Sample Business Contracts

Severance Agreement - Phoenix Technologies Ltd. and John M. Greeley

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                               SEVERANCE AGREEMENT

This Severance Agreement (the "Agreement") is made and entered into effective as
of January 4, 2001, by and between John M. Greeley (the "Executive") and Phoenix
Technologies Ltd., a Delaware corporation (the "Company").


A.  Management of the Company believes that it is in the best interest of the
    Company and its stockholders to provide the Executive with certain severance
    benefits should Executive's employment with the Company terminate under
    certain circumstances. Such benefits will provide Executive with enhanced
    financial security and with sufficient incentive and encouragement for
    Executive to remain with the Company.

B.  To accomplish the foregoing objectives, the Company will, upon execution of
    this Agreement by the parties, agree to the terms provided herein.

C.  Certain capitalized terms used in the Agreement are defined in Section 7


    In consideration of the mutual covenants herein contained, and in
consideration of the continuing employment of Executive by the Company, the
parties agree as follows:

    1.  Duties and Scope of Employment. The Company currently employs Executive
        as Senior Vice President and Chief Financial Officer. The Executive
        shall comply with and be bound by the Company's operating policies,
        procedures and practices from time to time in effect during his
        employment. Executive shall continue to devote his full time, skill and
        attention to her duties and responsibilities, and shall perform them
        faithfully, diligently and competently, and the Executive shall use his
        best efforts to further the business of the Company and its affiliated

    2.  Base Compensation. The Company shall continue to pay Executive as
        compensation for his services a base salary in accordance with normal
        Company payroll practices ("Base Compensation"). The Base Compensation
        may be increased from time to time, in which case the "Base
        Compensation" will refer to the base salary earned by Executive at the
        time in question.

    3.  Executive Benefits. The Executive shall be eligible to participate in
        the employee benefit plans and executive compensation programs
        maintained by the Company applicable to other key executives of the
        Company, including (without limitation) retirement plans, savings or
        profit-sharing plans, stock options, incentive or other bonus plans,
        life, disability, health, accident and other insurance programs, paid
        vacations, and similar plans or programs, subject in each case to the
        generally applicable terms and conditions of the applicable plan or
        program in question and to the sole determination of the Board or any
        committee administering such plan or program.


    (a) Stock Option Grants. Executive will receive an annual grant of stock
        options during the term of this Agreement in a manner and under terms
        that are consistent with grants made to other executives of the Company.

    (b) Bonus Eligibility and Payment. Executive is currently eligible to
        receive a bonus based on application of the terms of the executive bonus
        plan (i.e. if the Company fails to meet minimum financial objectives or
        Executive fails to complete personal objectives under the plan, no bonus
        will be paid). Such bonus, if any, will be paid to Executive at
        approximately the same time other Company Executives receive their

4.  Term of Agreement. The terms of this Agreement shall terminate on the date
    that all obligations of the parties hereunder have been satisfied. A
    termination of the terms of this Agreement pursuant to this Section shall be
    effective for all purposes.

5.  Severance Benefits.

    (a) Termination Not for Cause. If the Company terminates Executive's
        employment for any reason other than Cause, or terminates Executive by
        Constructive Termination as defined in this Agreement, the Executive
        shall be entitled to receive the following severance benefits:

        (i) Severance Payments.

            (1) Guaranteed Severance Payments. Subject to Executive entering
                into a Release of Claims (in a form substantially similar to the
                release of claims attached as Exhibit A), Executive shall be
                entitled to receive severance payments for twelve (12) months
                from the date of termination at Executive's then current base
                salary, which may be greater than, but will not be less than the
                Base Compensation (the "Guaranteed Severance Payment"). The
                Guaranteed Severance Payment will be paid to Executive in
                accordance with the Company's standard payroll practices. Upon
                termination, Executive will also be entitled to receive a pro
                rate portion of his then current targeted bonus for the fiscal
                year following his termination as described in Section 3(b)(ii).

            (2) Contingent Severance Payments. If Executive has not secured
                Reemployment as of the end of the twelve (12) month period,
                Executive shall be eligible to receive an additional six (6)
                months of Base Compensation, also paid in accordance with the
                Company's standard payroll practices ("Contingent Severance
                Payments"). The Contingent Severance Payments shall discontinue
                upon Executive notifying Company of Re-Employment.


       (ii) Medical Benefits. The Company, at the Company's sole expense, shall
            provide Executive (and, if applicable, his eligible dependents) with
            the same level of health coverage and benefits as in effect for
            Executive (and, if applicable, his eligible dependents) on the day
            immediately preceding the day of the Executive's termination of
            employment (the "Company-Paid Coverage"); provided, however, that
            (i) Executive and each eligible dependent constitutes a qualified
            beneficiary, as defined in Section 4980B(g)(1) of the Internal
            Revenue Code of 1986, as amended (collectively, "Qualified
            Beneficiaries"); (ii) each Qualified Beneficiary elects continuation
            coverage under the Consolidated Omnibus Budget Reconciliation Act of
            1985, as amended ("COBRA"), within the time period prescribed
            pursuant to COBRA; and (iii) if the health coverage is no longer
            offered by the Company to its current employees, then the Company
            shall be under no obligation to continue the existing coverage for
            Executive (and, if applicable, his eligible dependents). Such
            Company-Paid Coverage shall continue in effect for each Qualified
            Beneficiary until the earlier of (i) the Qualified Beneficiary is no
            longer eligible to receive continuation coverage under COBRA, or
            (ii) eighteen (18) months following termination of employment
            pursuant to Section 5(a).

       (iii)Change in Control. In the event the Company undergoes a Change in
            Control, or other material event in that the Company or Key
            Executive's position undergoes a material change as a result of the
            material event, Key Executive's stock options will accelerate
            vesting such that fifty percent (50%) of the options will vest at
            the completion of the Change in Control, or material event, and the
            remaining fifty percent (50%) will vest 90 days thereafter. If there
            is an inconsistency between this Agreement and the Company's Stock
            Option Plan or a Stock Option Agreement, the terms of this Agreement
            shall prevail.

(b) Voluntary Resignation; Termination For Cause. If the Executive voluntarily
    resigns from the Company, or if the Company terminates the Executive's
    employment for Cause, then the Executive shall not be entitled to receive
    severance or other benefits pursuant to this Agreement. However, Executive
    shall remain eligible for the severance and other benefits (if any) as may
    then be available under the Company's then existing severance and benefits
    plans and policies at the time of Executive's termination.

(c) Disability; Death. If the Company terminates the Executive's employment as a
    result of the Executive's Disability or if the Executive's employment
    terminates due to the death of the Executive, then the Executive shall not
    be entitled to receive severance or other benefits pursuant to this
    Agreement. However, Executive shall remain eligible for those severance and
    other benefits (if any) as may be available under the Company's then
    existing severance and benefit plans and policies at the time of Executive's
    termination or death.


6.  Covenants Not to Compete and Not to Solicit.

    (a) Upon the termination of the Executive's employment with the Company
        pursuant to Section 5(a) and for a period of eighteen (18) months
        thereafter, Executive agrees that he shall not, on his own behalf, or as
        owner, manager, advisor, principal, agent, partner, consultant,
        director, officer, stockholder, or employee of any business entity, or
        otherwise in any territory in which the Company is actively engaged in
        business (i) open or operate any business which is in competition with
        any business of the Company, (ii) act as an employee, agent, advisor or
        consultant or any competitor of the Company, (iii) solicit or accept
        business from any of the Company's competitors, (iv) take any action to
        or do anything reasonably intended to divert business from the Company
        or influence or attempt to influence any existing customers of the
        Company to cease doing business with the Company or to alter its
        business relationship with the Company, or (v) take any action or do
        anything reasonably intended to influence any suppliers of the Company
        to cease doing business with the Company or to alter its business
        relationship with the Company. Executive further covenants and agrees
        that he will not for himself or on behalf of any other person,
        partnership, firm, association or corporation in any territory served by
        the Company, directly or indirectly solicit or accept business from any
        of the Company's existing customers for the purchase or sale of products
        or services of a like kind to those sold or provided the Company. The
        foregoing covenant shall not be deemed to prohibit Executive from
        acquiring an investment not more than one percent (1%) of the capital
        stock of a competing business, whose stock is traded on a national
        securities exchange or through the automated quotation system of a
        registered securities association.

    (b) Upon the termination of the Executive's employment with the Company
        pursuant to Section 5(a) and for a period of eighteen (18) months
        thereafter, Executive agrees that he shall not either directly or
        indirectly solicit, induce, attempt to hire, recruit, encourage, take
        away, hire any employee of the Company or cause any employee of the
        Company to leave his or her employment either for Executive or for any
        other entity or person.

    (c) Executive represents that he (i) is familiar with the foregoing
        covenants not to compete and not to solicit, and (ii) is fully aware of
        his obligations hereunder, including, without limitation, the
        reasonableness of the length of time, scope and geographic coverage of
        these covenants.

    (d) Company will respond within two weeks to any written request by
        Executive to exclude a particular company or business entity from the
        scope of this Section 6. Company will not unreasonably deny such a
        request. The parties agree that a passive financial investment by
        Executive in a third party will not constitute competition within the
        scope of this Section 6.


7.  Definition of Certain Terms. The following terms referred to in the
    Agreement shall have the following meanings for the purposes of this
    Agreement only:

    (a) Cause. "Cause" shall mean (i) any act of personal dishonesty taken by
        the Executive in connection with his responsibilities as an Executive
        and intended to result in substantial personal enrichment of the
        Executive, (ii) conviction of a felony that is injurious to the Company,
        (iii) a willful act by the Executive which constitutes gross misconduct
        and which results in material injury to the Company, and (iv) continued
        violations by the Executive of the Executive's obligations under Section
        1 of this Agreement that are demonstrably willful and deliberate on the
        Executive's part after which describes the basis for the Company's
        belief that the Executive has not substantially performed his duties.

    (b) Constructive Termination. "Constructive Termination" shall mean any of
        the following: (i) any material reduction in compensation, including
        bonus, unless such a reduction is applied to all members of the
        Company's executive officers or members of the Chief Executive's staff;
        (ii) reduction of Executive's title or (iii) material reduction in
        Executive's responsibilities.

    (c) Disability. "Disability" shall mean that Executive has been unable to
        perform his duties under this Agreement as the result of his
        incapacity due to physical or mental illness, and such inability, at
        least ninety (90) days after its commencement, is determined to be total
        and permanent by a physician selected by the Company or its insurers and
        acceptable to the Executive or the Executive's legal representative
        (such Agreement as to acceptability not to be unreasonably withheld).
        Termination resulting from Disability may only be effected after at
        least 30 days' written notice by the Company of its intention to
        terminate the Executive's employment. In the event that the Executive
        resumes the performance of substantially all of her duties hereunder
        before the termination of his employment becomes effective, the notice
        of intent to terminate shall automatically be deemed to have been

    (d) Re-employment. "Re-employment" shall mean that the Executive has
        obtained work for compensation from any single employer or client, or
        any group of employers or clients in a cumulative amount greater than
        twenty-four (24) hours per week, or one hundred (100) hours per month.

    (e) Change in Control. "Change in Control" means the occurrence of any of
        the following:

        (i) The consummation of a merger or consolidation of the Company with or
            into another entity or any other corporate reorganization, if more
            than 50% of the combined voting power of the continuing or surviving
            entity's securities outstanding immediately after such merger,
            consolidation or other reorganization is owned by persons who were
            not stockholders of the Company immediately prior to such merger,
            consolidation or other reorganization;


        (ii) The sale, transfer or other disposition of all or substantially all
             of the Company's assets:

        (iii) Any transaction as a result of which any person becomes the
             "beneficial owner" (as defined in Rule 13d-3 under the Exchange
             Act), directly or indirectly, of securities of the Company
             representing at least 20% of the total voting power represented by
             the Company's then outstanding voting securities. For purposes of
             this Paragraph (iii), the term "person" shall have the same meaning
             as when used in sections 13(d) and 14(d) of the Exchange Act but
             shall exclude:

            (A) A trustee or other fiduciary holding securities under an
                employee benefit plan of the Company or a subsidiary of the

            (B) A corporation owned directly or indirectly by the stockholders
                of the Company in substantially the same proportions as their
                ownership of the common stock of the Company.

8.  Successors.

    (a) Company's Successors. Any successor to the Company (whether direct or
        indirect and whether by purchase. Lease, merger, consolidation,
        liquidation or otherwise) to all or substantially all of the Company's
        business and assets shall assume the obligations under this Agreement
        and agree expressly to perform the obligations under this Agreement in
        the same manner and to the same extent as the Company would be required
        to perform such obligations in the absence of a succession. For all
        purposes under this Agreement, the term "Company" shall include any
        successor to the Company's business and assets which executes and
        delivers the assumption agreement described in this Section or which
        becomes bound by the terms of this Agreement by operation of law.

    (b) Executive's Successors. The terms of this Agreement and all rights of
        the Executive hereunder shall inure to the benefit of, and be
        enforceable by, the Executive's personal or legal representatives,
        executors, administrators, successors, heirs, devisees and legatees.

9.  Notice.

    (a) General. Notices and all other communications contemplated by this
        Agreement shall be in writing and shall be deemed to have been duly
        given when personally delivered or when mailed by U.S. registered or
        certified mail, return receipt requested and postage prepaid. In the
        case of the Executive, mailed notices shall be addressed to him at the
        home address that he most recently communicated to the Company in
        writing. In the case of the Company, mailed notices shall be addressed
        to its corporate headquarters, and all notices shall be directed to the
        attention of its Secretary.


        (b) Notice of Termination. Any termination by the Company for Cause
            shall be communicated by a notice of termination to the Executive
            given in accordance with Section 9(a) of this Agreement. Such notice
            shall indicate the specific termination provision in the Agreement
            relied upon, shall set forth in reasonable detail the facts and
            circumstances claimed to provide a basis for termination under the
            provision so indicated, and shall specify the termination date
            (which shall be not more than 15 days after the giving of such

10. Arbitration.

    (a) The Company and Executive agree that any dispute or controversy arising
        out of, relating to, or in connection with this Agreement, the
        interpretation, validity, construction, performance, breach, or
        termination hereof, or any of the matters herein released shall be
        settled by binding arbitration to be held in Santa Clara County,
        California in accordance with the national Rules for the Resolution of
        Employment Disputes then in effect of the American Arbitration
        Association (the "Rules"). The arbitrator may grant injunctions or other
        relief in such dispute or controversy. The decision of the arbitrator
        shall be final, conclusive and binding on the parties to the
        arbitration. Judgment may be entered on the arbitrator's decision in any
        court having jurisdiction.

    (b) The arbitrator(s) shall apply California law to the merits of any
        dispute or claim, without reference to conflicts of law rules. Executive
        hereby consents to the personal jurisdiction of the state and federal
        courts located in California for any action or proceeding arising from
        or relating to this Agreement or relating to any arbitration in which
        the Parties are participants.


11. Miscellaneous Provisions.

    (a) Waiver. No provision of this Agreement shall be modified, waived or
        discharged unless the modification, waiver or discharge is agreed to in
        writing and signed by the Executive and by an authorized officer of the
        Company (other than the Executive). No waiver by either party of any
        breach of, or of compliance with, any condition or provision of this
        Agreement by the other party shall be considered a waiver of any other
        condition or provision or of the same condition or provision at another


          (b)  Whole Agreement. This Agreement constitutes the entire agreement
               of the parties with respect to the subject matter hereof and
               supersedes in its entirety any and all prior undertakings and
               agreements of the Company and Executive with respect to the
               subject matter hereof.

          (c)  Choice of Law. The validity, interpretation, construction and
               performance of this Agreement shall be governed by the internal
               substantive laws but not the choice of law rules of the State of

          (d)  Severability. The invalidity or unenforceability of any provision
               or provisions of this Agreement shall not affect the validity or
               enforceability of any other provision hereof, which shall remain
               in full force and effect.

          (e)  No Assignment of Benefits. The rights of any person to payments
               or benefits under this Agreement shall not be made subject to
               option or assignment, either by voluntary or involuntary
               assignment or by operation of law, including (without limitation)
               bankruptcy, garnishment, attachment or other creditor's process,
               and any action in violation of this Section 11(e) shall be void.

          (f)  Employment Taxes. All payments made pursuant to this Agreement
               will be subject to withholding of applicable income and
               employment taxes.

          (g)  Counterparts. This Agreement may be executed in counterparts,
               each of which shall be deemed an original, but all of which
               together will constitute one and the same instrument.

         IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
the case of the Company by its duly authorized officer, as of the day and year
first above written.


----------------------------------        --------------------------------------
By :  Albert E. Sisto                     John M. Greeley
President and CEO


                                    Exhibit A

In consideration for Executive accepting the benefits under his Severance
Agreement dated January 4, 2001, Executive agrees to release Company of all
claims arising from his employment as set forth below.

Employee hereby forever waives for himself, his attorneys, heirs, executors,
administrators, successors and assigns any claims against Phoenix, including its
subsidiaries, affiliates, insurers, shareholders, officers, directors and
employees (the "Parties Released"), for any action, loss, expense or any damages
arising from any occurrence from the beginning of time until the date of the
signing of this Agreement and arising or in any way resulting from Employee's
employment with Phoenix or the termination thereof. The only exceptions to the
above waiver are claims by Employee under any worker's compensation or
unemployment statutes and any right arising under this Agreement. Employee
represents that he has no current intention to assert any claim on any basis
against the Parties Released. Phoenix releases its claims on intellectual
property created by Employee after the date of execution of this Agreement.

In the event of breach of this Agreement by Phoenix, Employee's exclusive remedy
for such breach shall be limited to the enforcement of the terms of this

COMPANY:                                      PHOENIX TECHNOLOGIES LTD.

                                              By:      Albert E. Sisto
                                              Title:   President and CEO

EXECUTIVE:                                    John M. Greeley