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EXHIBIT 10.9
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DSET CORPORATION
SENIOR EXECUTIVE CHANGE IN CONTROL AGREEMENT
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THIS SENIOR EXECUTIVE CHANGE IN CONTROL AGREEMENT (the "Agreement") is made
as of the [_____] day of October, 2000, by and between DSET Corporation, a New
Jersey corporation (the "Company"), and [_________], an employee of the Company
(the "Employee").
R e c i t a l s:
1. The Company is engaged in providing business-to-business e-commerce
connectivity solutions for the global telecommunications marketplace. The
Employee is currently employed by the Company as [______________].
2. The Company and the Employee desire to provide for certain benefits for
the Employee in the event of the termination of his employment, including a
termination following a change of control of the Company, on the terms and
conditions set forth in this Agreement.
Agreement:
In consideration of the premises and the mutual covenants and conditions
set forth herein, the Company and the Employee agree as follows:
Section 1. Operation of Agreement. This Agreement shall be effective
immediately upon its execution, but the provisions hereof shall not be operative
unless and until a "Change in Control" (as such term is defined in Section 2)
has occurred.
Section 2. Change in Control. The term "Change in Control" as used in this
Agreement shall mean the first to occur of any of the following:
(a) The effective date or date of consummation of any transaction or series
of transactions (other than a transaction to which only the Company and one
or more of its subsidiaries are parties) pursuant to which the Company:
(i) becomes a subsidiary of another corporation, or
(ii) is merged or consolidated with or into another corporation, or
(iii) engages in an exchange of shares with another corporation, or
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(iv) transfers, sells or otherwise disposes of all or substantially
all its assets to a single purchaser (other than the Employee), or a
group of purchasers (none of whom is the Employee);
provided, however, that this Subsection (a) shall not be applicable to a
transaction or series of transactions in which a majority of the capital stock
of the other corporation, following such transaction or series of transactions,
is owned or controlled by the holders of a majority of the Company's outstanding
capital stock immediately before such sale, transfer or disposition.
(b) The date upon which any person, (other than the Employee), group
of associated persons acting in concert (none of whom is the Employee)
or corporation becomes a direct or indirect beneficial owner of shares
of stock of the Company representing an aggregate of more than fifty
percent (50%) of the votes then entitled to be cast at an election of
directors of the Company; provided however, that this Subsection (b)
shall not be applicable to a transaction or series of transactions in
which the entity acquiring such ownership in excess of fifty percent
(50%) is a person or entity who is eligible, pursuant to Rule 13d-1(b)
under the Securities Exchange Act of 1934, as amended, to file a
statement on Schedule 13G with respect to its beneficial ownership of
the Company's capital stock, whether or not such person or entity
shall have filed a schedule 13G, unless such person or entity shall
have filed a Schedule 13D with respect to beneficial ownership of
fifteen (15%) or more of the Company's capital stock; and provided,
further, that the acquisition of shares in a bona fide public offering
or private placement of securities by an investor who is acquiring
such shares for passive investment purposes only shall not constitute
a "Change in Control."
(c) The date upon which the persons who were members of the Board of
Directors of the Company on the date of this Agreement (the "Original
Directors") cease to constitute a majority of the Board of Directors;
provided, however, that any new Director whose nomination or selection
has been approved by the affirmative vote of at least three of the
Original Directors then in office shall also be deemed an Original
Director.
Section 3. Acceleration of Options Upon Termination by Company Without
Cause or By Employee for Cause Following Change in Control. If, during the
two-year period immediately following a Change in Control, the Employee's
employment with the Company is terminated either:
(a) By the Company for no reason or for any reason other than Cause.
For purposes of this Agreement, "Cause" shall mean (i) willful
misconduct by the Employee in connection with his employment,
including, but not limited to, misappropriating any funds or property
of the Company, attempting to willfully obtain any personal profit
from any transaction in which the Employee has an interest which is
adverse to the interests of the Company, or any other intentional act
or omission which substantially impairs the Company's ability to
conduct its ordinary business in its usual manner, (ii) the failure of
the Employee to perform his duties or to follow the reasonable
directions of the Board of
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Directors of the Company within ten (10) business days after receipt
by the Employee of written notice of such failure, (iii) the
Employee's conviction of, or plea of nolo contendre to, any crime
constituting a felony under the laws of the United States or any State
thereof, or any crime constituting a misdemeanor under any such law
involving moral turpitude, or (iv) material breach by the Employee of
any provision of any confidentiality, invention assignment,
non-competition or non-solicitation agreement with the Company, which
breach shall not have been cured by the Employee within ten (10) days
of receipt of written notice of said breach; or
(b) By the Employee as a result of, or within 30 days of the
following:
(i) a reduction in his rate of regular compensation from the
Company to an amount below the rate of his regular compensation
as in effect immediately prior to the Change in Control;
(ii) a requirement that the Employee relocate to a location more
than fifty (50) miles from the Employee's current office location
with the Company immediately prior to the Change in Control;
(iii) a change in duties or job responsibilities from those as in
effect immediately prior to the Change in Control, which change
results in the material diminution of the Employee's status,
authority and duties;
then all options and/or warrants then held by the Employee to purchase
equity of the Company (or any successor or assign of the Company)
shall become fully vested and exercisable for a period of ninety (90)
days from the date of such termination.
Section 4. Entire Obligation. The acceleration of options and warrants
pursuant to Section 3 of this Agreement and any severance payment made by the
Company to the Employee, if any, shall constitute the full settlement of any
claim under law or equity that the Employee might otherwise assert against the
Company, or any of its employees, officers or directors on account of the
Employee's termination. The benefits of this Agreement shall supersede and
extinguish any obligation the Company may have with respect to the Employee
pursuant to any employment contract or other agreement for the payment of
employment compensation, whether such agreement(s) are in existence now or come
into existence hereafter. This Agreement contains the entire agreement of the
parties concerning the subject matter hereof and supersedes any prior agreement
between the Company and the Employee concerning the subject matter hereof.
Section 5. No Obligation to Continue Employment. This Agreement does not
create any obligation on the part of the Company to continue to employ the
Employee following a Change in Control or in the absence of a Change in Control.
Section 6. Term of Agreement. This Agreement shall be for a term commencing
on the
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date hereof and terminating on December 31, 2000. This Agreement shall be
automatically renewed for a one-year period starting January 1, 2001, unless
terminated at the discretion of the Board of Directors of the Company on five
days prior written notice. If a Change in Control has occurred prior to the date
of the termination of this Agreement, this Agreement shall continue to be
effective until the date two years following the Change in Control.
Section 7. Severability. Should any clause, portion or section of this
Agreement be unenforceable or invalid for any reason, such unenforceability or
invalidity shall not affect the enforceability or validity of the remainder of
the Agreement.
Section 8. Assignment: Successors in Interest. This Agreement, being
personal to the Employee, may not be assigned by him. The terms and conditions
of this Agreement shall enure to the benefit of and be binding upon the
successors and assigns of the Company, and the heirs, executors and personal
representatives of the Employee.
Section 9. Waiver. Failure to insist upon strict compliance with any of the
terms, covenants or conditions of this Agreement shall not be deemed a waiver of
such term, covenant or condition, nor shall any waiver or relinquishment of any
right or power hereunder at any one or more times be deemed a waiver or
relinquishment of such right or power at any other time or times.
Section 10. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New Jersey applicable in
the case of agreements made and to be performed entirely within such State.
Section 11. Arbitration. Any controversy or claim arising out of or in
connection with this Agreement shall be settled by arbitration in accordance
with the rules of the American Arbitration Association then in effect in the
State of New Jersey and judgment upon such award rendered by the arbitrator may
be entered in any court having jurisdiction thereof. The arbitration shall be
held in the State of New Jersey. The arbitration award shall include attorneys'
fees and costs to the prevailing party.
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IN WITNESS WHEREOF, this Agreement has been executed by the undersigned as
of the date first above written.
DSET CORPORATION
By:________________________________
William P. McHale, Jr., President
and Chief Executive Officer
ACCEPTED: ________________________________
[EMPLOYEE]
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