EXHIBIT 10.20
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February 5, 1998
Ad Nederlof
970 Peachtree Battle Avenue, NW
Atlanta, Georgia 90327
Dear Ad:
On behalf of Genesys Telecommunications Laboratories, Inc. (the "Company"), I am
pleased to offer employment with the Company on the following terms:
1. You will be employed as Managing Director EMEA and member of the executive
committee reporting to the CEO with an anticipated start date of February
15, 1999. This offer and your employment is contingent upon:
A. Satisfactory results of background and reference checks.
B. Receipt of an executed copy of the Company's form of confidential
information and invention assignment agreement (which is attached)
C. Your agreement to devote, during your employment, your full time efforts
to your responsibilities at the Company and not to engage in any other
activities which would conflict with the best interests of the Company.
2. Your base compensation will be $230,000 annualized salary ("Base Salary"),
plus commission/bonus potential of up to $150,000 in accordance with the
Company's bonus plan in effect, if any.
3. We will propose to the Board that you be granted options to purchase shares
of the Company's Common Stock under the Company's 1997 Stock Incentive Plan
at a purchase price equal to the fair market value of such shares on the
date the options are approved by the Board. The option will be for 300,000
share and will vest of over a period of four years beginning with your date
of employment, at a rate of 25% of the shares at the end of the first year
and 1/48th of the shares at the end of each month thereafter.
4. The options will provide for certain acceleration upon a constructive
termination in the event of a change of control, and such provision will be
consistent with those provided in the option agreements with similar
officers of the Company, a copy of such language is attached hereto as
Schedule A.
5. You will be eligible to participate in the company's standard package of
employee benefits, which includes medical, dental, life and disability
insurance, a flexible spending program, and Employee Stock Purchase Plan
(ESPP).
6. At all times, your employment with the Company is "at-will", which means
that employment with the Company may be terminated at any time by either you
or the Company with or without cause or justification, subject only to the
entitlements, liabilities and obligations set forth in 5(a)-(e), below; and
upon any termination of
Letter to Mr. Nederlof
_____________, 1998
Page 2
your employment, you agrees to immediately resign as an officer of Company.
Although other terms and conditions of employment, including job duties and
title, compensation and benefits, may be changed by the company at any time,
the at-will nature of an employment relationship shall not change.
(a) Termination for Cause.
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(i) In the event that Company terminates your employment for "cause,"
Company's total liability under this Agreement shall be that
described in 5(b)(i) below. "Cause" shall mean:
(1) gross negligence or your repeated failure to perform your
duties and responsibilities to the reasonable satisfaction of
the CEO, President or other appropriate officer or any breach
by you of your fiduciary duties to the Company (including the
meeting of any agreed to milestone or plans). For purposes of
this letter, any act or acts or omission or omissions by you
that may have a material adverse effect on the Company's
operations or business shall be deemed to be a breach of you
duties and responsibilities to the Company; or
(2) the commission of any criminal acts, act of fraud, embezzlement
or actual dishonesty by you, any unauthorized use or disclosure
by you of confidential information or trade secrets of Company
(or any Parent or Subsidiary).
(ii) In the event that Company terminates your employment other than for
"Cause," Company's total liability under this Agreement shall be
that described in 5(b)(ii) below.
(b) Entitlements and Liabilities Upon Termination. Your entitlements and the
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Company's liabilities upon any termination of your employment shall be
one of the following, depending upon the circumstances of the
termination, as specified in 5(a) above; and you shall not be entitled
to any further compensation, any benefits or stock vesting except as
specified below:
(i) In the event of termination for cause, you shall be entitled to,
and Company shall pay to you, your Base Salary earned through the
date of termination, and your participation in all employee
benefits shall cease as of the date of termination except as you
may be eligible and elect to continue pursuant to COBRA.
(ii) In the event of termination by Company other than for cause, and
provided that during the period after termination for which Company
is obligated to pay you, you comply with the obligations of 5(c)
below, you shall be entitled to, and Company shall continue to pay
to you, your Base Salary and COBRA continuation premiums for six
(6) months after the date of termination.
(c) Your Obligations.
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(i) As a condition of receiving any severance payments under this
Section 5, above, you shall be required to execute in favor of the
Company and deliver a waiver and general release of any and all
claims, known and unknown, in such form as the President or any
designee shall specify.
Letter to Mr. Nederlof
_____________, 1998
Page 3
(ii) During any period of time for which Company is making, or is
obligated to make, any payment to you pursuant to 5(b), you shall
hold yourself available to consult with Company in a manner
requested by the CEO, President or any designee and shall not
(without limiting any other obligations you may have to the
Company):
(1) own, engage in, have any substantial interest in, advise or
provide any services or labor to any person or entity engaged
in any business that is in any material way directly
competitive with the business that is conducted by Company; or
(2) solicit, accept or receive any compensation from any person or
entity engaged in any business that is in any material way
directly competitive with the business that is conducted by
Company; or
(3) contact, solicit or call upon any customer or supplier of
Company on behalf of any person or entity other than Company
for the purpose of selling, providing or performing any
products or services directly competitive with those provided
or performed by Company; or
(4) induce or attempt to induce any person or entity to curtail or
cancel any business or contracts which such person or entity
has or is in the process of having with Company; or
(5) induce or attempt to induce any person or entity to terminate,
cancel or breach any contract which such person or entity has
with Company, to terminate any person's employment relationship
with Company, or to receive or accept any benefits in the event
of such termination, cancellation or breach.
You agree to enter into such additional documents or agreements
reflecting the foregoing Section as the Company may reasonably
request.
6. You represent and warrant that you are not breaching any contractual
relationship or obligation toward any other person or entity by entering
into an employment relationship with the Company, by executing this
Agreement or by complying with the terms and conditions of the same.
Furthermore, you understand that Company is hiring you solely for the
purpose of engaging your skill and expertise, and not to acquire any trade
secret, proprietary or confidential information belonging to any other
person or entity; and that in performing under this Agreement, you are
prohibited by Company from disclosing any such trade secret and proprietary
or confidential information to Company.
7. Dispute Resolution; Arbitration in Lieu of Civil Litigation.
(a) You and the Company (hereafter "the Parties") hereby agree that any and
all controversies, claims or disputes that Company may have with you or
that you may have with Company, or any of its employees, officers,
directors, agents or assigns, which arise out of your employment with
Company, shall be resolved through final and binding arbitration in
accordance with National Rules for the Resolution of Employment Disputes
of the American Arbitration Association. The arbitration shall be
conducted in San Francisco, California before a single arbitrator
mutually agreed by Company and you; provided that if they are unable to
agree on a single arbitrator within 30 days of the demand by either
party for arbitration, an arbitrator shall be designated by the San
Francisco Office of the American Arbitration Association.
(b) Such controversies, claims and disputes include, without limitation, any
controversy, claim or dispute relating to your employment or the
termination thereof, claims for
Letter to Mr. Nederlof
_____________, 1998
Page 4
breach of contract or breach of the covenant of good faith and fair
dealing, infliction of emotional distress, defamation and any claims of
discrimination, harassment or other claims under the California Fair
Employment and Housing Act, Title VII of the Civil Rights Act of 1964,
the Age Discrimination in Employment Act, the Americans With
Disabilities Act, the Employee Retirement Income Securities Act, the
Family Care and Medical leave Act, and any other federal, state or local
law or regulation now in existence or hereinafter enacted and as amended
from time to time regarding employment, termination of employment and
the terms and conditions of employment, including the California Labor
Code.
(c) The only controversies, claims or disputes not covered by this covenant
to arbitrate, are those regarding your entitlement to benefits under the
unemployment insurance or workers' compensation laws.
(d) The Parties will share equally the cost of the arbitration filing and
hearing fees and the cost of the arbitrator. Each party will bear its
own attorneys' fees, and the arbitrator will not have authority to award
attorneys' fees unless a statutory section at issue in the dispute
authorizes the award of attorneys' fees to the prevailing party, in
which case the arbitrator shall have the authority to make such award as
permitted by the statute in question.
(e) The Parties understand and agree that arbitration shall be instead of
any civil litigation. This means that each party is waiving any right to
a jury trail, and that the arbitrator's decision shall be final and
binding to the fullest extent permitted by law and enforceable by any
court having jurisdiction thereof.
8. This Agreement reflects the full and complete understanding and agreement
between you and the Company regarding your employment relationship with the
Company, and it shall supersede any and all prior written or oral
negotiation, offer or agreement regarding your employment relationship with
the Company.
To indicate your acceptance of the Company's offer, please sign and date this
letter in the space provided below and return it to me. This offer will remain
in effect for 5 calendar days from the date of this letter. A duplicate
original is enclosed for your records.
Ad, we very much look forward to working with you.
Very truly yours,
/s/ Ori Sasson
Ori Sasson
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Agreed and accepted: Feb. 6, 1999
/s/ Ad Nederlof Feb 15, 1999
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Name Anticipated Start Date
Letter to Mr. Nederlof
_____________, 1998
Page 5
Schedule A to Offer Letter
Acceleration for Key Officers Language
13. Change in Control. Unless expressly waived by Optionee, in the event
of (A) the sale of all or substantially all of the Company's assets or the
merger or consolidation of the Company (or series of transactions which
results in such a merger or consolidation) with or into another company
pursuant to which the shareholders of the Company immediately prior to the
closing of such merger or consolidation (or series of transactions) own
less than 50% of the voting securities of the surviving company immediately
following the closing of such merger or consolidation (a "Merger" and
collectively with sale of assets an "Acquisition"), and (B) the acquiror
fails to provide Optionee with both cash compensation and operational
responsibility that is at least equal in terms of salary and benefits and
operating duties, respectively, to that which Optionee was receiving from
the Company at the time of the Acquisition, then all of the unvested shares
will be accelerated as of the closing date of the Acquisition and become
fully vested immediately prior to the closing of the Acquisition.