WEBTRENDS CORP
8-K, EX-99.4, 2001-01-19
PREPACKAGED SOFTWARE
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                                                                    EXHIBIT 99.4

                              EMPLOYMENT AGREEMENT

        EMPLOYMENT AGREEMENT dated January 16, 2001, by and between WebTrends
Corporation, an Oregon corporation (the "COMPANY"), NetIQ Corporation, a
Delaware corporation (the "BUYER"), and [EXECUTIVE] (the "EXECUTIVE").

        WHEREAS, Executive is currently serving as [POSITION] of the Company;

        WHEREAS, the Company, the Buyer and North Acquisition Corp. (the "MERGER
SUBSIDIARY") are simultaneously entering into an Agreement and Plan of Merger
(the "MERGER AGREEMENT") pursuant to which the Merger Subsidiary will merge with
and into the Company (the "MERGER"), with the Company constituting the surviving
corporation, and with the result that the Company will be a wholly owned
subsidiary of the Buyer;

        WHEREAS, each of the Company, the Buyer and the Merger Subsidiary
considers it essential to its best interests and the best interests of its
stockholders to foster the continued employment of Executive by the Buyer from
and after the effective time of the Merger (the "EFFECTIVE TIME"); and

        WHEREAS, Executive is willing so to continue his employment on the terms
hereinafter set forth in this agreement (the "AGREEMENT");

        NOW, THEREFORE, in consideration of the premises and mutual covenants
herein and for other good and valuable consideration, the parties agree as
follows:

        1. Term of Employment. Executive shall be employed by the Buyer for a
period (the "EMPLOYMENT TERM") commencing at the Effective Time and ending on
the date that either the Executive or the Buyer terminates such Executive's
employment. Executive shall be an "at will" employee of Buyer. Notwithstanding
the foregoing, Executive shall continue to serve until the Effective Time as an
employee of the Company in the same capacity and in accordance with the same
terms and conditions as the date immediately preceding the date hereof.

        2. Position.

                (a) Executive shall serve as [POSITION] of the Buyer. In such
        position, Executive shall have such duties and authority as shall be set
        forth on Exhibit A hereto (the "Initial Duties").

                (b) During the term of his employment hereunder, Executive will
        devote substantially all of his business time and best efforts to the
        performance of



<PAGE>   2

        his duties hereunder and will not engage in any other business,
        profession or occupation for compensation or otherwise which would
        conflict with the rendition of such services either directly or
        indirectly, without the prior written consent of the Board; provided,
        however, subject to Section 12(b) below, nothing in this Section 2(b)
        shall preclude the Executive from serving as a member of any board of
        directors on which he serves as of the date of this Agreement and which
        has been disclosed to Buyer, or as a member of any board of directors on
        which he may serve during the term of this Agreement with the prior
        consent of the Chief Executive Officer of Buyer in accordance with
        Buyer's standard policies regarding such matters and from receiving
        compensation in connection therewith.

        3. Base Salary. The Buyer shall pay Executive an annual base salary of
not less than $200,000 (the "Base Salary") with the exact amount to be
established by the Buyer's Board of Directors that is commensurate with other
similarly situated executives of the Buyer, payable in regular installments in
accordance with the Buyer's usual payment practices. The Executive shall be
entitled to such increases in his Base Salary as may be determined from time to
time in the sole discretion of the Buyer.

        4. Bonus. With respect to each fiscal year all or part of which is
contained in the Employment Term, Executive shall be eligible to receive, in
addition to his Base Salary, a bonus of not less than up to $100,000 (the
"Bonus") for services rendered during such fiscal year, which Bonus shall be
determined and shall be paid in accordance with the Buyer's past practice with
respect to other similarly situated executives of Buyer. The amount and form of
such Bonus shall be determined in the same manner used to determine the amount
and form of bonuses of similarly situated executives of Buyer.

        5. Executive Benefits.

                (a) Executive shall be provided employee benefits (including
        fringe benefits, vacation, pension and profit sharing plan participation
        and life, health, accident and disability insurance) (collectively
        "EXECUTIVE BENEFITS") on the same basis and on the same terms as those
        benefits are generally made available to similarly situated executives
        of the Buyer.

                (b) Concurrent with the Effective Time, Buyer and Executive will
        enter into Buyer's standard Indemnification Agreement (the
        "Indemnification Agreement") and Change of Control Severance Agreement
        the "Change of Control Severance Agreement") that Buyer has entered into
        with its officers substantially in the forms attached hereto as Exhibit
        B and Exhibit C, respectively.

        6. Grant of Option. Immediately prior to the Effective Time, the Company
shall grant to Executive an option to purchase 312,500 shares of the Company's
Common Stock pursuant to the terms and conditions of the Company's employee
stock option plan and standard option agreement in place as of the Effective
Time (the "Option"), which



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option shall be assumed by Buyer pursuant to the Merger Agreement. The Option
shall be subject to vesting as follows: 25% of the shares subject to the option
shall become vested on the first anniversary of the Effective Time, 25% of the
shares subject to the option shall become vested on the second anniversary of
the Effective Time, and 50% of the Shares subject to the option shall become
vested on the third anniversary of the Effective Time, in each case subject to
the Executive's continued employment with Buyer.

        7. Business Expenses and Perquisites. Reasonable travel, entertainment
and other business expenses incurred by Executive in the performance of his
duties hereunder shall be reimbursed by the Buyer in accordance with Buyer
policies for similarly situated executives of Buyer.

        8. Termination. In the event of termination of Executive's employment
with Buyer for any reason, Executive shall be entitled to receive his Base
Salary, Bonus and Executive Benefits earned through the date of termination as
well as that portion of the Option that is vested as of such date of
termination. Except as provided in Section 13(j), all other benefits due
Executive following Executive's termination of employment shall be determined in
accordance with the plans, policies and practices of Buyer. Executive's
employment hereunder shall terminate if Executive becomes physically or mentally
incapacitated and is thereafter unable for a period of six (6) consecutive
months or for an aggregate of six (6) months in any eighteen (18) consecutive
month period to perform his duties (such incapacity is hereinafter referred to
as "DISABILITY").

        9. Restrictions on Dispositions of Stock.

                (a) Status as Affiliate and Insider. For so long as Executive is
        employed by the Buyer in the position set forth in Section 2(a) and has
        the Initial Duties, or, if the Executive's role at the Buyer changes,
        then for so long as may be determined by Buyer's Board of Directors
        based upon the criteria generally applied by it (i) Executive will be
        deemed an affiliate of the Buyer, as that term is defined in Rule 144
        under the Securities Act of 1933 and (ii) sales, transfers or other
        dispositions of shares of the Buyer's common stock by Executive will be
        subject to the restrictions on trading by the Buyer's executive officers
        set forth in the Buyer's insider trading policy (the "INSIDER TRADING
        POLICY"), a copy of which has been furnished to Executive. Executive may
        establish a written plan of distribution pursuant to Rule 10b5-1 of the
        Exchange Act of 1934 in order to facilitate the sale of the Quarterly
        Allowance, as defined in Section 9(b) below, and to execute sales of
        Common Stock of Buyer in accordance therewith (the "10b5-1 Agreement").
        The 10b5-1 Agreement shall include customary terms and shall provide (i)
        that the agent for the sale of shares shall generally seek to complete
        the sale of as much of the Quarterly Allowance (as defined below) as
        practicable in the agent's judgment within the first fifteen trading
        days from the opening of the regular quarterly window under the Insider
        Trading Policy (the



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        "Preferred Trading Period"); (ii) that Buyer will not impose any
        blackouts on Executive that would interfere with the Preferred Trading
        Period; (iii) that no sales shall occur during the regular quarterly
        blackout period under the Insider Trading Policy; and (iv) that the
        agent shall observe other trading blackouts that may be applied by Buyer
        generally to its executive officers, subject to the Preferred Trading
        Period.

                (b) Additional Limitations on Dispositions. In addition to the
        restrictions set forth in paragraph (a) and applicable laws, until the
        earlier to occur of (i) the first anniversary of the Effective Time or
        (ii) a Release Date, as defined below (the "RESTRICTED PERIOD"),
        Executive may not (1) offer, pledge, sell, contract to sell, sell any
        option or contract to purchase, purchase any option or contract to sell,
        grant any option, right or warrant to purchase, lend, or otherwise
        transfer or dispose of, directly or indirectly, any shares of Buyer
        Common Stock or any securities convertible into or exercisable or
        exchangeable for Buyer Common Stock or (2) enter into any swap or other
        arrangement that transfers to another, in whole or in part, any of the
        economic consequences of ownership of Buyer Common Stock, whether any
        such transaction described in clause (1) or (2) above is to be settled
        by delivery of Buyer Common Stock or such other securities, in cash or
        otherwise (collectively, a "RESTRICTED TRANSACTION"), in any case
        relating to more than 250,000 shares of the Buyer Common Stock (as
        adjusted for stock splits, stock dividends, stock combinations and the
        like) in any single fiscal quarter (the "QUARTERLY ALLOWANCE").
        Notwithstanding the foregoing, if the Executive does not utilize the
        full Quarterly Allowance in any fiscal quarter in which the Buyer has
        restricted Executive from trading for at least 30 days under the Insider
        Trading Policy, exclusive of Buyer's regular quarterly trading
        restrictions (such unsold amount, the "UNSOLD SHARES"), then Executive
        shall be entitled to utilize the Unsold Shares in subsequent fiscal
        quarters in addition to the Quarterly Allowance for such periods,
        provided that in no fiscal quarter may the Executive utilize more than
        two times the Quarterly Allowance. Nothing herein shall be construed to
        limit the ability of a trust or foundation created by Executive and in
        existence as of the date hereof to sell, transfer or otherwise dispose
        of shares of Buyer's Common Stock issuable in the merger in respect of
        Company Common Stock held by such trust or foundation as of the date
        hereof. Notwithstanding the foregoing, this Section 9(b) shall not apply
        to (i) any bona fide gift of Buyer's Common Stock by Executive to any of
        the mother, father, descendants, brother(s), sister(s) or spouses of
        Executive or to any trustee(s) for the benefit of any one or more of the
        foregoing, (ii) any transfer effected pursuant to Executive's will or
        the laws of intestate succession, or (iii) any pledge of Buyer's Common
        Stock by Executive that on its terms precludes the sale of Buyer's
        Common Stock in the public market during the Restricted Period, provided
        that (A) in the event of any transfer made pursuant to Sections 9(b)(i)
        or 9(b)(iii) above, Executive shall inform Buyer of such transfer prior
        to effecting it and (B) in the event of any transfer made pursuant to
        9(b)(i),



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        the transferee shall furnish Buyer with a written agreement to be bound
        by and complied with all provisions of Section 9.

                (c) Conditional Lock-Up. If Executive's employment with the
        Buyer is terminated during the Restricted Period (i) by Executive, other
        than for Good Reason or by reason of death or Disability, or (ii) by the
        Buyer for Cause, then in either case Executive shall not enter into any
        Restricted Transaction with respect to any shares of the Buyer's common
        stock for the remainder of the Restricted Period and during the
        Extension Period, if any. For purposes of this paragraph, the Extension
        Period shall commence upon the expiration of the Restricted Period and
        continue for that number of months, rounded up the nearest whole number,
        equal to the quotient obtained by dividing (A) the difference of the
        number of shares of the Quarterly Allowance already sold by Executive in
        the fiscal quarter in which Executive's termination occurs minus the
        product of 83,334 multiplied by the number of complete months elapsed in
        such quarter prior to Executive's termination (but in no case shall the
        difference be less than zero), divided by (B) 83,334; provided that no
        Extension Period shall apply after a Release Date and, in no event,
        shall the Extension Period exceed three months. This paragraph shall not
        apply to any termination of employment or leave of absence that arises
        from Executive suffering a grave family emergency that in Executive's
        reasonable judgment requires such a termination or leave of absence.

                (d) Release Date. For purposes of this Section, "RELEASE DATE"
        shall mean the earlier to occur of:

                        (i) the termination of Executive's employment with the
                Buyer by Executive for Good Reason or by reason of death or
                Disability or by Buyer for reasons other than Cause, as defined
                in Section 9(f) below; and

                        (ii) in the event of a Change of Control of the Buyer,
                then the later to occur of the six month anniversary of the
                Effective Time and the consummation of the Change of Control;
                and

                        (iii) in the event of a change of Chief Executive
                Officer of Buyer after the date hereof (a "MANAGEMENT CHANGE"),
                then the later to occur of the six month anniversary of the
                Effective Time and the date of the Management Change.

For purposes of this section, a "CHANGE OF CONTROL" shall mean (i) a merger or
consolidation in which Buyer is a constituent corporation or the sale or
exchange by the stockholders of Buyer of all or substantially all of the capital
stock of Buyer where the stockholders of Buyer immediately before such merger or
consolidation or sale or exchange do not obtain or retain, directly or
indirectly, at least a majority of the beneficial interest in the voting stock
or other voting equity of the surviving or acquiring corporation or other
surviving or acquiring entity; (ii) the sale or exchange of all or



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substantially all of Buyer's assets (other than a sale or transfer to a
subsidiary of Buyer as defined in section 424(f) of the Internal Revenue Code of
1986, as amended (the "Code")) where the stockholders of Buyer immediately
before such sale or exchange do not obtain or retain, directly or indirectly, at
least a majority of the beneficial interest in the voting stock or other voting
equity of the corporation or other entity acquiring Buyer's Assets; or (iii) a
transaction in which a majority of the Board of Directors of the Buyer or a
majority of the officers of the Buyer immediately prior to such transaction do
not constitute a majority of the Board of Directors or a majority of the
officers, respectively, of the surviving corporation immediately after such
transaction.

                (e) Definition of Cause. For purposes of this Agreement, "CAUSE"
        shall mean (i) Executive's willful and continued failure substantially
        to perform his duties hereunder (other than as a result of total or
        partial incapacity due to physical or mental illness), (ii) material
        dishonesty in the performance of Executive's duties hereunder, (iii)
        Executive's conviction of a felony under the laws of the United States
        or any state thereof, (iv) willful breach of fiduciary duty or willful
        breach of a material term of this agreement or the Standard Employment
        Agreement, as defined below or (v) any other willful act or omission
        which is materially injurious to the financial condition or business
        reputation of the Buyer or any of its subsidiaries or affiliates. If the
        Executive does any of the foregoing, Buyer shall give Executive written
        notice thereof and Executive shall, if such condition is reasonably
        susceptible of cure, have ten (10) days from receipt of such notice to
        cure any such Cause, which notice shall state in reasonable detail the
        facts and circumstances claimed to constitute such Cause and the intent
        of Buyer to terminate Executive's employment upon the failure of the
        Executive to effect a cure.

                (f) Definition of Good Reason. For purposes of this Agreement,
        "GOOD REASON" shall mean (i) reduction in Executive's annual base
        salary, incentive programs or Executive Benefits (other than, in the
        case of such programs or Executive Benefits, for changes generally
        affecting executives similarly situated to Executive), (ii) any material
        adverse change in Executive's status, title, position or material
        responsibilities, or (iii) relocation, without Executive's consent, of
        Executive or his office space at Buyer to a location more than 50 miles
        from Company's current facilities in Portland, Oregon.

        10. Proprietary Information, Invention Assignment and Arbitration
Agreement. At the Effective Time, Executive shall execute a copy of the Buyer's
standard form of Employment, Confidential Information and Invention Assignment
Agreement (the "STANDARD EMPLOYMENT AGREEMENT") in the form attached hereto as
Exhibit D.

        11. Conflicting Obligations. Executive represents that Executive has no
outstanding agreement or obligation that is in conflict with any of the
provisions of this



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Agreement, or that would preclude Executive from complying with the provisions
hereof, and further agrees that Executive will not enter into any such
conflicting agreement during the term of this Agreement.

        12. Covenants Not to Compete or Solicit.

                (a) Definitions. As used in this Agreement, "RESTRICTED COMPANY"
        shall mean a company that competes, or that has been formed to pursue a
        business that would compete, with the business of Buyer immediately
        after the Effective Time.

                (b) Non-Compete. In consideration of: (i) the payment by the
        Buyer to Executive of the Merger Consideration, (ii) the Buyer's
        willingness to enter into the Merger Agreement, and (iii) the
        consideration payable to Executive hereunder, Executive agrees that: (A)
        for the period beginning at the Effective Time and ending on the second
        anniversary of the Effective Time or (B) in the event that the period
        set forth in clause (A) is determined to be unenforceable by a court of
        competent jurisdiction, the maximum lesser period allowable, Executive
        will not, directly or indirectly, be employed by (whether as an officer,
        employee, director proprietor, partner, consultant or otherwise), or
        have any ownership interest in, or participate in the financing,
        operation, management or control of, any Restricted Company. It is
        agreed that ownership of no more than five percent (5%) of the
        outstanding voting stock of a publicly-traded company or ownership of an
        interest in an investment fund with respect to which Executive does not
        make investment decisions shall not in and of itself, constitute a
        violation of this Section. It is further agreed that the foregoing
        consideration is not intended to constitute liquidated damages for a
        violation of this section.

                (c) Non-Solicit. Executive agrees that until the expiration of
        the non-compete obligations specified above in subsection 12(b),
        Executive shall not:

                        (i) knowingly take any action to, or do anything
                reasonably intended to, divert business from the Buyer or any of
                its subsidiaries, or influence or attempt to influence any
                retailer, dealer, vendor, supplier, customer or potential
                customer of the Buyer or any of its subsidiaries, in each case
                as existing on the date of Executive's termination, to cease
                doing business with or compete with the Buyer or any of its
                subsidiaries, as the case may be, existing on the date of
                Executive's termination; or

                        (ii) knowingly recruit, solicit or assist others in
                recruiting, or soliciting, any person who is an employee of the
                Buyer or any of its respective subsidiaries, in each case as of
                the date of Executive's termination, or knowingly induce or
                influence or attempt to induce or influence any such employee to
                terminate his or her employment with the Buyer or any of its
                respective affiliates, unless such employee is no longer



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                employed by the Buyer (or its subsidiaries) and has not been
                employed by Buyer for a period of at least six months prior to
                being solicited or recruited; provided however, that a general
                employment or hiring advertisement in a publication of general
                circulation will not be deemed to be a solicitation.

                (d) REMEDIES. THE EXECUTIVE HEREBY RECOGNIZES AND ACKNOWLEDGES
        THAT A MATERIAL VIOLATION OF THE TERMS AND PROVISIONS OF THIS SECTION 12
        WOULD CAUSE IRREPARABLE INJURY TO THE BUYER FOR WHICH THE BUYER WOULD
        HAVE NO ADEQUATE REMEDY AT LAW. ACCORDINGLY, IN THE EVENT THAT EXECUTIVE
        SHALL FAIL TO MATERIALLY COMPLY WITH THE TERMS AND PROVISIONS OF THIS
        SECTION 12 IN ANY RESPECT, THE BUYER SHALL BE ENTITLED TO PRELIMINARY
        AND OTHER INJUNCTIVE RELIEF AND TO SPECIFIC PERFORMANCE OF THE TERMS AND
        PROVISIONS HEREOF. IN FURTHERANCE AND NOT IN LIMITATION OF THE
        FOREGOING, THE EXECUTIVE HEREBY WAIVES ANY CLAIM OR DEFENSE THAT DAMAGES
        WOULD BE ADEQUATE RELATING TO ANY VIOLATION OR BREACH BY THE EXECUTIVE
        OF THE TERMS AND PROVISIONS OF THIS SECTION 12, THAT THE BUYER OR ANY OF
        ITS RESPECTIVE AFFILIATES HAVE AN ADEQUATE REMEDY AT LAW OR THAT MONEY
        DAMAGES WOULD PROVIDE AN ADEQUATE REMEDY FOR SUCH VIOLATION OR BREACH.

                (e) EFFECT OF STANDARD EMPLOYMENT AGREEMENT. Until the
        expiration of the covenants contained in this Section 12, such covenants
        shall supersede any covenants relating to non-competition and
        non-solicitation contained in the Standard Employment Agreement.

                (f) Severability. The parties intend that the covenants
        contained in the preceding paragraphs shall be construed as a series of
        separate covenants, one for each county, city, state and other political
        subdivision of each country in which a Restricted Company is located.
        Except for geographic coverage, each separate covenant shall be deemed
        identical in terms to the covenant contained in the preceding
        paragraphs. If, in any arbitration or judicial proceeding, a court or
        arbitrator shall refuse to enforce any of the separate covenants (or any
        part thereof) deemed included in said paragraphs, then such
        unenforceable covenant (or such part) shall be deemed eliminated from
        this Agreement for the purpose of those proceedings to the extent
        necessary to permit the remaining separate covenants (or portions
        thereof) to be enforced. It is the intent of the parties that the
        covenants set forth herein be enforced to the maximum degree permitted
        by applicable law.

        13. Miscellaneous.



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                (a) Governing Law; No Liability of Executive. This Agreement
        shall be governed by and construed in accordance with the laws of the
        State of Oregon. Notwithstanding any term of the Standard Employment
        Agreement to the contrary, the parties to this Agreement irrevocably
        agree that any disputes under this Agreement or the Standard Employment
        Agreement, whether related to construction, enforcement or otherwise,
        shall be resolved by binding arbitration under the rules and auspices of
        the American Arbitration Association to be conducted in Multnomah
        County, Oregon, and the parties hereby irrevocably waive any and all
        objections thereto. Executive shall not be subject to liability for
        breach of this Agreement by reason of his termination of his employment
        hereunder.

                (b) Entire Agreement/Amendments. This Agreement, the
        Indemnification Agreement, the Change of Control Severance Agreement,
        the Option and the Standard Employment Agreement contain the entire
        understanding of the parties with respect to the employment of Executive
        by the Buyer. In case of any direct conflicts between this Agreement and
        any such other agreements, the provisions of this Agreement shall
        govern. There are no restrictions, agreements, promises, warranties,
        covenants or undertakings between the parties with respect to the
        subject matter herein and therein other than those expressly set forth
        herein and therein. This Agreement may not be altered, modified, or
        amended except by written instrument signed by the parties hereto.

                (c) No Waiver. The failure of a party to insist upon strict
        adherence to any term of this Agreement on any occasion shall not be
        considered a waiver of such party's rights or deprive such party of the
        right thereafter to insist upon strict adherence to that term or any
        other term of this Agreement.

                (d) Severability. In the event that any one or more of the
        provisions of this Agreement shall be or become invalid, illegal or
        unenforceable in any respect, the validity, legality and enforceability
        of the remaining provisions of this Agreement shall not be affected
        thereby.

                (e) Assignment. This Agreement shall not be assignable by
        Executive or by the Company and shall be assignable by the Buyer only
        with the consent of Executive.

                (f) Successors; Binding Agreement. This Agreement shall inure to
        the benefit of and be binding upon personal or legal representatives,
        executors, administrators, successors, heirs, distributees, devisees and
        legatees.

                (g) Notice. For the purpose of this Agreement, notices and all
        other communications provided for in the Agreement shall be in writing
        and shall be deemed to have been duly given when delivered or mailed by
        United States registered mail, return receipt requested, postage
        prepaid, addressed to the



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        respective addresses set forth on the execution page of this Agreement,
        provided that all notices to the Buyer shall be directed to the
        attention of the Board with a copy to the Secretary of the Buyer, or to
        such other address as any party may have furnished to the other in
        writing in accordance herewith, except that notice of change of address
        shall be effective only upon receipt.

                (h) Withholding Taxes. The Buyer may withhold from any amounts
        payable under this Agreement such Federal, state and local taxes as may
        be required to be withheld pursuant to any applicable law or regulation.

                (i) Counterparts. This Agreement may be signed in counterparts,
        each of which shall be an original, with the same effect as if the
        signatures thereto and hereto were upon the same instrument.

                (j) Term of Agreement; Separation Benefits Upon Termination.
        This Agreement shall become effective as of the date of the Merger
        Agreement and shall remain in force until the termination of Executive's
        employment with the Buyer, provided that if the Merger Agreement is
        terminated prior to the Effective Time then this Agreement shall
        terminate on the date the Merger Agreement is terminated, and provided
        further that Sections 7, 8, 9, 12 and 13 shall survive the termination
        of this Agreement (other than termination in accordance with the
        foregoing proviso). In the event of the termination of Executive's
        employment with the Buyer prior to the first anniversary of the
        Effective Time (i) by the Buyer other than for Cause or (ii) by
        Executive for Good Reason, Executive shall be entitled to receive, in
        addition to the amounts provided for in Section 8, an amount equal to
        Executive's Base Salary on the date of termination, prorated for the
        period from the day after employment terminates until the first
        anniversary of the Effective Time, and continuation during such period
        at no cost to Executive of all of the Executive Benefits on the same
        terms as those benefits were available to Executive (and Executive's
        family) immediately prior to the termination of Executive's employment
        with the Buyer.



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        IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first above written.

                                           [NAME OF EXECUTIVE]


                                           -------------------------------------
                                           [Address of Executive]


                                           [WEST, INC.]


                                           By:
                                              ----------------------------------
                                              Title:
                                              851 SW Sixth Avenue, Suite 1200
                                              Portland, Oregon  97204


                                           [NORTH, INC.]


                                           By:
                                              ----------------------------------
                                              Title:
                                              3553 North First Street
                                              San Jose, California  95134



<PAGE>   12

                                    EXHIBIT A

                                Elijahu Shapira

Title:                Chief Strategy Officer

Initial Duties:       Overall Strategy, Mergers & Acquisitions and Integration


                                    Glen Boyd


Title:                Chief Information Officer

Initial Duties:       Worldwide Infrastructure and Information Systems



<PAGE>   13

                                    EXHIBIT B

                            Indemnification Agreement



<PAGE>   14

                                    EXHIBIT C


                      Change of Control Severance Agreement



<PAGE>   15

                                    EXHIBIT D


                          Standard Employment Agreement




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