Employment Agreement - HNC Software Inc. and John Mutch
October 13, 1999
Mr. John Mutch
Dear John:
On behalf of the Board of Directors of HNC Software, Inc. ("HNC"), we
would like to offer you the position of President and Chief Operating Officer of
HNC subject to the following terms and conditions:
1. TITLE: SALARY. You will be employed as President and Chief
Operating Officer. You will report to the Chief Executive Officer, Your salary
will be $325,000 annually.
2. EMPLOYMENT TERM. The term of your employment under this Agreement
(the "Employment Term") will commence on October 13, 1999 (the "Commencement
Date") and end on the first anniversary of the Commencement Date.
3. BONUS. HNC will pay you the following bonuses:
(i) upon the execution of this agreement, a $25,000 signing bonus;
(ii) upon the execution of this agreement, you will receive a
prepayment of the target bonus payable to you as President of HNC Insurance
Solutions ("ISG") for fiscal year 1999 less any previous prepayment balance
(draw) outstanding. After the completion of 1999 when file final determination
of your ISG bonus earned has been calculated, any excess prepayment amount (from
the original draw and the new draw) vs. the earned bonus amount for 1999 will be
considered a prepayment against any future bonus.
(iii) For the period remaining in fiscal year 1999, you will receive a
pro rata bonus for the period beginning on the Commencement date and ending on
December 31, 1999 based on the attainment of objectives as agreed by the HNC
Board of Directors (to be paid in Q-1 of 2000). Your target bonus amount for the
full year 1999 is $195,000 and
(iv) A target bonus of up to $195,000 for fiscal year 2000 (based on
the attainment of bonus objectives determined by the HNC Board of Directors) to
be paid in Q-1 of 2001 based on your performance against the agreed to goals.
If you terminate without cause from HNC prior to the normal bonus
payment date you will receive the pro rata portion of any bonus earned.
4. BENEFITS: expenses. You will be eligible to participate in HNC's
employee benefit plans of general application, including, without limitation,
those plans covering medical, disability and life insurance in accordance with
the rules established for individual participation in any such plan and under
applicable law. You will be
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eligible for vacation and sick leave in accordance with the policies in effect
during the term of this agreement and will receive such other benefits as HNC
generally provides to its other employees of comparable position and experience.
HNC will pay all reasonable negotiator fees associated with the negotiation of
this agreement.
5. OPTIONS. The Compensation Committee of the Board of Directors has
approved that you be granted an option to purchase 100,000 shares of the
Company's common stock (the "Option") subject to file execution of this
agreement and your executing a stock option agreement consistent with the terms
and conditions of the HNC option plan. The date of the grant is October 13, 1999
at a grant price of $36.00 per share. Twenty-five thousand shares (25,000)
became vested on the day your grant was approved. The remaining 75,000 shares
will vest in 36 equal monthly installments, beginning on the first anniversary
of the Commencement Date. The exercise price of your option was equal to the
closing price of HNC common stock as reported in the Wall Street Journal on the
day your option grant was approved.
6. AT-WILL EMPLOYMENT. Your employment with HNC will be at-will and
may be terminated by you or by HNC at any time for any reason as follows:.
(a) You may terminate your employment upon written notice to the
Board of Directors at any time in your discretion ("Voluntary Termination");
(b) HNC may terminate your employment upon written notice to you
at any time following a determination by two-thirds (2/3) vote of the entire
Board of Directors that there is "Cause," as defined below, for such termination
("Termination for Cause");
(c) HNC may terminate your employment upon written notice to you
at any time in the sole discretion of two-thirds (2/3) of the entire Board of
Directors without a determination that there is Cause for such termination
("Termination without Cause");
(d) Your employment will automatically terminate upon your death
or upon your disability as determined by the Board of Directors ("Termination
for Death or Disability"); provided that "disability" shall mean your complete
inability to perform your job responsibilities for a period of 180 consecutive
days or 180 days in the aggregate in any 12-month period.
For purposes of this agreement, "Cause" means (i) gross negligence or
willful misconduct in the performance of your duties to HNC (other than as a
result of a disability) that has resulted or is likely to result in substantial
and material damage to HNC, after a demand for substantial performance is
delivered to you by the Board of Directors which specifically identifies the
manner in which the Board believes you have not substantially performed your
duties and you have been provided with a reasonable opportunity to cure any
alleged gross negligence or willful misconduct; (ii) continued failure to
perform your duties to HNC as requested by the Chief Executive Officer (other
than as a result of a disability); (iii) commission of any act of fraud with
respect to HNC; or (iv) conviction of a felony or a crime involving moral
turpitude causing material harm to the business and affairs of HNC. No act or
failure to act by you shall be considered "willful" if done or omitted by you in
good faith with reasonable belief that your action or omission was in the best
interests of HNC.
7. SEPARATION BENEFITS. Upon termination of your employment with HNC
for any reason, you will receive payment for all salary and unpaid vacation
accrued to the date of your termination of employment. Your benefits will be
continued under HNC's then existing benefit plans and policies for so long as
provided under the terms of
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such plans and policies and as required by applicable law. Under certain
circumstances, you will also be entitled to receive severance benefits as set
forth below, but you will not be entitled to any other compensation, award or
damages with respect to your employment or termination.
(a) In the event of your Voluntary Termination or Termination for
Cause, you will not be entitled to any cash severance benefits or additional
vesting of shares of stock options.
(b) In the event of your Termination without Cause during the
Employment Term, you will be entitled to a severance payment equal to your
annual salary prorated for the remainder of the Employment Term (less applicable
deductions and withholdings) payable within 30 days after the effective date of
your termination. Your Option as described herein will accelerate and become
100% vested and exercisable. Any other options or restricted stock awards
granted to you by HNC will not accelerate pursuant to this subsection but will
continue to be governed by the terms of the stock option or restricted stock
agreement and applicable HNC option plan.
(c) In the event of your Termination for Death or Disability
during the Employment Term, your Option will accelerate and become 100% vested
and exercisable. Any other options or restricted stock awards granted to you by
HNC will not accelerate pursuant to this Subsection but will continue to be
governed by the terms of stock option or restricted stock agreement and the
applicable HNC option plan.
(d) If your severance and other benefits provided for in this
Section 7 constitute "parachute payments" within the meaning of section 280G of
the Internal Revenue Code and, but for this subsection, would be subject to the
excise tax imposed by Section 4999 of the Internal Revenue Code, then your
severance and other benefits under this section 7 will be payable, at your
election, either in full or in such lesser amount as would result, after taking
into account the applicable federal, state and local income taxes and the excise
tax imposed by Section 4999, in your receipt on an after tax-basis of the
greatest amount of severance and other benefits.
(e) No payments due you hereunder shall be subject to mitigation
or offset.
8. GOVERNING LAW. This agreement will be governed by the laws of the
State of California without reference to conflict of laws provisions.
We look forward to your continued contributions as part of the HNC
team.
Sincerely yours,
Robert L. North
President and CEO
HNC Software, Inc.
By signing this letter, I am agreeing to the above:
Signature: /s/ John Mutch Date: 10/13/99
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