGNATURE(S)
Please sign exactly as your name appears hereon. If the
stock is registered in the names of two or more
persons, each should sign. Executors, administrators,
trustees, guardians and attorneys-in-fact should add
their titles. If signer is a corporation, please give
full corporate name and have a duly authorized officer
sign, stating title. If signer is a partnership, please
sign in partnership name by authorized person.
PLEASE VOTE, DATE, AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN
ENVELOPE WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES.
