Employment Agreement - HNC Software Inc. and Kenneth J. Saunders
December 13, 1999
Kenneth J. Saunders
Dear Ken:
On behalf of HNC Software Inc. (HNC) we are pleased to offer you a promotion
to Chief Financial Officer in our Corporate division reporting directly to
John Mutch. Your salary will initially be $16,666.67 per month. In addition,
you will be eligible to participate in the management incentive compensation
program (MICP). This program will enable you to receive a cash bonus in 2000
of up to $100,000 based upon mutually agreed upon goals and your performance
relative to those goals. As an added incentive to accept this offer, you will
receive 100% of your 1999 bonus, namely $45,500. If you accept this promotion
offer, the effective date of your promotion will be January 15, 2000.
You will continue to be eligible to participate in the employee benefits program
established by HNC for its employees.
In addition, upon your acceptance of this promotion, you will be granted an
option for seven years to purchase an additional 75,000 shares of HNC Common
Stock at the current fair market value which will be the closing NASDAQ price on
December 13, 1999. This is the date that the compensation committee of the HNC
board held a telephonic meeting and your promotion offer was approved. The
option shares will vest over a four (4) year period (commencing on your date of
promotion) at the rate of 25 9o of the option sales per year, subject to your
continued employment_ The options will have a term of 7 years, subject to your
continued employment.
Upon your acceptance of this promotion, you will be required to sign a new
standard Invention Assignment and Confidentiality Agreement. This document is
enclosed. In addition, you will continue to be bound by HNC' s Arbitration
Agreement and Code of Ethics Policy.
Your continued employment with HNC, should you accept this promotion, will not
be for any specific term and may be terminated at any time, with or without
cause and with or without notice, by you or by the Company for any reason. Any
contrary representations or agreements which may have been made to you are
superseded by this offer. The at-will nature of your employment described in
this offer letter shall constitute the entire agreement between you and HNC
concerning the duration of your employment and the circumstances under which
either you or the Company may terminate the agreement that changes the at-will
status of employment with HNC. The at-will term of your employment with HNC can
only be changed in a writing signed by you and the President and CEO of HNC
Software inc., which expressly states the intention to modify the at-will term
of your employment. By signing the offer below, you acknowledge and agree that
length of employment, promotions, positive performance reviews, pay increases,
bonuses, increases in job duties or responsibilities and other changes during
employment will not change the at-will term of your employment with HNC and will
not create any implied contract requiring cause for termination of employment.
<PAGE>
KEN SAUNDERS
DECEMBER 13, 1999
PAGE 2
As an employee of HNC, you will continue to be required to comply with all
Company policies and procedures. In particular, you will be required to comply
with HNC' s policy prohibiting unlawful harassment and discrimination and the
policy concerning drugs and alcohol. Violations of these policies may lead to
immediate termination of employment.
Ken, we sincerely appreciate your interest in this new position and hope that
you will accept our offer. If you wish to accept this offer, please sign below
and return the fully executed letter to us along with your signed Invention
Assignment and Confidentiality Agreement. You should keep one copy of this
letter for your own records. This offer, if not accepted, will expire December
17, 1999.
Sincerely,
Laural S. Jones
Executive Director, Corporate Human Resources
enclosures
I agree that any dispute or claim, whether based on contract, tort, or
otherwise, relating to or arising out of my employment with the company, shall
be subject to final and binding arbitration. The arbitrator shall have
jurisdiction to determine any such claim, and may grant any relief authorized by
law. Any claim or dispute subject to arbitration shall be deemed waived, and
shall be forever barred, if arbitration is not initiated within six months of
the date the claim or dispute first arose. In any arbitration, depositions may
be taken and discovery obtained as provided in Section 1283.05 of the California
Code of Civil procedure. As the Company is engaged in interstate commerce, this
agreement is also governed by the Federal Arbitration Act, 9 U.S.C. ~~ l-4. This
agreement is also governed by the California arbitration statute, Code of Civil
Procedure ~ 1280 et seq.
I have read and accept this employment offer and expect to commence employment
on 1/15/00
Dated: 12/31/99 /s/ Kenneth J. Saunders
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