Employment Agreement - Taleo Corp. and Bradford Benson
[TALEO LOGO]
Taleo Corporation
575 Market Street, 8th Floor
San Francisco, California 94105
San Francisco, December 16, 2004
MR. BRADFORD BENSON
RE: TERMS OF EMPLOYMENT
Dear Brad,
This letter will confirm the terms of your offer of employment with Taleo
Corp., a Delaware corporation ("Taleo"). Such terms are as follows:
1. Position and Responsibilities. You will serve in the position of
Executive Vice President of Research & Development and Chief Technology Officer
reporting directly to the Chief Executive Officer. You will assume and discharge
such responsibilities as are commensurate with such position and as the Chief
Executive Officer may direct from time to time. During your employment with
Taleo, you shall devote your full time, skill and attention to your duties and
responsibilities and shall perform faithfully, diligently and competently. In
addition, you shall comply with and be bound by the operating policies,
procedures and practices of Taleo in effect from time to time during your
employment.
2. At-Will Employment. You acknowledge that your employment with
Taleo is for an unspecified duration and constitutes at-will employment and that
either you or Taleo can terminate this relationship at any time, with or without
Cause and with or without notice.
3. Compensation.
(a) In consideration of your services, you will be paid a
salary of $16,667 US per month (annualized base salary of $200,000.00 US)
payable in two monthly payments in accordance with Taleo's standard payroll
practices ("Base Salary").
(b) Starting January 1st, 2005, in addition to your base
salary, you will be eligible for incentive bonuses for each fiscal quarter or
fiscal year of Taleo ("Incentive
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Mr. Bradford Benson
December 16, 2004
Page 2
Compensation"). The bonuses will be awarded based on criteria established by
Taleo's Chief Executive Officer and approved by Taleo's Board of Directors. The
aggregate amount of your target bonuses at 100% achievement of goal for a fiscal
year will be equal to one hundred and fifty thousand dollars ($150,000 US). The
bonus for a fiscal quarter or fiscal year will be paid in accordance with
Taleo's standard practices for payment of bonuses. For fiscal year 2005, you
will be eligible to participate in the Incentive Compensation Plan attached
hereto as Attachment A, which will be deemed to meet the requirements of this
Subsection (b) for 2005.
(c) If Taleo terminates your employment for any reason other
than Cause, then Taleo will continue to pay your Base Salary at the rate in
effect at the time of your resignation or termination of your employment for a
period of three (3) months from the date of your resignation or termination of
your employment and you shall continue to vest in stock options in accordance
with the schedule specified in Attachment C for a period of three (3) months
from the date of your resignation or termination of your employment ("Vesting
Period 1"). Such vested options shall expire ninety (90) days after the
expiration of Vesting Period 1.
(d) If, within one (1) year following a Change in Control (as
defined in Attachment C), Taleo or the successor corporation terminates your
employment for any reason other than Cause, then Taleo or the successor
corporation will continue to pay your Base Salary at the rate in effect at the
time of your resignation or termination of your employment for a period of six
(6) months from the date of your resignation or termination of your employment.
Your severance benefit will be paid in accordance with Taleo's standard payroll
procedures.
(e) If Taleo terminates your employment for any reason other
than Cause, and if you elect to continue your health insurance coverage under
the Consolidated Omnibus Budget Reconciliation Act ("COBRA") following the
termination of your employment, then Taleo will pay the same portion of your
monthly premium under COBRA as it pays for active employees until the earliest
of (i) the close of the 3-month period following the termination of your
employment, (ii) the expiration of your continuation coverage under COBRA or
(iii) the date when you become eligible for substantially equivalent health
insurance coverage in connection with new employment or self-employment.
(f) If your employment is terminated by Taleo with Cause, or
if you resign your employment voluntarily, no compensation or other payments
will be paid or provided to you that would have, or might have, become payable
to you in periods following the date when such a termination of employment is
effective. Any rights you may have under any Taleo plan regarding Benefits, as
defined below, shall be determined under the provisions of those plans. If your
employment terminates as a result of your death or disability, no compensation
or payments will be made to you other than those to which you may otherwise be
entitled under any Taleo plan regarding Benefits.
(g) For purposes of this Section 3, "Cause" means (i) any act
of personal dishonesty taken by you in connection with your responsibilities
under this agreement that is intended to result in your personal enrichment,
(ii) your conviction of a felony, (iii) any act by you that constitutes material
misconduct and is injurious to Taleo or (iv) substantial
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Mr. Bradford Benson
December 16, 2004
Page 3
violations of employment duties, responsibilities or obligations to Taleo that
are demonstrably willful and deliberate.
4. Other Benefits. You will be eligible to receive the standard
employee benefits made available by Taleo to its employees from time to time
during the term of your employment to the extent of your eligibility therefore
("Benefits"). You shall earn paid vacation at the rate of four weeks per year of
employment (which shall be consistent with Taleo's vacation policy and which
shall not accrue in excess of that allowable under the policy). During your
employment, you shall be permitted, to the extent eligible, to participate in
any group medical, dental, life insurance and disability insurance plans, or
similar benefit plan of Taleo that is available to employees generally. You
should note that Taleo may modify salary and benefits from time to time as
deemed necessary. Base Salary and Incentive Compensation are not considered
Benefits as that term is used in this agreement.
Taleo shall reimburse you for all reasonable business expenses actually
incurred or paid by you in the performance of your services on behalf of Taleo,
upon prior authorization and approval and upon submission of appropriate
documentation in accordance with Taleo's expense reimbursement policy.
5. Conflicting Employment. During the term of your employment with
Taleo, you will not engage in any other employment, occupation, consulting, or
other business activity directly related to the business in which Taleo is now
involved or becomes involved during the term of your employment, nor will you
engage in any other activities that conflict with your obligations to Taleo.
This provision does not preclude you from serving on the boards of directors
and/or advisory boards of companies that are not competitors of Taleo.
6. General Provisions.
(a) This offer letter will be governed by the internal
substantive laws, but not the choice of law rules, of the State of California.
(b) This offer letter along with the Exhibits A-D hereto and
the Incentive Compensation Plan attached as Attachment A, the Employment,
Confidential Information and Invention Assignment Agreement attached as
Attachment B, the Stock Option Recommendation attached as Attachment C, and the
Arbitration Agreement attached as Attachment D set forth the terms of your
employment with Taleo and supersedes any prior representations or agreements,
whether written or oral. Any modifications must be in writing and signed by an
officer of Taleo and by you. Any subsequent change or changes in your duties,
salary or other compensation will not affect the at-will nature of your
employment, the commitments you have agreed to or the enforceability, validity
or scope of this Agreement.
(c) This offer of employment is contingent upon background
verification and reference checks satisfactory to Taleo. I authorize Taleo
and/or a third party designated by Taleo, to conduct such investigations and
secure such information as is necessary to assess my background and employment
history.
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Mr. Bradford Benson
December 16, 2004
Page 4
(d) If you accept this offer of employment, you must provide
to Taleo documentary evidence of your identity and eligibility to work in the
United States. Such documentation must be provided to us within three (3)
business days of your date of hire, or our employment relationship with you may
be terminated.
(e) This agreement will be binding upon your heirs, executors,
administrators and other legal representatives and will be for the benefit of
Taleo, Taleo Holding and their respective successors and assigns.
7. Contingencies. This offer is contingent upon our obtaining the
following:
(a) Return of the enclosed copy of this letter, signed by you
without modification, indicating your acceptance of this offer;
(b) Return of the enclosed Arbitration Agreement, signed by
you without modification;
(c) Return of the enclosed Employment, Confidential
Information and Invention Assignment Agreement (attached to this letter as
Attachment B), signed by you without modification;
(d) Satisfactory results of background and reference checks
(e) Documentation verifying your identity and legal authority
to work in the United States no later than 3 business days after the date you
commence work.
To indicate your acceptance of this offer, please sign and date the
enclosed copy of this offer letter and the Confidentiality Agreement, and return
both to me as soon as possible. This offer shall be valid for three (3) working
days from the date of this letter. If you have any questions about this offer
letter, please call Louis Tetu, 418.524.5665 x1226.
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Mr. Bradford Benson
December 16, 2004
Page 5
We look forward to working with you at Taleo.
Sincerely,
Taleo Corp.
/s/ Louis Tetu
-----------------------------------------
Louis Tetu, Chief Executive Officer
ACCEPTANCE:
I accept the terms of my employment with Taleo Corp. as set forth above. I
understand that this offer letter does not constitute a contract of employment
for any specified period of time and that my employment relationship may be
terminated by Taleo or me at any time with or without notice and with or without
Cause.
Tuesday, December 21, 2004 /s/ Brad Benson
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Start date Date Bradford Benson
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EXHIBIT A
TALEO CORP.
LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP
Title Date Identifying Number of Brief Description
____ No invention or improvements ____ Additional sheets attached
Signature of Employee: _________________________
Printed Name of Employee: ______________________ Date: ________________
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EXHIBIT B
CALIFORNIA LABOR CODE SECTION 2870 EMPLOYMENT AGREEMENTS; ASSIGNMENT OF RIGHTS
(a) Any provision in an employment agreement which provides that an
employee shall assign, of offer to assign, any of his or her rights in an
invention to his or her employer shall not apply to an invention that the
employee developed entirely on his or her own time without using the employer's
equipment, supplies, facilities or trade secret information except for those
inventions that either:
(1) Relate at the time of conception or reduction to practice of the
invention to the employer's business, or actual or demonstrably anticipated
research or development of the employer.
(2) Result from any work performed by the employee for the employer.
(b) To the extent a provision in an employment agreement purports to
require an employee to assign an invention otherwise excluded from being
required to be assigned under subdivision (a), the provision is against the
public policy of this state and is unenforceable."
<PAGE>
EXHIBIT C
TALEO CORP.
TERMINATION CERTIFICATION
This is to certify that I do not have in my possession, nor have I failed
to return, any devices, records, data, notes, reports, proposals, lists,
correspondence, specifications, drawings, blueprints, sketches, materials,
equipment, other documents or property, or reproductions of any aforementioned
items belonging to Taleo, its subsidiaries, affiliates, successors or assigns
(together, the "Company").
I further certify that I have complied with all the terms of the Company's
Employment Confidential Information and Invention Assignment Agreement signed by
me, including the reporting of any inventions and original works of authorship
(as defined therein), conceived or made by me (solely or jointly with others)
covered by that agreement.
I further agree that, in compliance with the Employment, Confidential
Information and Invention Assignment Agreement; I will preserve as confidential
all trade secrets, confidential knowledge, data or other proprietary information
relating to products, processes, know-how, designs, formulas, developmental or
experimental work, computer programs, data bases, other original works of
authorship, customer lists, business plans, financial information or other
subject matter pertaining to any business of the Company or any of its
employees, clients, consultants or licensees.
I further agree that for twelve (12) months from this date, I will not
solicit, induce, recruit or encourage any of the Company's employees to leave
their employment.
*
------------------------------------------
Employee Date
* TO BE SIGNED ABOVE ONLY UPON TERMINATION
Exhibit C read and understood by:
------------------------------------------
Bradford Benson Date
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EXHIBIT D
TALEO CORP.
CONFLICT OF INTEREST GUIDELINES
It is the policy of Taleo Corp. to conduct its affairs in strict
compliance with the letter and spirit of the law and to adhere to the highest
principles of business ethics. Accordingly, all officers, employees and
independent contractors must avoid activities, which are in conflict, or give
the appearance of being in conflict, with these principles and with the
interests of the Company. The following are potentially compromising situations,
which must be avoided. Any exceptions must be reported to the CEO and written
approval for continuation must be obtained.
1. Revealing confidential information to outsiders or misusing
confidential information. Unauthorized divulging of information is a violation
of this policy whether or not for personal gain and whether or not harm to the
Company is intended. (The Employment, Confidential Information and Invention
Assignment Agreement elaborate on this principle and is a binding agreement).
2. Accepting or offering substantial gifts, excessive entertainment,
favors or payments which may be deemed to constitute undue influence or
otherwise be improper or embarrassing to the Company.
3. Participation in civic or professional organizations that might involve
divulging confidential information of the Company.
4. Initiating or approving personnel actions affecting reward or
punishment of employees or applicants where there is a family relationship or is
or appears to be a personal or social involvement.
5. Initiating or approving any form of personal or social harassment of
employees.
6. Investing or holding outside directorship in suppliers, customers or
competing companies, including financial speculations, where such investment or
directorship might influence in any manner a decision or course of action of the
Company.
7. Borrowing from or lending to employees, customers or suppliers.
8. Acquiring real estate of interest to the Company.
9. Improperly using or disclosing to the Company any proprietary
information or trade secrets of any former or concurrent employer or other
person or entity with whom obligations of confidentiality exist.
10. Unlawfully discussing prices, costs, customers, sales, or markets with
competing companies or their employees.
11. Making any unlawful agreement with distributors with respect to
prices.
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12. Improperly using or authorizing the use of any inventions, which are
the subject of patent claims of any other person or entity.
13. Engaging in any conduct, which is not in the best interest of the
Company.
Each officer, employee and independent contractor must take every
necessary action to ensure compliance with these guidelines and to bring problem
areas to the attention of higher management for review. Violations of this
conflict of interest policy may result in discharge without warning.