Employment Agreement - Digital Insight Corp. and Drew Hyatt
[Digital Insight Letterhead]
October 8, 2001
Drew Hyatt
[Address]
Dear Drew:
We are pleased to offer you the position with Digital Insight Corporation (the
"Company" or "Digital Insight") of Senior Vice President, Internet Banking
Client Services commencing on Monday October 15, 2001. In this capacity you
will report to Dale Walker, President & Chief Operating Officer. You will be
classified as an exempt, full time employee and receive an annual salary of
$200,000, which will be paid in accordance with the Company's normal pay
procedures. Also, Digital Insight will provide a non-recourse, interest-free
loan of $171,760, to assist you with relocation expenses. The loan will be
issued during the first payroll cycle after your start date and will be
evidenced by a promissory note similar to the one attached hereto. The
principal amount of the loan will be forgiven in equal annual amounts over a
three (3) year period as specified in the terms and conditions of the promissory
note. Additionally, you will be eligible to participate in the Company's 2002
executive incentive program with targeted bonus compensation equal to 50% of
your annual salary subject to the terms and conditions of the program. For
fiscal year 2002, you will receive a guaranteed minimum amount of $40,000, paid
in equal quarterly amounts per the normal plan payout schedule. The amount of
the bonus award beyond the guaranteed minimum amount is subject to the sole
discretion of the Company Board of Directors, based upon performance targets for
the Company.
In addition, the Company will reimburse you through its standard business
expense process for the direct cost of moving household goods, including the
cost of insuring those goods, up to a maximum of $8,000. Further, the cost of
temporary housing up to $2,100 per month for three months and the reasonable
cost of travel between Calabasas and Walnut Creek for you and your wife during
the relocation process will be reimbursed through the standard business expense
process, subject to the approval of the President & Chief Operating Officer as
provided by that process.
Subject to Board approval, you will be granted a stock option to purchase
125,000 shares of Digital Insight Common Stock. The exercise price of the option
will be the fair market value on your hire date, which is equal to the Nasdaq
closing price of our stock on the previous trading day. The shares underlying
the option will vest over a 48-month period with 25% vesting 12 months after
your date of hire and 1/48th of the total grant vesting monthly thereafter. The
stock option grant is subject to the terms and conditions of our stock option
plan and will be documented separately by our standard stock option agreement.
In the event of a "Change in Control" of the Company, 50% of the remaining
unvested shares underlying your option as of that date will be immediately
vested. As used in this offer, a "Change in Control" shall mean any of the
following transactions to which the Company is a party:
(i) a merger or consolidation in which the Company is not the surviving
entity, except for (A) a transaction the principal purpose of which
is to change the state of the Company's incorporation, or (B) a
transaction in which the Company's stockholders immediately prior to
such merger or consolidation hold (by virtue of securities received
in exchange for their shares in the Company) securities of the
surviving entity representing more than fifty percent (50%) of the
total voting power of such entity immediately after such transaction;
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(ii) the sale, transfer or other disposition of all or substantially all
of the assets of the Company unless the Company's stockholders
immediately prior to such sale, transfer or other disposition hold
(by virtue of securities received in exchange for their shares in the
Company) securities of the purchaser or other transferee representing
more than fifty percent (50%) of the total voting power of such
entity immediately after such transaction; or
(iii) any reverse merger in which the Company is the surviving entity but
in which the Company's stockholders immediately prior to such merger
do not hold (by virtue of their shares in the Company held
immediately prior to such transaction) securities of the Company
representing more than fifty percent (50%) of the total voting power
of the Company immediately after such transaction. Notwithstanding
the foregoing, in the event the acceleration of the vesting of your
option upon a Change in Control would prevent an acquisition from
being treated as a "pooling-of-interests" for financial accounting
purposes by the surviving entity, and such treatment is a condition
to the acquisition, the foregoing benefits will be equitably adjusted
to the extent necessary to effectuate such pooling-of-interests
treatment.
You will be eligible to receive Company benefits enjoyed by all Digital Insight
employees in accordance with the eligibility terms and conditions of these
programs. As an executive officer of the Company you will be exempt from the
normal limits on paid time off that are defined in the Employee Handbook, and
the Company will not accrue paid time off for you. It is expected that you will
take paid time off as needed and at your discretion, subject only to the
approval of the President/Chief Operating Officer. Participation in the
Company's AXIS.ABLE Flex Benefits program will be effective on the first of the
month following 30 days of employment. These programs will be reviewed with you
in detail during your new hire orientation.
As a condition of your employment with Digital Insight, you will be required to
sign an employee Nondisclosure Agreement which requires, among other provisions,
the assignment of patent and other intellectual property rights to any invention
made during your employment at the Company and non-disclosure of proprietary
information. You agree that, during the term of your employment with the
Company, you will not engage in any other employment, occupation, consulting or
other business activity directly related to the business in which the Company is
now involved or becomes involved during the term of your employment, nor will
you engage in any other activities that conflict with your obligations to the
Company. As an employee of the Company, you will also be expected to abide by
other Company rules, regulations and policies and acknowledge in writing that
you have read the Company's Employee Handbook (once it has been made available
to you). Employment is also conditioned upon satisfactory results on a
background investigation.
For purposes of federal immigration law, you will be required to provide proof
of eligibility to work in the United States. Such documentation must be provided
to us within three (3) business days of your date of hire, or our employment
relationship with you may be terminated.
For clarification and the protection of both you and the Company, this letter
represents the sole agreement between you and Digital Insight. It constitutes
and expresses the entire agreement regarding your employment. Any previous
promises, representations or understanding relative to any terms and conditions
are not to be considered as part of this offer unless expressed here in writing.
It is understood that employment is at the mutual consent of the employee and
the Company. Accordingly, either the employee or the Company can terminate the
employment relationship at will, at any time, with or without cause or advance
notice, and without further obligation.
If your employment with the Company is terminated without "Cause" after three
months but before twelve months of employment, the Company will provide salary
and benefits continuation for a period of up to six (6) months from the
termination date, ending no earlier than the one year anniversary of your date
of hire. For purposes of the foregoing sentence, the term "Cause" shall mean:
(i) the conviction of any felony or any crime involving moral turpitude or
dishonesty; (ii) participation in a fraud or act of dishonesty against the
Company which adversely affects the Company in a material way; (iii) willful
breach of the Company's rules, regulations and policies which adversely affects
the Company in a material way; (iv) causing intentional damage to the
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Company's property or business; (v) conduct which constitutes gross
insubordination; or (vi) habitual neglect of duties; provided that the action or
conduct described in clauses (iii), (v) and (vi) above will constitute "Cause"
only if such action or conduct continues after the Company has provided Employee
with written notice thereof and a reasonable opportunity (to be not less than 30
days nor more than 90 days) to cure the same. For the above purposes, a
termination by the Company without Cause includes a termination of employment by
you within 30 days following the assignment of any duties to you which is
inconsistent with, or reflecting a materially adverse change in, your position,
duties, responsibilities or status with the Company.
To accept this offer, please sign and date this letter below and return it to me
via fax at (818) 871-2939.
As you know Digital Insight is a growing company with a bright future. I am
delighted to extend this offer to you, and look forward to working with you at
Digital Insight.
Best regards, Acceptance:
/s/ Dawn M. Batey
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Dawn M. Batey /s/ Drew Hyatt
Vice President Human Resources --------------------------------
Date: October 15, 2001
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PROMISSORY NOTE
$ , 2001
----------- -------------------
FOR VALUE RECEIVED, the undersigned, Drew Hyatt (the "Maker"),
------------------
whose address is 108 Lancaster Road, Walnut Creek, CA 94595, promises to pay to
-------------------------------------------
the order of DIGITAL INSIGHT CORPORATION, a Delaware corporation (the "Lender"
or "Company"), at its office at 26025 Mureau Road, Calabasas, California 91302
in lawful money of the United States, or at such other address as the holder
hereof may from time to time designate in writing, the principal amount of
_____ ($_____).
This Note is non-recourse, interest free and matures on _______, 2004 (the
"Maturity Date).
The entire unpaid principal shall become due and owing on the Maturity
Date. So long as Maker remains in Service of Lender on the dates set forth
below, the unpaid balance (the "Amounts Forgiven"), shall be forgiven by Lender
as follows:
Date Amounts Forgiven
---- ----------------
_______________________________________, 2002 33.33% of the total
principle
_______________________________________, 2003 50% of the remaining
principle
_______________________________________, 2004 100% of the remaining
principle
For purposes of this Note, "Service" shall mean the performance of services
for the Company or any parent or subsidiary corporation of the Company by Maker
in the capacity of an employee or an independent consultant or advisor.
Prior to the Maturity Date, in the event Maker voluntarily terminates his
employment with Lender or is terminated for "Cause," the entire unpaid principal
balance due upon the date of such termination (after taking into account the
previous Amount(s) Forgiven) shall be immediately due and payable. In the event
there is a "Change in Control" or Maker is terminated without "Cause," the
entire unpaid principal shall be forgiven by Lender, and Maker shall have no
further obligation under this Note. For purposes of this Note, the term "cause"
shall mean: (i) the conviction of any felony or any crime involving moral
turpitude or dishonesty; (ii) participation in a fraud or act of dishonesty
against Lender which adversely affects Lender in a material way; (iii) willful
breach of Lender's rules, regulations and policies which adversely affects
Lender in a material way; (iv) causing intentional damage to the Company's
property or business; (v) conduct which constitutes gross insubordination; or
(vi) habitual neglect of duties; provided that the action or conduct described
in clauses (iii), (v) and (vi) above will constitute "Cause" only if such action
or conduct continues after the Lender has provided Maker with written notice
thereof and a reasonable opportunity (to be not less than 30 days nor more than
90 days) to cure the same. For the above purposes, a termination of employment
by the Lender without Cause includes a termination of employment by Maker within
30 days following the assignment of any duties to Maker inconsistent with, or
reflecting a materially adverse change in, Maker's position, duties,
responsibilities or status with Lender.
For purposes of this Note, the term "Change in Control" shall mean any of
the following stockholder-approved transactions to which the Company is a party:
(i) a merger or consolidation in which the Company is not the surviving
entity, except for (A) a transaction the principal purpose of which
is to change the state of the Company's incorporation, or (B) a
transaction in which the Company's stockholders immediately prior to
such merger or consolidation hold (by virtue of securities received
in exchange for their shares in the Company) securities of the
surviving entity representing more than
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fifty percent (50%) of the total voting power of such entity
immediately after such transaction;
(ii) the sale, transfer or other disposition of all or substantially all
of the assets of the Company unless the Company's stockholders
immediately prior to such sale, transfer or other disposition hold
(by virtue of securities received in exchange for their shares in
the Company) securities of the purchaser or other transferee
representing more than fifty percent (50%) of the total voting power
of such entity immediately after such transaction; or
(iii) any reverse merger in which the Company is the surviving entity but
in which the Company's stockholders immediately prior to such merger
do not hold (by virtue of their shares in the Company held
immediately prior to such transaction) securities of the Company
representing more than fifty percent (50%) of the total voting power
of the Company immediately after such transaction. Notwithstanding
the foregoing, in the event the acceleration of the vesting of your
option upon a Change in Control would prevent an acquisition from
being treated as a "pooling-of-interests" for financial accounting
purposes by the surviving entity, and such treatment is a condition
to the acquisition, the foregoing benefits will be equitably
adjusted to the extent necessary to effectuate such pooling-of-
interests treatment.
IN WITNESS WHEREOF, the undersigned has caused this Note to be executed in
its name on the day and year first above written.
MAKER:
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Drew Hyatt Date Chief Financial Officer Date
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