1
EXHIBIT 10.21
DATAWORKS CORPORATION
5910 PACIFIC CENTER BLVD., SUITE 300
SAN DIEGO, CALIFORNIA 92121
September 29, 1997
Mr. Mark Hellinger
1211 Santa Luisa Drive
Solana Beach, CA 92075
Re: Employment Terms
Dear Mr. Hellinger:
DataWorks Corporation (the "Company") is pleased to offer you the
position of President, Mid-Tier Division, on the terms set forth below,
effective immediately following the closing of the strategic merger between the
Company and Interactive Group, Inc. As such, you will head DataWorks U.S.
Mid-Tier ERP market. You will report directly to me.
Your base compensation will be $200,000 per annum. Upon countersigning
this letter accepting this offer of employment (provided the closing of the
merger between the Company and Interactive has occurred), you will be entitled
to receive from the Company a "retention bonus" of $300,000, payable quarterly
over two years on the first day of each calendar quarter hereafter to be paid in
installments of $37,500 (with the first payment of $37,500 to be paid on October
1, 1997). Your compensation hereunder will be subject to payroll deductions and
all required withholdings, and you will be entitled to additional compensation,
including stock options, as may be agreed upon by you and the Company. In any
event, you will be eligible to participate in and benefit from the employee
benefit plans and benefit arrangements of the Company, including its bonus and
stock award programs, to the same extent the Company's other executive officers
are so eligible. You will be evaluated for any award under the Company's bonus
plan as then in effect at the Executive Vice President level.
Immediately following the effectiveness of your employment with the
Company as provided above, you will be granted an option to purchase 25,000
shares of Common Stock of the Company pursuant to the Company's 1995 Equity
Incentive Plan, at an exercise price equal to 110% of the fair market value of
the Common Stock on the date of such effectiveness and vesting in accordance
with the Company's standard policies so long as you continue to be employed with
the Company. Such option shall be an incentive stock option to the extent
compliant with applicable law, and a nonstatutory stock option to the extent
necessary to ensure such compliance. Further, the grant of such option shall not
preclude you from receiving other option grants as described in the preceding
paragraph.
2
Mr. Mark Hellinger
September 29, 1997
Page 2
You will be paid on the Company's normal paydays. As an exempt salaried
employee, you will be expected to work the hours required by the nature of your
work assignments. The Company or may modify your position, duties, work
location, compensation and benefits from time to time as it deems necessary;
provided, however that an adverse and substantial reduction in the nature or
status of your responsibilities or in your base compensation, other than for
Cause (as defined below), shall be deemed a constructive termination without
Cause for purposes of this Agreement.
As a Company employee, you will be expected to abide by Company rules
and regulations, and (if requested by the Company) sign and comply with a
confidentiality agreement or a proprietary information and inventions agreement,
which, among other things, prohibits unauthorized use or disclosure of Company
proprietary information.
Your employment relationship with the Company is at-will. Subject only
to the obligation to pay you the severance benefits described in next paragraph
and the retention bonus payment described above in the event the Company
terminates your employment without Cause, in order to protect our mutual
employment rights, either you or the Company may terminate your employment
relationship at any time and for any reason whatsoever, with or without Cause or
advance notice. This at-will employment relationship cannot be changed except in
a writing signed by a duly authorized officer of the Company.
In the event the Company terminates your employment without Cause, in
addition to receiving continued payment of your retention bonus until it is
fully paid, you shall receive as severance an aggregate amount equal to your
then annual base salary, which amount shall be paid in equal monthly
installments over the 12-month period following the date of termination. "Cause"
for termination shall mean (a) willful breach or habitual neglect of your duties
and failure to remedy your performance within 30 days after written notice to
you, or (b) misconduct, including but not limited to: (i) conviction of any
felony or of any crime involving moral turpitude or dishonesty; (ii)
participation in any fraud against the Company; (iii) breach of your Proprietary
Information and Inventions Agreement; or (iv) conduct by you which in the good
faith and reasonable determination of the Board of Directors of the Company
demonstrates your gross unfitness to serve.
3
Mr. Mark Hellinger
September 29, 1997
Page 3
The employment terms in this letter supersede any other agreements or
promises made to you by anyone, whether oral or written, including any
employment agreement or arrangement between you and the Company in existence
prior to the date hereof.
Sincerely,
DATAWORKS CORPORATION
/s/ Norman R. Farquhar
---------------------------------------
Norman R. Farquhar
Executive Vice President and
Chief Financial Officer
Accepted by:
/s/ Mark Hellinger
- ------------------------------
Mark Hellinger
9/29/97
- ------------------------------
Date