Employment Agreement - Convio Inc. and Sheeraz Haji
January 31, 2007
2855 Telegraph Avenue, Suite 200
Berkeley, CA 94705
We are pleased to formally extend to you this offer of employment as President at Convio, Inc. (the "Company" or "Convio") reporting directly to Gene Austin. As you are aware, Get Active Inc. ("Get Active") has entered into an agreement to merge with Convio (the "Merger Agreement"). This employment offer is contingent on the occurrence of the closing of Convio's acquisition of Get Active (the "Closing"). This offer, if accepted, sets forth the terms of your employment with Convio after the Closing. If you accept this offer, it will take effect immediately following the Closing.
The compensation for this position will include:
In the event that, prior to the first anniversary of the Closing, your employment with Convio is terminated for any reason, whether by Convio or voluntarily by you, Convio shall provide you with the following consideration, provided that you execute and deliver a release to Convio in a form reasonably satisfactory to the Company and provided that, if your termination is voluntary, that it occur pursuant to a mutually agreed-upon transition, with the consent of both parties, not to be unreasonably withheld. You recognize that if there is a voluntary termination prior to June 30, 2007, a longer transition period may be required and agree that you will consent to a transition of up to 90 days and that you will accept those transition duties that are reasonably proposed by the Company. The Company recognizes that if there is a voluntary termination after June 30, 2007, a shorter transition period will be required and agrees that it will limit transition duties to those that you and the Company reasonably agree are required.
In the event that, after the first anniversary of the Closing, your employment with Convio is terminated without Cause, (defined below), or in the event you voluntarily terminate your employment for any reason, then Convio shall:
For purposes of this Agreement, "Cause" shall mean any of the following: (i) fraud or illegal acts; (ii) a material failure to perform your job function to the reasonable standard after notice of such failure has been given to you by the Chief Executive Officer and you have had a 15 business-day period to cure such failure; (iii) your breach of any continuing obligations set forth in any agreements you have signed with Get Active, including but not limited to any nondisclosure or non-solicitation provisions; (iv) your breach of any obligations you have as set forth in the attached Non-Competition and Non-Solicitation Agreement, which you will be required to sign as a condition of the Company entering into the Merger Agreement; or (v) your breach of any obligations you have as set forth in the Company's Confidentiality, Assignment and Non-Solicitation Agreement (the "Proprietary Information Agreement"), which you will be required to sign as a condition of employment with the Company.
Your employment pursuant to this offer is contingent upon your execution of the attached Proprietary Information Agreement and the attached the Non-Competition and Non-Solicitation Agreement. Because you are a beneficial owner of shares of capital stock of Get Active and a key employee, your agreement to the Non-Competition and Non-Solicitation Agreement is not only a requirement of your employment with Convio, but also is a material term in Convio's agreement to acquire Get Active.
Like other Convio employees, except as set forth above, your employment with the Company is "at-will," which means that your employment is for no specific period of time and either you or the Company may terminate your employment relationship at any time for any reason, with or without cause. This is the full and complete agreement between us on this term. Although your job duties, title, compensation and benefits, as well as the Company's personnel policies and procedures, may change from time-to-time, the at-will nature of your employment may only be changed in a document signed by you and the Chief Executive Officer of the Company that sets forth a specific term of employment or that states that your employment may he terminated only for cause.
This letter, and the agreements attached hereto and referenced herein, set forth the entire agreement between you and the Company regarding the terms of your employment with the Company and supersede any prior representations, agreements, and understandings between you and any employee or representative of the Company whether written or oral, including but not limited to any and all prior employment agreements or offer letters. Any modification to this agreement, other than the provisions regarding at-will employment which may only be altered by written agreement signed by the Company's Chief Executive Officer, shall be in writing, signed by you and a duly authorized officer
of the Company. This agreement shall be construed and interpreted in accordance with the laws of the state of Texas.
Please sign below to accept the terms of this offer. This offer will automatically expire if not signed and returned to me on or before February 15, 2007.
Sheeraz, we are looking forward to having you on the Convio team! If there are any questions I can answer for you, please feel free to contact me via phone or e-mail.
/s/ Angie McDermott
VP, Human Resources
/s/ Gene Austin
|Attachments:||Confidentiality, Assignment and Non-Solicitation Agreement|
|Non-Competition and Non-Solicitation Agreement|
I have read and understand the terms of the offer set out above. As indicated by my signature below, I accept this employment offer as outlined above. By signing below, I agree that no further promises or commitments were made to me regarding my employment with the Company except as set forth in this offer letter and any attachments hereto.
/s/ Sheeraz Haji