Employment Agreement - Security Dynamics Technologies Inc., John Adams, Marian G. O'Leary, Gary A. Rogers, Scott T. Schnell, Margaret K. Seif and Albert E. Sisto
FORM OF MANAGEMENT
EMPLOYMENT AGREEMENT
This Agreement is made as of the ______ day of August, 1998 between
Security Dynamics Technologies, Inc., a Delaware corporation (the "COMPANY"),
and "Name", an employee of the Company (the "EMPLOYEE").
RECITALS
The Employee is currently employed as a "Title" of the Company. The Company
desires to continue to employ the Employee and the Employee desires to continue
to be employed by the Company.
WITNESSETH
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, each intending
to be legally bound hereby, agree as follows:
1. EMPLOYMENT.
(a) The Company hereby agrees to employ the Employee, and the Employee
hereby accepts employment with the Company, upon the terms set forth in this
Agreement, for the period commencing on the date hereof (the "COMMENCEMENT
DATE") and ending on the date that is the 18-month anniversary of the
Commencement Date (the "EMPLOYMENT PERIOD"), unless sooner terminated in
accordance with the provisions of Section 4.
(b) During the Employment Period, the Company shall not:
(i) reduce the Employee's annual base salary or benefits as provided
in Section 3;
(ii) materially diminish the Employee's position, duties,
responsibilities, power, title, capacity or office in effect on the
Commencement Date in order to reduce the Employee's total compensation;
provided however, that the Company may assign the Employee to a new
position within the general function area of the Employee's prior
responsibilities during the Employment Period; or
(iii) require the Employee to relocate the Employee's principal place
of business more than 50 miles from the Employee's principal place of
business as provided in Section 2.
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2. TITLE; CAPACITY. During the Employment Period, subject to the terms of
Paragraph 1(b)(ii) above, the Employee shall serve as "FullTitle" and shall have
a principal place of business at the Company's headquarters located at 20 Crosby
Drive, Bedford, Massachusetts. The Employee shall be subject to the supervision
of, and shall have such authority as is delegated to the Employee by, the Board
of Directors of the Company (the "BOARD") or such officer of the Company as may
be designated by the Board. The Employee hereby accepts such employment and
agrees to undertake the duties and responsibilities inherent in such position
and such other duties and responsibilities as the Board or its designee shall
from time to time reasonably assign to him or her. The Employee agrees to devote
the Employee's entire business time, attention and energies to the business and
interests of the Company during the Employment Period. The Employee agrees to
abide by the rules, regulations, instructions, personnel practices and policies
of the Company and any changes therein which may be adopted from time to time by
the Company. The Employee acknowledges receipt of copies of all such rules and
policies committed to writing as of the date of this Agreement.
3. COMPENSATION AND BENEFITS.
(a) SALARY. The Company shall pay the Employee, in bi-weekly installments,
an annual base salary of "Salary". In January of each year during the Employment
Period, the Employee's base salary shall be subject to adjustment as determined
by the Board.
(b) BENEFITS. The Employee shall be entitled to participate in all bonus
and benefit programs that the Company establishes and makes available to its
employees, if any, to the extent that Employee's position, tenure, salary, age,
health and other qualifications make him or her eligible to participate,
including, but not limited to, health, dental, disability and life insurance.
4. EMPLOYMENT TERMINATION DURING THE EMPLOYMENT PERIOD.
(a) During the Employment Period, the employment of the Employee by the
Company pursuant to this Agreement shall terminate only upon the occurrence of
either of the following:
(i) at the election of the Company for "Cause" (as defined below), in
accordance with the terms of Paragraph 4(c) below;
(ii) upon the death or disability of the Employee; or
(iii) at the election of the Employee, upon thirty (30) days prior
written notice of termination.
(b) DEFINITION OF "CAUSE". For purposes of this Agreement, "CAUSE" for
termination shall be deemed to exist upon:
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(i) a good faith finding by the Company of the failure of the Employee
to perform his or her assigned duties for the Company, in accordance with
the process set forth in Paragraph 4(c) below; or
(ii) the conviction of the Employee of, or the entry of a pleading of
guilty or nolo contendere by the Employee to, any felony involving
dishonesty.
(c) DETERMINATION OF NONPERFORMANCE OF DUTIES. Within ninety (90) days
following the date set forth above, Charles Stuckey or Arthur Coviello
(collectively, the "Managing Executives") and the Employee shall agree in
writing to a set of performance metrics relating to the Employee's duties. At
any time during the Employment Period, either Managing Executive may, at his
reasonable discretion, give the Employee written notice that the Employee has
not performed his or her duties in accordance with such performance metrics. The
Employee shall have sixty (60) days from the date of receipt of such notice (the
"Cure Period") to cure such failure. Upon expiration of the Cure Period, in the
event that either Managing Executive makes a good faith finding that the
Employee has not cured the failure to the Managing Executive's reasonable
satisfaction, then the Employee's employment shall terminate on the 30th day
following expiration of the Cure Period.
(d) DEFINITION OF "DISABILITY". For purposes of this Agreement,
"DISABILITY" shall mean the inability to engage in any substantial gainful
activity by reason of any medically determinable physical or metal impairment
which can be expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than 12 months.
5. TERMINATION DURING THE EMPLOYMENT PERIOD. In the event the Employee's
employment with the Company is terminated during the Employment Period: (i) for
Cause, as set forth in Paragraph 4 above, (ii) voluntarily by the Employee, or
(iii) by reason of the Employee's death or disability, the Company shall pay to
the Employee or his or her estate the compensation and benefits which would
otherwise be payable to the Employee through the last day of his or her actual
employment by the Company.
6. GENERAL.
(a) PRIOR AGREEMENTS. This Agreement shall have no effect on any prior
written agreements between the Company and the Employee relating to the subject
matter covered hereby. Notwithstanding the foregoing, this Agreement supersedes
and replaces any prior oral agreements between the Company and the Employee
relating to the subject matter covered hereby.
(b) GOVERNING LAW. The terms of this Agreement shall be governed by the
internal laws (and not the law of conflicts) of the Commonwealth of
Massachusetts.
(c) BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of the Company, its successors and assigns, including any corporation
with which or into which the Company may be merged or which may succeed to the
assets or business of the Company.
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(d) ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire
agreement of the parties hereto with respect to the subject matter hereof and
may not be modified or amended in any way except in writing by the parties
hereto.
(e) SAVINGS CLAUSE. In case any provision of this Agreement shall be
invalid, illegal or otherwise unenforceable, the validity, legality and
enforceability of the remaining provisions shall in no way be affected or
impaired thereby.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
hereunto executed this Agreement the day and year first written above.
SECURITY DYNAMICS
TECHNOLOGIES, INC.
By:_________________________________
Name:
Title:
EMPLOYEE
____________________________________
"Name"
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This Form of Employment Agreement (or comparable form) was entered into by the
following persons:
Name Date of Agreement Title Annual Base Salary
John Adams September 4, 1998 Senior Vice President, $190,000
Engineering
September 4, 1998 Senior Vice President, Chief $160,000
Marian G. O'Leary Financial Officer and Treasurer
Gary A. Rogers September 4, 1998 Senior Vice President, Worldwide $190,000
Sales and Field Operations
September 4, 1998 Senior Vice President, Marketing $180,000
Scott T. Schnell
Margaret K. Seif September 4, 1998 Vice President and General $120,000
Counsel
Albert E. Sisto September 4, 1998 Chief Operating Officer of RSA $195,000
Data Security, Inc.
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