<PAGE> 1
EXHIBIT 10.14
July 31, 2000
Mr. Michael Schmitt
XX XXXXXX XXXXX XXXX XX
XXXXXXXXX, CO XXXXX
RE: Employment with J.D. Edwards & Company
Dear Mike:
The following sets out the terms and conditions of termination of your
employment with J.D. Edwards & Company (J.D. Edwards).
1. TERMINATION OF EMPLOYMENT. You have agreed on July 31, 2000 to
terminate your employment with J.D. Edwards as part of the
restructuring of J.D. Edwards, and the following terms will then apply
(except that the severance payment below shall be made upon entering
into this letter agreement):
o SEVERANCE PAY. You will receive severance pay in accordance with
the standard J.D. Edwards severance pay policy for an employee of
your position and time of service of $333,960.19. This severance
payment will be made in a one-time, lump sum payment subject to
appropriate tax withholding on July 31, 2000.
o VACATION PAY. You will be entitled to payment for any unused hours
of accrued vacation based on your monthly compensation on July 31,
2000 subject to appropriate withholding taxes.
o THIRD QUARTER FISCAL YEAR 2000 BONUS. You will receive your third
quarter fiscal year 2000 bonus, if any, due to you in accordance
with the J.D. Edwards Fiscal Year 2000 Executive Bonus Plan. Any
payment due there under will be paid at the same time and in the
same manner as other J.D. Edwards executives in similar positions
eligible under the same Plan.
o STOCK OPTIONS. Pursuant to the terms the Stock Option Agreements
under the 1992 Incentive Stock Option Plan, the 1992 Non-Qualified
Stock Option Plan and the 1997 Equity Incentive Plan between you
and J.D. Edwards, any Stock Option held by you, to the extent
exercisable on or before February 28, 2001 pursuant to the
applicable Stock Option Agreement, shall become immediately
exercisable and shall remain exercisable until December 31, 2000.
<PAGE> 2
Michael Schmitt
July 31, 2000
Page 2
o CONFIDENTIALITY AND NON-SOLICITATION. Notwithstanding your
termination from employment with J.D. Edwards, you will continue
to observe your obligations of not disclosing any trade secrets,
proprietary or confidential information of J.D. Edwards and will
neither disclose the terms of this Agreement nor the content of
any discussion between you and J.D. Edwards, other than to
immediate family members, professional advisors, taxing
authorities for the purpose of filing tax returns on your
compensation or pursuant to a court order. You further agree not
to recruit any person to leave the employment of J.D. Edwards for
a period of two years beyond the execution of this Agreement. As
used in this Agreement, to "recruit" shall mean, during the above
two-year period, by any method of communication, the direct
contact by you or contact by someone at your direction of a then
current employee of J.D. Edwards or of any of its subsidiaries for
the purpose of inducing such employee to leave employment with
J.D. Edwards. In addition, you agree not solicit any current
customer or prospect of J.D. Edwards to terminate any current
license or service agreement with J.D. Edwards.
o NON-COMPETE. In consideration of the severance pay set forth in
the paragraph above, you agree not to accept employment with any
of the direct competitors of J.D. Edwards listed on the attached
Direct Competitors of J.D. Edwards for a period of one (1) year
from the date of this Agreement. The non-competition obligations
set forth in this Agreement shall supersede the non-competition
obligation imposed upon you pursuant to that certain
non-competition and confidential information agreement entered
into between you and J.D. Edwards on ("Prior Non-Competition
Agreement"). Upon signing this letter, the Prior Non-Competition
Agreement is terminated.
o J.D. EDWARDS PROPERTY. Upon your last day of employment, you will
return all J.D. Edwards property and proprietary information,
including but not limited to: customer lists, confidential product
information, price lists, etc. However, until August 28, 2000, you
will continue to have access to J.D. Edwards voice mail and
e-mail, plus you will be permitted to retain your cell telephone,
laptop, printer, fax machine and personal computers once you
terminate.
o COBRA MEDICAL INSURANCE. You will be eligible for medical
insurance under COBRA commencing on August 1, 2000 for a period of
one (1) year in accordance with the standard J.D. Edwards policy
at J.D. Edwards sole
<PAGE> 3
Michael Schmitt
July 31, 2000
Page 3
expense. You will be eligible to continue coverage at your cost
beyond such date if you so elect as provided by applicable law.
o 401(k). Your 401(k) balance calculations will be made within a
reasonable time after July 31, 2000 and at that time you will be
notified of your balance and be provided with options related to
distribution at that time.
o INSIDER TRADING POLICY. Effective August 28, 2000, since you are
no longer a corporate officer, you will be hereby released from
the J.D. Edwards insider trading policy.
o ADDITIONAL EXPENSES. J.D. Edwards agrees to reimburse you in
accordance with the J.D. Edwards travel and entertainment policy
for expenses you incur for airfare, hotel and conference charges
for the eCommerce in Las Vegas and the Gartner Group IT/Expo in
Orlando.
This Agreement and the attachments to it sets forth in full all the terms of
your continuing employment for the Employment Period and the ultimate
termination of employment with J.D. Edwards. Upon the date of your termination,
all obligations, claims, demands, rights and causes of action, whether known or
unknown, regarding your employment with J.D. Edwards shall be deemed satisfied,
released, discharged and fully settled by the terms of this Agreement. Pursuant
to the terms of the Age Discrimination in Employment Act, you understand that
you will have a period of 21 days to consider the terms of your termination and
that you may and should seek the advice of legal counsel in reviewing such
terms. Should you accept the terms of termination prior to the end of the 21-day
period, you will be deemed to have waived the full 21-day review period. Once
you have accepted the terms of the termination, you will have a seven-day
revocation period to additionally review the terms and revoke your acceptance;
should you not so revoke your acceptance, the terms of your termination will be
effective on the eighth day.
<PAGE> 4
Michael Schmitt
July 31, 2000
Page 4
If the foregoing is an accurate reflection of the terms of your continuing
employment for the one year period and the ultimate termination of employment
with J.D. Edwards, please so indicate by signing on the line provided below and
returning one copy to J.D. Edwards.
Very truly yours,
J.D. EDWARDS & COMPANY
/s/ Skip Paterson
-------------------------
Skip Paterson
Vice President, Human Resources
Accepted this 31st day of July, 2000.
/s/ Michael Schmitt
-------------------------
<PAGE> 5
Michael Schmitt
July 31, 2000
Page 5
DIRECT COMPETITORS
OF
J.D. EDWARDS & COMPANY
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