Employment Agreement - Perficient Inc. and John Hinners
[LOGO]
April 1, 1999
Mr. John Hinners
3830 Hunterwood Pt.
Austin, TX 78746
Dear John:
Perficient, Inc. is pleased to offer you the position of Vice President and
Chief Financial Officer. This letter embodies the terms of employment to you.
As Chief Financial Officer, you will be responsible for administration,
corporate finance and financial management for the company. Additionally, you
will participate in the executive management team to drive the strategic
direction of the company and will report to Jack McDonald. You will also be able
to participate in the appropriate parts of the Board meetings, including those
related to strategic decisions. You will be located in Austin, the company's
headquarters.
Your starting salary will be $9,167.67 per month, paid on a semi-monthly basis.
Potential bonuses will be granted by the Compensation Committee of the Board of
Directors. In addition, you will be eligible for the following employee
benefits: medical insurance, vacation, sick leave, holidays, and 401K. The
details of these employee benefits will be explained as soon as they are
established.
You were previously granted options to purchase 300,000 shares of common stock
with a grant date of January 1 at $.10/share under the 1998 stock option plan.
Those options will continue in force and effect, provided that the vesting terms
thereof shall require that you remain a full-time employee of the company in
order for vesting to continue thereunder.
As an employee, you may terminate employment at any time and for any reason
whatsoever with notice to Perficient. We request that, in the event of
resignation, you give the company at least two weeks notice. Similarly,
Perficient may terminate your employment at any time and for any reason
whatsoever, with or without cause or advance notice. Furthermore, this mutual
termination of employment agreement supersedes all our prior written and oral
communication with you and can only be modified by written agreement signed by
you and Perficient.
If there is a change in control in the ownership of the company, you will be
become fully vested six months following the effective date, provided that:
1. you are terminated, constructively terminated (which includes, but is not
limited to, any significant reduction in the scope of your responsibilities with
the surviving company or a requirement to change your primary residence from
Austin, TX without your consent), or you are not offered the CFO position in the
surviving company, or
2. in the event that Jack McDonald, or the then current Perficient CEO is
terminated, constructively terminated, or is not offered the CEO position in the
surviving company.
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Notwithstanding the foregoing, if following a change in control you are not
requested to facilitate transition by extending your employment in any capacity
for as long as six months (at your then current rate of compensation), you will
fully vest when your extension actually concludes, but no later than 6 months
from the effective date of the change in control.
If you are terminated by Perficient without cause, Perficient will provide you
with six months severance pay, including benefits, a computer, and peripherals.
As a Perficient employee, you will be expected to abide by the company's
rules and regulations. You will be specifically required to sign an
acknowledgement that you have read and understand the company rules of
conduct which will be included in a handbook which the company will soon
complete and distribute. You will be expected to sign and comply with a
proprietary information and non-disclosure agreement which requires, among
other provisions, the assignment of patent rights to any inventions made
during your employment at Perficient and non- disclosure of proprietary
information.
If you wish to accept employment at Perficient under the terms set out above,
please sign and date this letter and return it to me by April 15, 1999. If you
accept our offer, your first day of employment will be mutually determined.
We look forward to your favorable reply and to a productive and exciting work
relationship.
Sincerely,
/s/ John T. McDonald
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John T. McDonald
CEO
/s/ John A. Hinners 4-12-99
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Approved and accepted date
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