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Exhibit 10.8
[Letterhead of ShowCase Corporation]
October 28, 1999
Ms. Theresa Zanetti O'Neil
1924 Vassar Drive
Naperville, IL 60565
Dear Theresa:
On behalf of the ShowCase Corporation Management Team, it is with great pleasure
that I extend to you the following Offer of Employment with ShowCase Corporation
("ShowCase").
Compensation
I would like to offer you the position of Vice President of Marketing, reporting
to Ken Holec, President and CEO of ShowCase Corporation. You will be based at
our ShowCase Corporation office at Rosemount, Illinois. This position shall
begin on November 1, 1999. Your annual base salary shall be $160,000.00, plus
personal annualized target incentives of $50,000. ShowCase employees are paid
semi-monthly on the 15th and last day of each month, twenty-four (24) times per
year. You will receive your first paycheck on November 30, 1999. In addition,
you will also be eligible to participate in the ShowCase Achievement Model (SAM)
plan with an annualized target incentive of $32,000, with a minimum of $32,000
annualized being guaranteed for the remainder of our fiscal year 2000. More
details are spelled out in the attached ShowCase's Executive Compensation Plan.
Probationary Period
For the first ninety (90) days of employment with ShowCase Corporation, all new
employees work under a probationary status. At the conclusion of this
probationary period, your performance shall be reviewed. Your next performance
review shall take place at the end of the fiscal year (April 1) and your
compensation review will be done at that time also.
Severance Pay
You are entitled to severance pay if you are terminated for reasons other than
"Cause," and on the condition that you sign a general release of claims in a
form acceptable to the Company. The Company shall have the right to determine in
its sole discretion whether your termination is for "Cause," which shall
include: (i) your death, or your disability which results in your inability to
perform one or more of the essential functions of your position, with or without
reasonable accommodation; (ii) your breach of any obligation or fiduciary duty
to the Company, or your violation of any Company policy; (iii) your conviction
of any crime involving moral turpitude or any felony; (iv) any conduct by you
that is materially detrimental to the Company.
Should ShowCase terminate your employment for any reason other than for cause
you will be entitled to receive salary continuance equal to your base salary for
six (6) months, or until you have secured permanent employment elsewhere,
whichever occurs first. To be eligible for the salary continuation you must have
made a good faith effort to secure alternate employment. You shall not be
entitled to salary continuance should you voluntarily terminate your employment
with ShowCase Corporation for any reason other than following a "change of
control" of ShowCase. "Change of Control is defined as the acquisition by a
person, not currently a shareholder of the Company, of shares of ShowCase stock
representing more than 50% of the voting power of the outstanding shares and
which results in a substantial change in the scope of your employment
responsibilities or job location."
Stock Option Plan
You will also be eligible to receive 100,000 shares of ShowCase Corporation at
the price of $3.75 per share. The options will vest at 1/60th per month over
five years.
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Insurance Programs and 401(k)
As a full-time ShowCase employee, you will be entitled to participate in
ShowCase's cafeteria style benefits program. You will be eligible for life
(required and paid by ShowCase) and, if elected, dental, disability, voluntary
term life and health coverage (optional). If you select, your benefits coverage
shall begin on November 1. Currently, ShowCase contributes $365 per month
towards your selection of health, dental, life and disability insurance
coverage(s). Should any sum remain of this contribution after your benefits
payment, this amount may be contributed to a 401(k) program or taken in cash.
Beginning January 1, 2000 you shall be eligible to contribute to ShowCase's
401(k) plan. The trustee of ShowCase's 401(k) plan is Fidelity Management Trust
Company. All insurance elections and 401(k) contributions are handled on a full
or partial pre-tax basis. In addition, you may elect to participate in the plans
Medical Reimbursement Account and Dependent Care Reimbursement Account on a
pre-tax basis.
Community Service
ShowCase will support one half day per month out of your work day to provide
community service.
Acceptance
Should you accept employment with ShowCase Corporation, Federal law requires you
to produce documents establishing your identity and right to work authorization.
Our company cannot legally hire you if you do not produce such verifying
documentation within three (3) days of your start date. A list of approved
identification will be provided for you on the first day of hire.
Enclosed with this offer to Employment, you shall find ShowCase Corporations
Policy Handbook detailing ShowCase Corporation's major policies and standards of
employment. Please read this handbook carefully. By signing the enclosed Letter
of Acceptance, you are acknowledging your understanding of these policies and
standards and agreeing to abide by them. In addition, you will also find
enclosed the ShowCase Confidentiality, Inventions and Restrictive Covenant
Agreement. Please sign and return these documents with your signed letter of
acceptance.
Should you have any questions regarding ShowCase Corporation or this Offer of
Employment, please do not hesitate to contact me. Should you choose to do so,
please sign and return the enclosed Letter of Acceptance at your earliest
convenience.
Sincerely,
/s/ Ken Holec
Ken Holec
President and CEO
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