Sample Business Contracts

Employment Agreement - Taleo Corp. and Michael P. Gregoire

Employment Forms

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                                TALEO CORPORATION


      This Agreement is entered into as of March 14, 2005 (the "Effective Date")
by and between Taleo Corporation (the "Company") and Michael P. Gregoire

      1. Duties and Scope of Employment.

            (a) Positions and Duties. As of the Effective Date, Executive will
serve as the Company's President and Chief Executive Officer. Executive will
render such business and professional services in the performance of his duties,
consistent with Executive's position as the most senior executive officer within
the Company, as will reasonably be assigned to him by the Company's Board of
Directors (the "Board"). The period of Executive's employment under this
Agreement is referred to herein as the "Employment Term." The Executive's
services shall be performed at the Company's corporate headquarters in San
Francisco, California.

            (b) Board Membership. At the next Board meeting, Executive will be
appointed to serve as a director of the Company. If the Company's stock becomes
publicly traded, Executive's continued service as a member of the Board will be
subject to the Company's corporate governance policies for the nomination of
directors applicable to all directors and any required stockholder approval.

            (c) Obligations. During the Employment Term, Executive will devote
Executive's full business efforts and time to the Company but the Executive may
serve on up to two other boards of directors, subject to the Board's reasonable
determination that such service does not conflict with his obligations to the
Company. For the duration of the Employment Term, Executive agrees not to
actively engage in any other employment, occupation, or consulting activity for
any direct or indirect remuneration without the prior approval of the Board;
provided, however, that Executive may, without the approval of the Board, serve
in any capacity with any civic, educational, or charitable organization,
provided such services do not interfere with Executive's obligations to Company.

2. At-Will Employment. Executive and the Company agree that Executive's
employment with the Company constitutes "at-will" employment. Executive and the
Company acknowledge that this employment relationship may be terminated at any
time, upon written notice to the other party, with or without good cause or for
any or no cause, at the option either of the Company or Executive. However, as
described in this Agreement, Executive may be entitled to severance benefits
depending upon the circumstances of Executive's termination of employment. Upon
the termination of Executive's employment with the Company for any reason,
Executive will be entitled to payment on his termination date of all accrued but
unpaid salary, vacation, any earned bonuses, expense reimbursements, and other
benefits due to Executive through his termination date under any
Company-provided or paid plans, policies, and arrangements. Executive agrees to
resign from all positions that he holds with the Company, including, without
limitation, his position as a member of the Board, immediately following the
termination of his employment if the Board so requests.


      3. Compensation.

            (a) Base Salary. As of the Effective Date, the Company will pay
Executive an annual salary of $300,000 as compensation for his services (the
"Base Salary"). The Base Salary will be paid periodically in accordance with the
Company's normal payroll practices (but no less frequently than once per month)
and be subject to the usual, required withholding. Executive's salary will be
subject to annual review, and adjustments will be made based upon the Company's
standard practices or the discretion of the Board.

            (b) Annual Bonus. Executive's annual target bonus will be 100% of
Base Salary ("Target Bonus"). Executive's annual bonus will be determined based
upon achievement of performance goals approved by the Board. Executive will have
the opportunity to discuss the nature of such performance goals with the Board
prior to such performance goals being approved by the Board. The Target Bonus
will have a linear payout schedule ranging from 75% to 125% of the Target Bonus
based upon achieving at least 75% of the Executive's performance goals, and
there may be no bonus paid if the threshold performance level is not achieved.
Bonuses, if any, will accrue and become payable in accordance with the
Committee's standard practices for paying executive incentive compensation;
provided, however, Executive's actual bonus earned for any fiscal year will be
paid within 45 days following the end of the Company's fiscal year.

            (c) Equity Compensation. Within fifteen (15) days of the Effective
Date, Executive will be granted the following option to purchase shares of
Company common stock:

                  (i) An option to purchase 3,571,526 shares (2.75% of Company's
currently outstanding capital stock including warrants and options granted or
reserved for issuance in the amount of 129,873,721) of Company Class A common
stock for a per-share exercise price equal to the fair market value of a share
of Company common stock on the date of grant (the "Stock Option"). The Stock
Option will vest over a 4-year period, with 25% of the shares vesting on the
first anniversary of the Effective Date, and 1/48th of the total shares vesting
monthly thereafter, so that all shares will be fully vested four years from the
Effective Date, subject to Executive continuing to remain a "Service Provider"
(as defined in the Company's 1999 Stock Plan, the "Plan") to the Company on each
vesting date;

                  (ii) The Stock Option shall have (x) a ten-year maximum term,
(y) a per common share exercise price of $2.25, and (z) otherwise have the same
terms and conditions as stock options held by other senior executives of the
Company, subject to Section 6. Executive shall be eligible for additional grants
of Company equity (the Stock Option and any other compensatory equity grants to
Executive shall be collectively referred to herein as "Compensatory Equity") as
may be determined by the Board of Directors in its discretion. The Stock Option
shall be issued in reliance upon Rule 701 under the Securities Act of 1933, as
amended. The Stock Option and any other Compensatory Equity granted to Executive
may be exercised (a) with cash, (b) with previously owned Company common shares
and/or (c) if the Company's stock is publicly traded and it is legally
permissible, via a "cashless exercise" program in which payment may be made all
or in part by delivery of an irrevocable direction to a securities broker to
sell common shares and to deliver all or part of the sale proceeds to the
Company in payment of the aggregate option exercise and any applicable tax
withholding obligations relating to the exercised option. Accelerated vesting of
Compensatory Equity may be credited: (x) pursuant to the terms of this Agreement
and in addition


(y) pursuant to the terms of the Plan and any applicable Compensatory Equity
agreement. In the event of any conflict in the express terms between this
Agreement and the Plan and any Compensatory Equity agreement executed by and
between Executive and the Company, the express terms of this Agreement shall
prevail and govern. If the Company's stock becomes publicly traded, then
Executive may elect to establish a trading plan in accordance with Rule 10b5-1
of the Securities Exchange Act of 1934 provided that such trading plan shall be
subject to the reasonable approval of the Board of Directors consistent with
policies established by the Board applicable to all Section 16 officers. Subject
to the preceding provisions of this Section 3(c), the Stock Option will be
subject to the terms, definitions and provisions of the Plan and the stock
option agreements by and between the Executive and the Company (the "Option
Agreement"), all of which documents are incorporated herein by reference.

      4. Employee Benefits. During the Employment Term, Executive will be
eligible to participate in accordance with the terms of all Company employee
benefit plans, policies, and arrangements that are applicable to other senior
executives of the Company, as such plans, policies, and arrangements may exist
from time to time. Executive will be entitled to 4 weeks of paid annual

      5. Expenses. The Company will reimburse Executive for reasonable travel,
entertainment, and other expenses incurred by Executive in the furtherance of
the performance of Executive's duties hereunder, in accordance with the
Company's expense reimbursement policy as in effect from time to time.

      6. Severance.

            (a) Termination Without Cause or Resignation for Good Reason. If
Executive's employment is terminated by the Company without Cause or by
Executive for Good Reason, then, subject to Section 7, Executive will receive:
(i) a lump-sum payment equal to Executive's then annual Base Salary, paid within
30 days of termination of employment, (ii) reimbursement for any applicable
premiums Executive pays to continue coverage for Executive and Executive's
eligible dependents under the Company's health insurance plan for twelve months
after the date of termination, or, if earlier, until Executive is eligible for
similar benefits from another employer (provided Executive validly elects to
continue coverage under applicable law), (iii) a post-termination exercise
period of twelve (12) months, and (iv) immediate vesting of all unvested
Compensatory Equity that would have vested had Executive otherwise remained an
employee for the 12-month period commencing on his termination date.
Notwithstanding clause (iv) of the preceding sentence, upon a Change of Control,
(x) Executive will receive immediate vesting with respect to 50% of all unvested
Stock Options that are then held by Executive, and (y) if a termination
described in the preceding sentence occurs within 60 days before or 18 months
following a Change of Control, Executive will receive (A) a lump-sum payment
equal to Executive's annual Base Salary plus 100% of the annual Target Bonus
amount for the year of termination and (B) immediate vesting with respect to all
unvested Stock Options that are held by an Executive. For purposes of clause (x)
in the preceding sentence, the vesting schedule for Executive's remaining
unvested Stock Options (determined after giving effect to clause (x)) shall be
automatically proportionately adjusted on a grant by grant basis. Purely to
illustrate the mechanics of the preceding sentence, if immediately prior to a
Change of Control there were 150 unvested option shares outstanding which were
vesting at a rate of 8 shares each month, and after giving effect to the
accelerated vesting provisions of


clause (x) 75 of such option shares become vested on an accelerated basis, then
the 75 remaining unvested option shares would thereafter vest at a rate of 4
shares per month. Executive's vested Stock Options will remain exercisable in
accordance with the terms of the 1999 Stock Plan and the corresponding Option
Agreements and thereafter will expire to the extent not exercised.

            (b) Section 280G Gross-up. If any payment or benefit Executive would
receive from the Company and/or pursuant to this Agreement, but determined
without regard to any additional payment required under this Section 6(b),
(collectively, the "Payment") would (x) constitute a "parachute payment" within
the meaning of Section 280G of the Internal Revenue Code of 1986, as amended
(the "Code"), and (y) be subject to the excise tax imposed by Section 4999 of
the Code or any interest or penalties payable with respect to such excise tax
(such excise tax, together with any such interest and penalties, are hereinafter
collectively referred to as the "Excise Tax"), then Executive will be entitled
to receive from the Company an additional payment (the "Gross-Up Payment," and
any iterative payments pursuant to this paragraph also shall be "Gross-Up
Payments") in an amount that shall fund the payment by Executive of any Excise
Tax on the Payment, as well as all income and employment taxes on the Gross-Up
Payment, any Excise Tax imposed on the Gross-Up Payment and any interest or
penalties imposed with respect to income and employment taxes imposed on the
Gross-Up Payment. For this purpose, all income taxes will be assumed to apply to
Executive at the highest marginal rate. Notwithstanding the foregoing, the total
amount paid as Gross-Up Payments will not exceed $2,000,000. Any Gross-Up
Payment shall be paid to Executive, or for his benefit, within 15 days following
receipt by the Company of the report of the accounting firm described below (or
any determination by the Internal Revenue Service that Excise Taxes are owed, if

      The accounting firm engaged by the Company for general audit purposes as
of the day prior to the effective date of the Change of Control shall perform
the foregoing calculations. If the accounting firm so engaged by the Company is
also serving as accountant or auditor for the individual, entity or group which
will control the Company upon the occurrence of a Change of Control, the Company
shall appoint a nationally recognized accounting firm other than the accounting
firm engaged by the Company for general audit purposes to make the
determinations required hereunder. The Company shall bear all expenses with
respect to the determinations by such accounting firm required to be made

      The accounting firm engaged to make the determinations hereunder shall
provide its calculations, together with detailed supporting documentation, to
the Company and Executive within thirty calendar days after the date on which
such accounting firm has been engaged to make such determinations or such other
time as requested by the Company or Executive. If the accounting firm determines
that no Excise Tax is payable with respect to a Payment, it shall furnish the
Company and Executive with an opinion reasonably acceptable to Executive that no
Excise Tax will be imposed with respect to such Payment. Any good faith
determinations of the accounting firm made hereunder shall be final, binding,
and conclusive upon the Company and Executive. Notwithstanding the foregoing, if
the Internal Revenue Service determines that Excise Taxes are owed, the Company
shall promptly pay the Gross-up Payment to Executive subject to the maximum set
forth in Section 6(b) above.

            (c) Voluntary Termination without Good Reason; Termination for
Cause. If Executive's employment with the Company terminates voluntarily by
Executive without Good


Reason or is terminated for Cause by the Company, then (i) all further vesting
of Executive's outstanding Stock Options will terminate immediately, (ii) all
payments of compensation by the Company to Executive hereunder will terminate
immediately (except as to amounts already earned), (iii) Executive will be paid
all accrued but unpaid salary, vacation, any earned bonuses, expense
reimbursements and other benefits due to Executive through his termination date
under any Company-provided or paid plans, policies, and arrangements, and (iv)
Executive will be eligible for severance benefits only in accordance with the
Company's then established policies and practices.

            (d) Termination due to Death or Disability. If Executive's
employment terminates by reason of death or Disability, then (i) Executive will
be entitled to receive benefits only in accordance with the Company's then
applicable plans, policies, and arrangements, and (ii) subject to Section 3(c),
Executive's outstanding Compensatory Equity awards will terminate in accordance
with the terms and conditions of the applicable award agreement(s).

            (e) Sole Right to Severance. This Agreement is intended to represent
Executive's sole entitlement to severance payments and benefits in connection
with the termination of his employment. To the extent Executive receives
severance or similar payments and/or benefits under any other Company plan,
program, agreement, policy, practice, or the like, severance payments and
benefits due to Executive under this Agreement will be correspondingly reduced
(and vice-versa).

      7. Conditions to Receipt of Severance; No Duty to Mitigate.

            (a) Separation Agreement and Release of Claims. The receipt of any
severance pursuant to Section 6 will be subject to Executive signing and not
revoking a separation agreement and release of claims in a form reasonably
acceptable to the Company. Such agreement will provide (among other things) that
Executive will not disparage the Company, its directors, or its executive
officers for 12 months following the date of termination and the Company will
instruct its officers and directors not to disparage the Executive. No severance
will be paid or provided until the separation agreement and release agreement
becomes effective.

            (b) No Duty to Mitigate. Executive will not be required to mitigate
the amount of any payment contemplated by this Agreement, nor will any earnings
that Executive may receive from any other source reduce any such payment.

            (c) Nonsolicitation. In the event of a termination of Executive's
employment that otherwise would entitle Executive to the receipt of severance
pursuant to Section 6, Executive agrees that, during the 12-month period
following termination of employment, Executive, directly or indirectly, whether
as employee, owner, sole proprietor, partner, director, founder or otherwise,
will not solicit, induce, or influence any person to modify his or her
employment or consulting relationship with the Company except for any individual
whose employment with the Company has been terminated for a period of six months
or longer (the "No-Inducement"). If Executive breaches the No-Inducement, all
continuing payments and benefits to which Executive otherwise may be entitled
pursuant to Section 6 will cease immediately.

      8. Definitions.

            (a) Cause. For purposes of this Agreement, "Cause" means (i)
Executive's conviction of, or plea of nolo contendere to, a felony, (ii)
Executive's repeated failure to follow


lawful, reasonable instructions of the Board, (iv) Executive's violation or
breach of any fiduciary or contractual duty to the Company which results in
material damage to the Company or its business; provided that if any of the
foregoing events is capable of being cured, the Company will provide written
notice to Executive describing the nature of such event and Executive will
thereafter have 30 days to cure such event (including the opportunity to present
his case to the full Board with the assistance of his own counsel). The
foregoing shall not be deemed an exclusive list of all acts or omissions that
the Company may consider as grounds for the termination of Executive's
employment, but it is an exclusive list of the acts or omissions that shall be
considered "Cause" for the termination of Executive's employment by the Company.
Executive shall continue to receive the compensation and benefits provided by
this Agreement during the 30 day period after he receives the written notice of
the Company's intention to terminate his employment for Cause.

            (b) Change of Control. For purposes of this Agreement, "Change of
Control" means (i) a sale of all or substantially all of the Company's assets,
(ii) any merger, consolidation, or other business combination transaction of the
Company with or into another corporation, entity, or person, other than a
transaction in which the holders of at least a majority of the shares of voting
capital stock of the Company outstanding immediately prior to such transaction
continue to hold (either by such shares remaining outstanding or by their being
converted into shares of voting capital stock of the surviving entity) a
majority of the total voting power represented by the shares of voting capital
stock of the Company (or the surviving entity) outstanding immediately after
such transaction, (iii) the direct or indirect acquisition (including by way of
a tender or exchange offer) by any person, or persons acting as a group, of
beneficial ownership or a right to acquire beneficial ownership of shares
representing a majority of the voting power of the then outstanding shares of
capital stock of the Company, (iv) a contested election of Directors, as a
result of which or in connection with which the persons who were Directors
before such election or their nominees cease to constitute a majority of the
Board, (v) a dissolution or liquidation of the Company or (vi) any definition
provided by the Plan.

            (c) Disability. For purposes of this Agreement, Disability shall
have the same defined meaning as in the Company's long-term disability plan.

            (d) Good Reason. For purposes of this Agreement, "Good Reason" means
the occurrence of any of the following without Executive's express written
consent: (i) a reduction in Executive's position or duties other than a
reduction in position or duties solely by virtue of the Company being acquired
and made part of a larger entity so long as Executive continues in his same role
on an adjusted basis serving as the highest ranking employee in a division or
subsidiary with no material reduction in the Executive's operational
responsibilities and duties in effect prior to the Change of Control, rather
than as CEO of the successor entity, (ii) a reduction in Executive's Base Salary
or Target Bonus other than a one-time reduction that in the aggregate does not
exceed 10% that also is applied to substantially all of the Company's other
senior executives, (iii) relocation of Executive's primary place of business for
the performance of his duties to the Company to a location that is more than 30
miles from its location as of the Effective Date, or (iv) any material breach or
material violation of a material provision of this Agreement by the Company (or
any successor to the Company).

      9.Indemnification and Insurance. Executive will be covered under the
Company's insurance policies and, subject to applicable law, will be provided
indemnification to the maximum


extent permitted by the Company's bylaws, Certificate of Incorporation, and
standard form of Indemnification Agreement, with such insurance coverage and
indemnification to be in accordance with the Company's standard practices for
senior executive officers but on terms no less favorable than provided to any
other Company senior executive officer or director.

      10. Confidential Information. Executive agrees to execute the Company's
standard form of employee confidential information agreement (the "Confidential
Information Agreement") upon commencement of employment. During the Employment
Term, Executive further agrees to execute any updated versions of the
Confidential Information Agreement (any such updated version also referred to as
the "Confidential Information Agreement") as may be required of substantially
all of the Company's executive officers.

      11. Assignment. This Agreement will be binding upon and inure to the
benefit of (a) the heirs, executors, and legal representatives of Executive upon
Executive's death and (b) any successor of the Company. Any such successor of
the Company will be deemed substituted for the Company under the terms of this
Agreement for all purposes. For this purpose, "successor" means any person,
firm, corporation, or other business entity which at any time, whether by
purchase, merger, or otherwise, directly or indirectly acquires all or
substantially all of the assets or business of the Company. None of the rights
of Executive to receive any form of compensation payable pursuant to this
Agreement may be assigned or transferred except by will or the laws of descent
and distribution. Any other attempted assignment, transfer, conveyance, or other
disposition of Executive's right to compensation or other benefits will be null
and void.

      12. Notices. All notices, requests, demands, and other communications
called for hereunder will be in writing and will be deemed given (a) on the date
of delivery if delivered personally, (b) one day after being sent by a well
established commercial overnight service, or (c) four days after being mailed by
registered or certified mail, return receipt requested, prepaid and addressed to
the parties or their successors at the following addresses, or at such other
addresses as the parties may later designate in writing:

            If to the Company:

            Attn: Chairman of the Board of Directors
            Taleo Corporation
            575 Market Street
            San Francisco, CA 94105

            If to Executive:

            at the last residential address known by the Company as provided by
            Executive in writing.

      13. Severability. If any provision hereof becomes or is declared by a
court of competent jurisdiction to be illegal, unenforceable, or void, this
Agreement will continue in full force and effect without said provision.


      14. Arbitration.

            (a) General. In consideration of Executive's service to the Company,
its promise to arbitrate all employment related disputes, and Executive's
receipt of the compensation, pay raises, and other benefits paid to Executive by
the Company, at present and in the future, Executive agrees that any and all
controversies, claims, or disputes with anyone (including the Company and any
employee, officer, director, shareholder, or benefit plan of the Company in
their capacity as such or otherwise) arising out of, relating to, or resulting
from Executive's service to the Company under this Agreement or otherwise or the
termination of Executive's service with the Company, including any breach of
this Agreement, will be subject to binding arbitration under the Arbitration
Rules set forth in California Code of Civil Procedure Section 1280 through
1294.2, including Section 1283.05 (the "Rules") and pursuant to California law.
Disputes which Executive agrees to arbitrate, and thereby agrees to waive any
right to a trial by jury, include any statutory claims under state or federal
law, including, but not limited to, claims under Title VII of the Civil Rights
Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination
in Employment Act of 1967, the Older Workers Benefit Protection Act, the
California Fair Employment and Housing Act, the California Labor Code, claims of
harassment, discrimination, or wrongful termination, and any statutory claims.
Executive further understands that this Agreement to arbitrate also applies to
any disputes that the Company may have with Executive.

            (b) Procedure. Executive agrees that any arbitration will be
administered by the American Arbitration Association ("AAA") and that a neutral
arbitrator will be selected in a manner consistent with its National Rules for
the Resolution of Employment Disputes. The arbitration proceedings will be held
in San Francisco County, California and will allow for discovery according to
the rules set forth in the National Rules for the Resolution of Employment
Disputes or California Code of Civil Procedure. Executive agrees that the
arbitrator will have the power to decide any motions brought by any party to the
arbitration, including motions for summary judgment and/or adjudication and
motions to dismiss and demurrers, prior to any arbitration hearing. Executive
agrees that the arbitrator will issue a written decision on the merits.
Executive understands the Company will pay for any administrative or hearing
fees charged by the arbitrator or AAA except that Executive will pay the first
$200.00 of any filing fees associated with any arbitration Executive initiates.
Executive agrees that the arbitrator will administer and conduct any arbitration
in a manner consistent with the Rules and that to the extent that the AAA's
National Rules for the Resolution of Employment Disputes conflict with the
Rules, the Rules will take precedence.

            (c) Remedy. Except as provided by the Rules, arbitration will be the
sole, exclusive, and final remedy for any dispute between Executive and the
Company. Accordingly, except as provided for by the Rules, neither Executive nor
the Company will be permitted to pursue court action regarding claims that are
subject to arbitration. Notwithstanding, the arbitrator will not have the
authority to disregard or refuse to enforce any lawful Company policy, and the
arbitrator will not order or require the Company to adopt a policy not otherwise
required by law which the Company has not adopted.

            (d) Availability of Injunctive Relief. In addition to the right
under the Rules to petition the court for provisional relief, Executive agrees
that any party also may petition the court for injunctive relief where either
party alleges or claims a violation of this Agreement or the


Confidentiality Agreement or any other agreement regarding trade secrets,
confidential information, nonsolicitation or Labor Code Section 2870.

            (e) Administrative Relief. Executive understands that this Agreement
does not prohibit Executive from pursuing an administrative claim with a local,
state, or federal administrative body such as the Department of Fair Employment
and Housing, the Equal Employment Opportunity Commission, or the workers'
compensation board. This Agreement does, however, preclude Executive from
pursuing court action regarding any such claim.

            (f) Voluntary Nature of Agreement. Executive acknowledges and agrees
that Executive is executing this Agreement voluntarily and without any duress or
undue influence by the Company or anyone else. Executive further acknowledges
and agrees that Executive has carefully read this Agreement and that Executive
has asked any questions needed for Executive to understand the terms,
consequences, and binding effect of this Agreement, including that Executive is
waiving Executive's right to a jury trial. Finally, Executive agrees that
Executive has been provided an opportunity to seek the advice of an attorney of
Executive's choice before signing this Agreement.

      15. Legal and Tax Expenses. The Company will directly pay Executive's
counsel up to $10,000 for reasonable legal and tax advice expenses incurred in
connection with the negotiation and execution of this Agreement. Such payment
shall be made in full within 30 days after the Company's receipt of any
applicable invoices.

      16. Integration. This Agreement represents the entire agreement and
understanding between the parties as to the subject matter herein and supersedes
all prior or contemporaneous agreements whether written or oral. No waiver,
alteration, or modification of any of the provisions of this Agreement will be
binding unless in a writing that specifically references this Section and is
signed by duly authorized representatives of the parties hereto.

      17. Waiver of Breach. The waiver of a breach of any term or provision of
this Agreement, which must be in writing, will not operate as or be construed to
be a waiver of any other previous or subsequent breach of this Agreement.

      18. Survival. The Confidential Information Agreement, the Company's and
Executive's responsibilities under Sections 6, 7, 9, 12, 14 and 15 will survive
the termination of this Agreement.

      19. Headings. All captions and section headings used in this Agreement are
for convenient reference only and do not form a part of this Agreement.

      20. Tax Withholding. All payments made pursuant to this Agreement will be
subject to withholding of applicable taxes.

      21. Governing Law. This Agreement will be governed by the laws of the
State of California (with the exception of its conflict of laws provisions).

      22. Acknowledgment. Executive acknowledges that he has had the opportunity
to discuss this matter with and obtain advice from his private attorney, has had
sufficient time to, and has carefully read and fully understands all the
provisions of this Agreement, and is knowingly and voluntarily entering into
this Agreement.


      23. Counterparts. This Agreement may be executed in counterparts, and each
counterpart will have the same force and effect as an original and will
constitute an effective, binding agreement on the part of each of the


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



By:   /s/Louis Tetu                               Date: March 8, 2005

Title: Chairman of the Board


        /s/Michael P. Gregoire                    Date: March 8, 2005
Michael P. Gregoire