Employment Agreement - Vitria Technology Inc. and James Guthrie
[VITRIA LOGO]
DELIVERED VIA E-MAIL
December 10, 2003
Mr. James Guthrie
Vitria Technologies, Inc.
945 Stewart Street
Sunnyvale, CA 94085
Dear Jim:
We are delighted to offer you the position of Senior Vice President, Engineering
at Vitria Technology, Inc. (the "Company", "Vitria") reporting to the Chief
Executive Officer (CEO). Your anticipated start date is Monday, January 5, 2004.
Your annual base salary will be $275,000. You will be paid bi-monthly at a rate
of $11,458.34 payable on the 15th and 30th/31st of each month. In addition, you
will be eligible for an (annualized) target bonus at 50% of your base salary.
The target bonus will be paid annually based upon the 2004 Executive
Compensation Plan to be approved by the Compensation Committee.
Annual Base Salary: $275,000
Annual Bonus Target: $137,500
50% of your 2004 target bonus will be guaranteed in the amount of $68,750.00.
The remaining 50% of your target bonus will be based on the 2004 Executive Bonus
Plan to be approved by the Compensation Committee. You will receive a sign-on
bonus of $75,000 less statutory withholdings provided you start on or before
January 5, 2004. You agree that this amount will be repaid to Vitria in full, if
you resign or are terminated for "cause" within the first 12 months of your
employment with Vitria. The sign-on bonus will be paid on the January 30th, 2004
payroll.
If your employment with the Vitria is terminated by the Company "Without Cause"
or if you resign, "With Good Reason" not in connection with a "Change of
Control", you shall be entitled to receive a one time lump sum payment equal to
twelve (12) months of Base Salary (subject to applicable tax withholding)
following the termination date.
DEFINED TERMS:
Cause
(a) theft; a material act of dishonesty or fraud; intentional
falsification of any employment or Company records; or the commission of any
criminal act which impairs your ability to perform appropriate employment duties
for the Company;
(b) improper disclosure or use of the Company's confidential, business
or proprietary information;
(c) conviction (including any plea of guilty or nolo contendere) for a
crime involving moral turpitude causing material harm to the reputation and
standing of the Company, as determined by the Company in its sole discretion;
(d) gross negligence or willful misconduct in the performance of your
assigned duties; or
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(e) repeated failure to perform job responsibilities in accordance with
written instructions from the CEO.
Without Cause. For all purposes under this Agreement, a termination of the
employment by the Company "Without Cause" shall mean a termination by the
Company in the absence of "Cause", as defined above, but in no event shall the
term "Without Cause" include a termination as a result of death or disability.
With Good Reason. For all purposes under this Agreement, "With Good Reason" for
resignation will exist if you resign from employment within 60 days after the
occurrence, without your written consent, of any of the following: (i) any
material reduction in your Base Salary or Target Bonus; (ii) any material
reduction in your benefits; (iii) a change in your position with the Company or
a successor company that materially reduces your stature (see attached Job
Description); or (iv) a material breach by the Company of its obligations under
this Agreement, that is not corrected within thirty (30) days following written
notice thereof to the Company by you, such notice to state with specificity the
nature of the failure; provided that if such failure cannot reasonably be
corrected within thirty (30) days of written notice thereof, correction shall be
commenced by the Company within such period and may be corrected within a
reasonable period thereafter.
Vitria will recommend to the Compensation Committee of the Board of Directors
that you be granted under its Equity Incentive Plan, an option to purchase
275,000 shares of Common Stock (the "Option"), at an exercise price equal to the
fair market value established by the Compensation Committee on the date of grant
which shall be as soon as reasonably practicable following your start date. Such
Option shares shall vest 25% after twelve months of continuous service with the
remaining amount vesting, in equal installments at the end of each calendar
month, over the following thirty-six months.
It is agreed by both parties that you will be covered by the terms of the
company's Board-approved Change of Control agreement for executives of the
Company as approved and adopted by the Board of Directors. See the attached "Key
Employee Retention and Severance Plan" adopted January 22, 2002.
As a Vitria employee, you will be expected to abide by Vitria's policies and
procedures, and sign and comply with the Proprietary Information and Inventions
Agreement. Your employment at Vitria Technology is at will, that is, not for a
specified term. This means that either you or Vitria may terminate your
employment at any time for any reason, with or without cause or advance notice.
All new employees must pass an employment verification procedure before they are
permitted to work. This procedure has been established by Vitria and requires
every individual to provide satisfactory evidence of his/her identity and legal
authority to work in the United States within twenty-four (24) hours of his/her
start date. Upon acceptance of this offer, we will forward you an Employment
Eligibility Verification Form indicating the types of acceptable documentation.
Please bring the appropriate document(s) with you on your first day of work.
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This letter, the Proprietary Information and Inventions Agreement, and the Key
Employee Retention and Severance Plan, constitute the entire and final agreement
between you and Vitria regarding your employment and supersede any other
agreements, representations or promises. You understand that this agreement
cannot be changed or amended except in writing signed by you and by an
authorized company representative.
We are looking forward to having you join the team. Please sign below to
indicate your acceptance of this offer. This offer expires Friday, December 12,
2003.
Sincerely yours,
/s/ Gary S. Velasquez
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Gary S. Velasquez
Chief Executive Officer
I have read, understood, and fully accept the above terms.
/s/ James Guthrie December 11, 2003
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James Guthrie Date