Severance Agreement - Elite Information Systems Inc. and Daniel E. Tacone
[ELITE LETTERHEAD]
April 19, 2001
Mr. Daniel E. Tacone
119 Setters Drive
Naperville, IL 60565
Dear Dan:
The purpose of this letter is to confirm our agreement regarding your severance
in the event of termination.
If you are terminated without "cause" at any time during your employment with
Elite Information Systems, Inc. (the "Company"), upon such termination, the
Company shall pay you a lump sum amount equal to your then current base salary
for twelve (12) months. The Company will also pay you a pro rata amount of your
target incentive amount that would otherwise have been received by you with
respect to the year in which such termination occurs. This payment will be made
at such time as the target incentive would have otherwise been due. All
payments are subject to the required state and federal tax withholdings and any
other applicable deductions.
For these purposes, "cause" shall mean (i) your substantial failure to carry out
and perform your duties after written notice from the CEO; (ii) your repeated
refusal to follow the lawful directives of the CEO; (iii) your commission of a
felony (other than a traffic violation); (iv) your commission of an act of
fraud, embezzlement, theft or other act of material financial dishonesty against
the Company; (v) your commission of an act involving moral turpitude that brings
the Company or any of its affiliates into public disrepute or disgrace or causes
material harm to customer relations, operations or business prospects of the
Company or its affiliates; or (vi) your material breach of the Proprietary
Information and Inventions Agreement signed by you upon the commencement of your
employment with the Company, including, but not limited to, the provisions
relating to the use and disclosure of the Company's confidential information.
In addition, you shall be deemed to have been terminated without "cause" and
shall be entitled to receive such severance in the event that such termination
occurs pursuant to a Change of Control, or within one (1) year of a Change of
Control, or if as a result of the Change of Control your position is altered
such that you cease to have authority equivalent to that of a senior executive
officer of the Company.
For theses purposes, a "Change of Control," shall mean (1) a merger or
consolidation of Elite Information Group, Inc. ("EIG") with any other
corporation, other than a merger or consolidation which would result in the
voting securities of EIG outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) at least 50.1 percent of the total voting
power represented by the voting securities of EIG or such surviving entity
outstanding immediately after such merger or consolidation, (2) the
stockholders of EIG approve a plan of complete liquidation or an agreement for
the sale or disposition by EIG of all or substantially all of EIG's assets or
(3) the Company is liquidated or EIG reaches an agreement for the sale or
disposition of the Company or a sale of substantially all of the Company's
assets.
<PAGE>
Mr. Daniel E. Tacone
April 19, 2001
Page Two
If the foregoing accurately reflects our agreement, please sign the enclosed
copy of this letter in the space provided below.
Best Regards,
/s/ Christopher K. Poole
Christopher K. Poole
Chairman and Chief Executive Officer
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Daniel E. Tacone
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Date