Employment Agreement - Taleo Corp. and Divesh Sisodraker
[TALEO LOGO]
Taleo Corporation
575 Market Street, 8th Floor
San Francisco, California 94105
San Francisco, March 15, 2005
MR. DIVESH SISODRAKER
RE: TERMS OF EMPLOYMENT
Dear Divesh,
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
Chief Financial 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) In addition to your base salary, you will be eligible for
incentive bonuses for each fiscal quarter, beginning Q2 2005, or fiscal year of
Taleo ("Incentive
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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 thousand dollars ($100,000 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 six (6) 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 one
(1) year 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 6-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 violations of
employment duties, responsibilities or obligations to Taleo that are
demonstrably willful and deliberate.
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4. Location and Relocation fees. This offer is made to you with the
condition that you will relocate to San Francisco before August 15, 2005, and
perform your duties from our San Francisco head office. You will be eligible to
receive reasonable reimbursement for relocation charges from Vancouver to San
Francisco, not to exceed $30,000. Taleo will gross-up taxable relocation
expenses in order to pay the appropriate tax authorities on your behalf. Should
you voluntarily leave Taleo or your employment is terminated by Taleo for any
reason within one year of your hire date, you must repay a pro-rated portion of
all relocation benefits and expenses. For each month not employed during this
12-month minimum employment period, you must reimburse Taleo 1/12 of all
relocation expenses paid to you or on your behalf.
5. Immigration requirements. To legally work in the United States,
the Employee will require a valid visa. The Company shall cover the processing
and legal fees associated with obtaining the appropriate authorizations for the
Employee.
6. 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 (4) 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 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.
7. 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. You
understand that this offer is made to you with the understanding that Taleo will
represent your sole and full-time employment occupation. 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 or active in the Human Capital
Management industry. You understand that every such situation should be
discussed and agreed to with the CEO.
8. 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.
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(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.
(d) 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.
9. 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
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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.
We look forward to working with you at Taleo.
Sincerely,
Taleo Corp.
/s/ Michael Gregoire
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Michael Gregoire, 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.
MONDAY, APRIL 4, 2005 /s/ Divesh Sisodraker
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