Sample Business Contracts

TALEO CORPORATION

JEFFREY CARR EMPLOYMENT AGREEMENT

     This Agreement is entered into as of March 8, 2006 (the "Effective Date") by and between Taleo Corporation, a Delaware corporation, (the "Company") and Jeffrey Carr ("Executive").

     1. Duties and Scope of Employment.

          (a) Positions and Duties. As of the Effective Date, Executive will serve as Executive Vice President, Global Marketing and Americas Sales. Executive 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 Executive's employment with Company, Executive shall devote Executive's full time, skill and attention to Executive's duties and responsibilities and shall perform faithfully, diligently and competently. In addition, Executive shall comply with and be bound by the operating policies, procedures and practices of Company in effect from time to time during Executive's employment. The period of Executive's employment under this Agreement is referred to herein as the "Employment Term."

          (b) Obligations. During the Employment Term, Executive will devote Executive's full business efforts and time to the Company. For the duration of the Employment Term, Executive agrees not to actively engage in any other employment, occupation, or consulting activity for any direct or indirect remuneration (including membership on a board of directors) without the prior approval of the Chief Executive Officer ; provided, however, that Executive may, without the approval of the Chief Executive Officer, serve in any capacity with any civic, educational, or charitable organization, provided such services do not interfere with Executive's obligations to Company.

     2. At-Will Employment. Executive and the Company agree that Executive's employment with the Company constitutes "at-will" employment. Executive and the Company acknowledge that this employment relationship may be terminated at any time, upon written notice to the other party, with or without good cause or for any or no cause, at the option either of the Company or Executive. However, as described in this Agreement, Executive may be entitled to severance benefits depending upon the circumstances of Executive's termination of employment. Upon the termination of Executive's employment with the Company for any reason, Executive will be entitled to payment of all accrued but unpaid vacation, expense reimbursements, and other benefits due to Executive through Executive's termination date under any Company-provided or paid plans, policies, and arrangements. Executive agrees to resign from all positions that Executive holds with the Company immediately following the termination of Executive's employment if Company so requests.

     3. Compensation.

          (a) Base Salary. As of the Effective Date, the Company will pay Executive an annual salary of $225,000.00 USD as compensation for Executive's services (the "Base Salary"). The Base Salary will be paid periodically in accordance with the Company's normal payroll practices (but no less frequently than once per month) and be subject to the usual, required withholding. Executive's salary will be subject to annual review, and adjustments will be made based upon the Company's standard practices or the discretion of the Company's Board of Directors.

          (b) Bonus. Executive's annual target for the aggregate amount of annual and quarterly bonuses will be $250,000.00 USD ("Target Bonus"). Allocation, eligibility and payment of Target Bonus will be based upon achievement of quarterly and yearly performance goals approved by the Chief Executive Officer and set forth in an annually and/or quarterly revised Target Bonus Schedule, the first of which is attached hereto as Schedule A. Executive will have the opportunity to discuss the nature of such performance goals with the Chief Executive Officer prior to such performance goals being approved by the Chief Executive Officer and such performance goals shall be reasonable in light of overall Company goals.

     4. Employee Benefits. During the Employment Term, Executive will be eligible to participate in accordance with the terms of all Company employee benefit plans, policies, and arrangements that are applicable to other senior executives of the Company, as such plans, policies, and arrangements may exist from time to time. Executive will be entitled to 4 weeks of paid annual vacation.

     5. Expenses. The Company will reimburse Executive for reasonable travel and other expenses incurred by Executive in the furtherance of the performance of Executive's duties hereunder, in accordance with the Company's expense reimbursement policy as in effect from time to time.

     6. Termination and Severance.

          (a) If Company or a successor corporation terminates Executive's employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) then Company or the successor corporation will (1) pay prorated bonuses for any partially completed bonus periods through Executives termination date (at an assumed 100% on-target achievement of goal), less any applicable state and federal required withholding amounts and other lawful deductions, (2) continue to pay Executive's Base Salary at the rate in effect at the time of Executive's resignation or termination of employment for a period of 6 months from the date of Executive's resignation or termination of employment, less any applicable state and federal required withholding amounts and other lawful deductions, and (3) if Executive elects to continue Executive's health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA") following such termination or resignation of Executive's employment, pay the same portion of Executive's monthly premium under COBRA as it pays for active employees until the earliest of (i) the close of the 6 month period following the resignation or termination of Executive's employment, (ii) the expiration of Executive's continuation coverage under COBRA, or (iii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.

          (b) If Company or a successor corporation terminates Executive's employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event takes place within one year following a Change in Control (as defined below), then Company or the successor corporation will (1) pay prorated bonuses for any partially completed bonus periods through Executives termination date (at an assumed 100% on-target achievement of goal), less any applicable state and federal required withholding amounts and other lawful deductions, (2) continue to pay Executive's Base Salary at the rate in effect at the time of Executive's resignation or termination of employment for a period of 12 months from the date of Executive's resignation or termination of employment, less any applicable state and federal required withholding amounts and other lawful deductions, (3) pay bonuses (at an assumed 100% on-target achievement of goal) at the rate in effect at the time of Executive's resignation or termination of employment for a period

of 12 months from the date of Executive's resignation or termination of employment (bonuses will be prorated for any partially completed bonus periods through the 12 month period from the date of Executive's resignation or termination of employment), less any applicable state and federal required withholding amounts and other lawful deductions, and (4) if Executive elects to continue Executive's health insurance coverage under COBRA following such termination or resignation of Executive's employment, pay the same portion of Executive's monthly premium under COBRA as it pays for active employees until the earliest of (i) the close of the 12 month period following the resignation or termination of Executive's employment, (ii) the expiration of Executive's continuation coverage under COBRA, or (iii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.

          (c) All benefits set forth in Sections 6(a) and 6(b) are collectively referred to as "Severance." Severance payments shall be made by Company on the date such payments would have been made had Executive's employment relationship with Company continued (e.g., Severance based on Base Salary shall be paid twice per month and Severance based on Target Bonuses shall be paid quarterly or annually as appropriate).

          (d) In addition to Severance, in the event that Company or a successor corporation terminates Executive's employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event did not take place within one year following a Change in Control (as defined below), then Executive will receive immediate vesting with respect to the number of options that would have vested in accordance with Executive's then-current stock option grants had Executive remained employed for an additional 6 months and, if applicable, the Company's right of repurchase shall continue to lapse in accordance with Executive's then-current restricted stock grants for a period of 6 months from the date of such termination or resignation of employment. In the event of Executive's termination of employment as described in this subsection (d), the Executive's then vested stock options shall be exercisable for 6 months after Executive's date of termination. Notwithstanding the foregoing, in no case shall any option be exercisable after the expiration of its term.

          (e) In addition to Severance, in the event that Company or a successor corporation terminates Executive's employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event takes place within one year following a Change in Control (as defined below), Executive will receive immediate vesting with respect to all unvested stock options that are held by Executive and the Company's right of repurchase shall lapse entirely with respect to restricted stock grants from the Company to Executive. In the event of Executive's termination of employment as described in this subsection (e), the Executive's then outstanding stock options shall be exercisable until the earlier of (1) the expiration of 6 months from Executive's date of termination, or (2) the later of (i) December 31^st of the calendar year in which such option would have expired pursuant to its original terms, or (ii) the fifteenth (15^th) day of the third month following the date which such option would have expired pursuant to its original terms. Notwithstanding the foregoing, in no case shall any option be exercisable after the expiration of its term.

          (f) For purposes of this Section 6, "Cause" means (i) any act of personal dishonesty taken by Executive in connection with Executive's responsibilities under this Agreement that is intended to result in Executive's personal enrichment, (ii) Executive's conviction of a felony, (iii) any act by Executive that constitutes material misconduct and is injurious to the Company, or (iv) substantial violations of employment duties, responsibilities or obligations to Company that are demonstrably willful and deliberate.

          (g) For purposes of this Section 6, "Good Reason" means (i) without Executive's consent, a significant reduction of Executive's duties, position or responsibilities relative to Executive's duties, position or responsibilities in effect immediately prior to such reduction, other than a reduction where Executive (1) is asked to assume substantially similar duties and responsibilities within division of a larger entity after a Change in Control and Executive continues to report to the Chief Executive Officer of the parent company of which Company becomes a part or (2) remains a Section 16 officer of the parent company of which Company becomes a part; (ii) without Executive's consent, a reduction of Executive's Base Salary or Target Bonus other than a one-time reduction that does not exceed twenty percent (20%) and that is also applied to substantially all of Company's senior executives; (iii) substantial reduction of the facilities and perquisites (including office space) available to Executive immediately prior to such reduction; (iv) without Executive's consent, a material reduction by Company in the kind or level of employee benefits to which Executive is entitled immediately prior to such reduction, with the result that Executive's overall benefits package is significantly reduced, (v) without Executive's consent, Executive's relocation to a facility or a location outside the San Francisco Bay Area or Dublin/Pleasanton area, and (vi) any purported termination of Executive other than for Cause, as defined below. If Executive does not notify Company in writing that Executive believes a significant reduction of Executive's duties, position or responsibilities has occurred pursuant to this Section 6 within 180 days after receiving written notice of the event or occurrence that Executive believes to have resulted in such a significant reduction, then such reduction shall be deemed for purposes of this Agreement as not constituting Good Reason, as that term is used in this Section 6. Disagreement as to the allocation, eligibility and payment of Target Bonus to be set forth in a Target Bonus Schedule shall not be a basis for Good Reason resignation so long as such target bonus is created in accordance with Section 3(b) above. Prior to a Change in Control, reasonable changes in organizational structure, including the shifting or reassignment of divisional, geographic or team responsibilities among members of the executive team, shall not constitute Good Reason, as that term is used in this Section 6, provided that such changes do not decrease Executive's essential North American distribution responsibilities, including but not limited to direct sales, solution consulting, alliance partners and field marketing and provided that Executive continues to report directly to the Company's Chief Executive Officer.

          (h) For purposes of this Section 6, "Change in Control" means the occurrence of any of the following events: (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes the "beneficial owner" (as defined in Rule 13d-3 of such Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities; or (ii) the consummation of the sale or disposition by Company of all or substantially all of Company's assets; or (iii) the consummation of a merger or consolidation of Company with any other corporation, other than a merger or consolidation which would result in the voting securities of Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

          (i) Termination due to Death or Disability. If Executive's employment terminates by reason of death or Disability, then (i) Executive will be entitled to receive benefits only in accordance with the Company's then applicable plans, policies, and arrangements, and (ii) Executive's outstanding equity awards will terminate in accordance with the terms and conditions of the applicable award agreement(s).

          (j) Sole Right to Severance. This Agreement is intended to represent Executive's sole entitlement to severance payments and benefits in connection with the termination of Executive's employment. To the extent Executive receives severance or similar payments and/or benefits under any other Company plan, program, agreement, policy, practice, or the like, severance payments and benefits due to Executive under this Agreement will be correspondingly reduced (and vice-versa).

     7. Conditions to Receipt of Severance.

          (a) Separation Agreement and Release of Claims. The receipt of any Severance or other benefit pursuant to Section 6 will be subject to Executive signing and not revoking a separation agreement and release of claims in a form reasonably acceptable to the Company and Executive. Such agreement will provide (among other things) that Executive will not disparage the Company, its directors, or its executive officers, and will contain No-Solicitation terms consistent with this Agreement. No Severance will be paid or provided until the separation agreement and release agreement becomes effective.

          (b) Non-solicitation. In the event of a termination of Executive's employment that otherwise would entitle Executive to the receipt of Severance pursuant to Section 6, Executive agrees that as a condition to receipt of Severance, during the 12-month period following termination of employment, Executive, directly or indirectly, whether as employee, owner, sole proprietor, partner, director, founder or otherwise, will not hire, solicit, induce, or influence any person to modify such person's employment or consulting relationship with the Company (the "Non-solicitation").

     8. Indemnification and Insurance. Executive will be covered under the Company's insurance policies and, subject to applicable law, will be provided indemnification to the maximum extent permitted by the Company's bylaws, Certificate of Incorporation, and standard form of Indemnification Agreement, with such insurance coverage and indemnification to be in accordance with the Company's standard practices for senior executive officers but on terms no less favorable than provided to any other Company senior executive officer or director. This Section 8 shall survive the termination of Executive's employment, the termination of this Agreement and the execution of the separation agreement and release of claims described in Section 7.

     9. Confidential Information.

          (a) Company Information. The Executive will not, at any time, whether during or subsequent to Executive's employment hereunder, directly or indirectly, disclose or furnish to any other person, firm or corporation, or use on behalf of himself/herself or any other person, firm or corporation, any confidential or proprietary information acquired by the Executive in the course of Executive's employment with Company, including, without limiting the generality of the foregoing, product design, product roadmaps, future product plans, contractual details relating to current Company clients, buying habits of present and prospective clients of Company, pricing and sales policy, techniques and concepts, the names of customers or prospective customers of Company or of any person, firm or corporation who or which have or shall have treated or dealt with Company or any of its subsidiaries or affiliated companies, any other information acquired by the Executive regarding the methods of conducting the business of Company and any of its subsidiaries and/or affiliates, any information regarding the company's methods of research and development, of obtaining business, of manufacturing, of providing or advertising products or services, or of obtaining customers, trade secrets and other confidential information concerning the business operations of Company or any company and/or entity affiliated with Company, except to the extent that such information is already generally known in the public domain.

          (b) Former Employer Information. Executive agrees, during employment with Company, not to improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer or other person or entity and that Executive will not bring onto the premises of Company any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity.

          (c) Third Party Information. Executive recognizes that Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. Executive agrees to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out work for the Company consistent with Company's agreement with such third party.

          (d) Assignment of Inventions. Executive agrees to promptly make full written disclosure to Company, will hold in trust for the sole right and benefit of the Company and hereby assigns to the Company, or its designee, all right, title and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements, or trade secrets, whether or not patentable or registrable under copyright or similar laws, which Executive may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time Executive is in the employ of Company (collectively referred to as "Inventions"). Executive further acknowledges that all original works of authorship which are made by Executive (solely or jointly with others) within the scope of and during the period of Executive's employment with Company and which are protectible by copyright are "works made for hire" as that term is defined in the relevant copyright act.

          (e) Inventions Retained and Licensed. Executive has attached hereto, as Schedule B, a list of all inventions, original works of authorship, developments, improvements, and trade secrets which were made by me prior to my employment with Company (collectively referred to as "Prior Inventions"), which belong to Executive, which relate to Company's proposed business, products or research and development, and which are not assigned to Company hereunder; or, if no such list is attached, Executive represents that there are no such Prior Inventions. If in the course of Executive's employment with Company, Executive incorporates into a Company product, process or machine a Prior Invention owned by Emoloyee or in which Executive has an interest, Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use, and sell such Prior Invention as part of or in connection with such product, process or machine.

          (f) Maintenance of Records. Executive agrees to keep and maintain adequate and current written records of all Inventions made by Executive (solely or jointly with others) during the term of my employment with Company. The records will be in the form of notes, sketches, drawings, and any other format that may be specified by Company. The records will be available to and remain the sole property of Company at all times.

          (g) Patent and Copyright Registrations. Executive agrees to assist Company, or its designee, at Company's expense, in every proper way to secure Company's rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to Company, its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. Executive further agrees that Executive's obligation to execute or cause to be executed, when it is in Executive's power to do so, any such instrument or papers shall continue after the termination of this Agreement. If Company is unable because of Executive's mental or physical

incapacity or for any other reason to secure Executive's signature to apply for or to pursue any application for any Canadian or foreign patents or copyright registrations covering Inventions or original works of authorship assigned to Company as above, then Executive hereby irrevocably designate and appoint Company and its duly authorized officers and agents as Executive's agent and attorney in fact, to act for and in Executive's behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by Executive.

          (h) Return of Company Documents. Executive agrees that, at the time of leaving the employ of Company, Executive will deliver to Company (and will not keep in my possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items developed by me pursuant to Executive's employment with Company or otherwise belonging to Company, its successors or assigns.

     10. Assignment. This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors, and legal representatives of Executive upon Executive's death and (b) any successor of the Company. Any such successor of the Company will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, "successor" means any person, firm, corporation, or other business entity which at any time, whether by purchase, merger, or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company. None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. Any other attempted assignment, transfer, conveyance, or other disposition of Executive's right to compensation or other benefits will be null and void.

     11. Notices. All notices, requests, demands, and other communications called for hereunder will be in writing and will be deemed given (a) on the date of delivery if delivered personally, (b) one day after being sent by a well established commercial overnight service, or (c) four days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the parties or their successors at the following addresses, or at such other addresses as the parties may later designate in writing:

If to the Company:

Attn: Chief Executive Officer
Taleo Corporation
575 Market Street, 8^th Floor
San Francisco, CA 94105

If to Executive:

at the last residential address known by the Company as provided by Executive in writing.

     12. Severability. If any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this Agreement will continue in full force and effect without said provision.

     13. Arbitration.

          (a) General. In consideration of Executive's service to the Company, its promise to arbitrate all employment related disputes, and Executive's receipt of the compensation, pay raises, and other benefits paid to Executive by the Company, at present and in the future, Executive agrees that any and all controversies, claims, or disputes with anyone (including the Company and any employee, officer, director, shareholder, or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from Executive's service to the Company under this Agreement or otherwise or the termination of Executive's service with the Company, including any breach of this Agreement, will be subject to binding arbitration under the Arbitration Rules set forth in California Code of Civil Procedure Section 1280 through 1294.2, including Section 1283.05 (the "Rules") and pursuant to California law. Disputes which Executive agrees to arbitrate, and thereby agrees to waive any right to a trial by jury, include any statutory claims under state or federal law, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the California Fair Employment and Housing Act, the California Labor Code, claims of harassment, discrimination, or wrongful termination, and any statutory claims. Executive further understands that this Agreement to arbitrate also applies to any disputes that the Company may have with Executive.

          (b) Procedure. Executive agrees that any arbitration will be administered by the American Arbitration Association ("AAA") and that a neutral arbitrator will be selected in a manner consistent with its National Rules for the Resolution of Employment Disputes. The arbitration proceedings will be held in the county of Taleo US headquarters and will allow for discovery according to the rules set forth in the National Rules for the Resolution of Employment Disputes or California Code of Civil Procedure. Executive agrees that the arbitrator will have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication and motions to dismiss and demurrers, prior to any arbitration hearing. Executive agrees that the arbitrator will issue a written decision on the merits. Executive understands the Company will pay for any administrative or hearing fees charged by the arbitrator or AAA except that Executive will pay the first $200.00 of any filing fees associated with any arbitration Executive initiates. Executive agrees that the arbitrator will administer and conduct any arbitration in a manner consistent with the Rules and that to the extent that the AAA's National Rules for the Resolution of Employment Disputes conflict with the Rules, the Rules will take precedence.

          (c) Remedy. Except as provided by the Rules, arbitration will be the sole, exclusive, and final remedy for any dispute between Executive and the Company. Accordingly, except as provided for by the Rules, neither Executive nor the Company will be permitted to pursue court action regarding claims that are subject to arbitration. Notwithstanding, the arbitrator will not have the authority to disregard or refuse to enforce any lawful Company policy, and the arbitrator will not order or require the Company to adopt a policy not otherwise required by law which the Company has not adopted.

          (d) Availability of Injunctive Relief. In addition to the right under the Rules to petition the court for provisional relief, Executive agrees that any party also may petition the court for injunctive relief where either party alleges or claims a violation of this Agreement or the Confidentiality Agreement or any other agreement regarding trade secrets, confidential information, nonsolicitation, noninducement or Labor Code ¤2870.

          (e) Administrative Relief. Executive understands that this Agreement does not prohibit Executive from pursuing an administrative claim with a local, state, or federal administrative body such as the Department of Fair Employment and Housing, the Equal Employment Opportunity Commission, or the workers' compensation board. This Agreement does, however, preclude Executive from pursuing court action regarding any such claim.

          (f) Voluntary Nature of Agreement. Executive acknowledges and agrees that Executive is executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else. Executive further acknowledges and agrees that Executive has carefully read this Agreement and that Executive has asked any questions needed for Executive to understand the terms, consequences, and binding effect of this Agreement, including that Executive is waiving Executive's right to a jury trial. Finally, Executive agrees that Executive has been provided an opportunity to seek the advice of an attorney of Executive's choice before signing this Agreement.

     14. Parachute Excise Tax Gross-Up.

          (a) Gross-Up Payment. If it is determined that any payment or distribution of any type to Executive or for Executive's benefit by Company, any of its affiliates, any person who acquires ownership or effective control of Company or ownership of a substantial portion of Company's assets (within the meaning of section 280G of Code, and the regulations thereunder) or any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Total Payments"), would be subject to the excise tax imposed by section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax and any such interest or penalties are collectively referred to as the "Excise Tax"), then Executive will be entitled to receive an additional payment (a "Gross-Up Payment") in an amount calculated to ensure that after Executive pays all taxes (and any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments, subject to Section 14(e) below.

          (b) Determination by Accountant. All determinations and calculations required to be made under this Section 14 will be made by an independent accounting firm selected by Executive from among the largest four accounting firms in the United States (the "Accounting Firm"). The Accounting Firm will provide its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matter, to Executive and Company not less than forty-five (45) days before the date any such Excise Tax is due (if Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by Executive, it will furnish Executive with a written statement that it has concluded that no Excise Tax is payable (including the reasons therefor) and that Executive have substantial authority not to report any Excise Tax on Executive's federal income tax return. If a Gross-Up Payment is determined to be payable, it will be paid to Executive not less than thirty (30) days before any such Excise Tax is due. Any determination by the Accounting Firm will be binding upon Company and Executive, absent manifest error.

          (c) Over- and Underpayments. As a result of uncertainty in the application of section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by Company should have been made ("Underpayment") or that Gross-Up Payments will have been made by Company that should not have been made ("Overpayment"). In either event, the Accounting Firm will determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment will promptly be paid by Company to Executive or for Executive's benefit. In the case of an Overpayment, Executive will, at the direction and expense of Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, Company, and otherwise reasonably cooperate with Company to correct such Overpayment, provided, however, that (i) Executive will in no event be obligated to return to Company an amount greater than the net after-tax portion of the Overpayment that Executive have retained or have recovered as a refund from the applicable taxing authorities and (ii) this provision will be interpreted in a manner consistent with the intent of Section 14(a) above, which is to make Executive whole, on an after-tax basis, from the application of the Excise Tax, subject to Section 14(e) below, it being understood that the correction of an Overpayment may result in Executive's repaying to Company an amount that is less than the Overpayment.

          (d) Stockholder Approval. If no stock of Company is readily tradable and the stockholder approval exemption described in section 280G(b)(5)(A)(ii) of the Code may be available for one or more payments or distributions to Executive or for Executive's benefit, then Executive and Company will use their best efforts to seek such approval in accordance with the regulations under section 280G of the Code and to cause such exemption to apply.

          (e) Gross-Up Payment Cap. Notwithstanding the foregoing or anything in this Section 14, the total amount paid to Executive by Company as Gross-Up Payments will not exceed $200,000.

     15. Section 409A. Notwithstanding anything to the contrary in this Agreement, any cash severance payments due to Executive pursuant to this Agreement or otherwise will not be paid during the six-month period following Executive's termination of employment unless the Company determines, in its good faith judgment, that paying such amounts at the time or times indicated above would not cause Executive to incur an additional tax under Section 409A of the Code and any temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder ("Section 409A"). If the payment of any amounts are delayed as a result of the previous sentence, any cash severance payments due to Executive pursuant to this Agreement or otherwise during the first six (6) months after Executive's termination will accrue during such six-month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of the Executive's termination. Thereafter, payments will resume in accordance with the applicable schedule set forth in this Agreement.

     16. Integration. This Agreement represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in a writing that specifically references this Section and is signed by duly authorized representatives of the parties hereto. Executive agrees to work in good faith with the Company to consider amendments to this Agreement which are necessary or appropriate to avoid imposition of any additional tax or income recognition under Section 409A prior to the actual payment to Executive of payments or benefits under this Agreement.

     17. Waiver of Breach. The waiver of a breach of any term or provision of this Agreement, which must be in writing, will not operate as or be construed to be a waiver of any other previous or subsequent breach of this Agreement.

     18. Survival. The Company's and Executive's responsibilities under Sections 8, 9, 13 and 14 and all other provisions intended by their terms to survive the termination of this Agreement will survive the termination of this Agreement.

     19. Headings. All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement.

     20. Tax Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable taxes.

     21. Governing Law. This Agreement will be governed by the laws of the State of California (with the exception of its conflict of laws provisions).

     22. Acknowledgment. Executive acknowledges that Executive has had the opportunity to discuss this matter with and obtain advice from Executive's private attorney, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.

     23. Counterparts. This Agreement may be executed in counterparts, and may be exchanged by fax or electronically scanned and emailed copies. Each counterpart will have the same force and effect as an original and will constitute an effective, binding agreement on the part of each of the undersigned.

     IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by a duly authorized officer, as of the day and year written below.

COMPANY:

TALEO CORPORATION

By:		/s/ Michael Gregoire				Date: 3/8/2006
Name: Michael Gregoire
Title: President and Chief Executive Officer
EXECUTIVE:
/s/ Jeffrey Carr						Date: 3/8/2006
Jeffrey Carr

[SIGNATURE PAGE TO JEFFREY CARR EMPLOYMENT AGREEMENT]