Employment Agreement - Digital Insight Corp. and Tom Bollum
[DIGITAL INSIGHT LETTERHEAD]
July 20, 2000
Tom Bollum
[Address]
Dear Tom:
Welcome to the Digital Insight family! We are all very excited about joining
together our complementary industry expertise to create an organization
positioned as the clear leader in providing Internet and outsourced banking
services to community financial institutions. Together, our combined talents
will enable us to sustain that competitive advantage as we continue to extend
our business model Beyond Internet Banking.
This letter confirms a few details regarding your continued employment with
Digital Insight, contingent upon the completion of the acquisition.
Base Pay
Your salary will be $14,583.33 per month, payable according to the Company's
standard payroll practice and subject to applicable withholding taxes.
Position
Your position title with Digital Insight will be EVP-General Manager and you
will report to John Dorman.
Benefits
You will be entitled, during the term of your employment, to such paid days off,
medical, dental, vision, life insurance, 401(k), ESPP and other employee
benefits as the Company may offer, subject to applicable eligibility
requirements. You will maintain participation in your current benefits programs
through August 31, 2000. Effective September 1, 2000, your benefits will convert
to Digital Insight's AXIS.ABLE Flex Benefits. A detailed AXIS.ABLE Flex Benefits
plan description accompanies this letter, and future communications will be
forthcoming for the open enrollment process.
Incentive Compensation
You will be eligible to participate in Digital Insight's Management Incentive
Program with targeted bonus compensation equal to 50% of your annual salary in
the form of a lump sum bonus. It will be based on accomplishment of a
combination of company revenue and expense goals and individual performance
objectives. Contingent upon the acquisition close, individual performance
objectives will be established within thirty days post close and documented in
the Management Incentive Program (MIP) plan document.
Stock Option Grant
We are pleased to offer you an Incentive Stock Option (ISO) to purchase 15,000
shares of Digital Insight common stock at the fair market value per share of
such stock on the date of grant. This option grant is effective as of the close
and will be documented by electronic delivery to you and acceptance by you of
the Stock Option Letter Agreement which specifies the terms and conditions of
the grant. You will receive a PIN email from AST Stock Plan which instructs you
to log onto the Digital Insight AST Stock Plan website in order to accept the
option grant. The option will begin to vest on the closing of the acquisition
and will vest 6/48ths after 6 months of employment and continue vesting an
additional 1/48th each month thereafter.
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Confidentiality, Noncompetition and Invention Assignment Agreement
As a condition of your continued employment with Digital Insight, you will be
required to sign the enclosed Employee Nondisclosure Agreement. Digital
Insight's willingness to grant you the stock options referred to above is based
in significant part on your commitment to fulfill the obligations specified in
this agreement.
Employment At Will
You will continue to be an employee-at-will, meaning that either the employee or
the company can terminate the employment relationship at any time for any
reason, with or without cause. Any statements to the contrary that may have been
made to you, or that may be made to you, by the Company, its agents, or
representatives are superseded by this letter.
Additional Provisions
The terms described in this letter represent the terms of your employment at the
close of the acquisition. This letter shall be of no force and effect in the
event the acquisition does not close. It supersedes any previous promises,
representations or understanding relative to any terms and conditions. Any
additions or modifications are not to be considered as part of this offer unless
expressed here in writing and signed by you and an officer of the Company.
Please confirm your understanding and acceptance of these terms by signing both
copies of this letter and both copies of the Employee Nondisclosure Agreement,
retaining one of each for your files and returning the other to Teri Taylor in
Human Resources.
We are very excited about the future of Digital Insight and we look forward to a
long and mutually rewarding working relationship. Please let me know if I can
answer any questions for you about any of the matters outlined in this letter.
Sincerely,
/s/ Dawn Batey
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Dawn Batey
Director of Human Resources
ACCEPTANCE
I understand the terms set forth in this letter and agree to continue my
employment under these terms:
/s/ Tom Bollum July 20, 2000
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Signature Date
Printed Name: Tom Bollum
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