EXHIBIT 99.4(e)(6)
June 1, 2003
Bob Dutkowsky
Chairman & CEO
J.D Edwards.
1 Technology Way
Denver, CO 80237
Dear Bob:
I'm excited by the prospect of our combined two companies becoming a significant
force in the enterprise application software market and appreciate all of your
efforts to help make this a reality.
As you and I have discussed, we do not foresee that there is a senior enough
role for you in the combined company and are not in a position to offer you a
position after the deal closes. I would, however, very much like you to stay in
a transition role and be available to PeopleSoft for 6 months following the
Closing Date ("transition period"). I think your presence through a transition
period will be important to the continuity of customer and partner relationships
and to the retention and motivation of managers and employees.
Here are the terms that I would propose for this transition period, contingent
upon the closing of the contemplated transaction, which will, if you accept,
modify the terms of your employment agreement with J. D. Edwards:
- You would report directly to me during this time and be a
member of my management team. I would expect your efforts to
be primarily focused on a successful integration of the two
companies, working on customer, employee and supplier issues,
providing support wherever needed for the new combined company
in the investment, analyst, or press communities, and
providing an executive presence in what are now J. D.
Edwards's corporate offices. Your employment by PeopleSoft in
this capacity shall not constitute an "Involuntary
Termination" under the Amendment to the J.D. Edwards & Company
Management Change in Control Plan effective immediately before
the Effective Time or otherwise entitle you to any benefits
except as expressly set forth in this letter.
- You will receive compensation at your current base salary of
$650,000 and will be eligible for a target quarterly bonus of
up to
$162,500 for each quarter in which you are employed on the
last day of the quarter. Your eligibility for this quarterly
bonus does not reduce the amount of the change of control
benefits you will receive as set forth below.
- Your current J.D. Edwards options will be assumed by
PeopleSoft in accordance to the terms and conditions of the
transaction.
- You will be entitled to participate in employee benefit
programs applicable generally to employees of PeopleSoft, once
you no longer receive benefits under the J. D. Edwards
employee benefits plans.
- You will continue to have your change of control benefits
under your Employment Agreement dated January 2, 2002 (the
"Employment Agreement") and the J. D. Edwards Management
Change in Control Plan (the "Plan") as each was in effect
prior to the amendment made in connection with this
transaction, except as follows:
- Provided that you have not received payment under the
Plan prior to the Closing Date, the cash payments to
which you are entitled under the Plan will be paid
(i) $650,000 on the Closing Date, and (ii) the
remaining $1,950,000 at the end of the transition
period, on execution of the separation agreement
attached to your Employment Agreement.
- Pursuant to your Employment Agreement, the severance
payments that you receive above calculated pursuant
to the Plan are in lieu of the Severance Allowance
payable under Section 5 of your Employment Agreement.
Other than these payments under the Plan, you will
not receive any severance upon the termination of
your employment with PeopleSoft.
- In addition, the commuting provisions set forth in
Section 4.4 of your Employment Agreement shall be
extended through the end of the transition period
Your Employment Agreement with J. D. Edwards will remain in effect, except as
modified by this letter. In particular, the One-Time 280G Gross Up and
acceleration of option and stock vesting provided for in your Employment
Agreement shall not be affected. The modifications will not be effective unless
the transaction is consummated and will then take effect on the day after the
Closing Date.
As is typical in the software industry, the employment relationship between
PeopleSoft and you is one of employment "at-will" with either party having the
right to terminate the relationship at any time with or without cause. In
addition, your continued employment is contingent upon your maintaining the
legal right to work in the United States.
Also enclosed for your review prior to accepting this offer are copies of the
PeopleSoft standard Employee Proprietary Information Agreement, Acknowledgement
of At-Will Employment, Agreement to Arbitrate, Non-Competition and
Non-Solicitation Agreement and Third Party Information Agreement. In order to
accept our offer, you must carefully review, sign and return these documents
with this signed letter. By the terms of such agreements, you are also
representing that you are able to work for PeopleSoft without restriction. A
copy of the Internal Dispute Solution program and policy and current program
details are enclosed and is incorporated by reference.
By signing this letter as set forth below, you indicate your acceptance of all
of the terms of Employee Proprietary Information Agreement, Acknowledgement of
At-Will Employment, Agreement to Arbitrate, Non-Competition and Non-Solicitation
Agreement, Third Party Information Agreement and the Internal Dispute Solution
program and policy. This letter and enclosed documents contain the entire terms
and conditions of your job offer. Your signature below acknowledges that you
have not relied on any promises or representations concerning your job offer
that are not contained in this letter and enclosed documents. The terms of your
offer may be changed, amended, or superseded only by an agreement in writing
signed by you and an officer of PeopleSoft.
To indicate your acceptance of this offer, in addition to the background
documents above, please return the original signed offer letter as soon as
possible, and the original signed Acknowledgement of At-Will Employment,
Agreement to Arbitrate, Employee Proprietary Information Agreement,
Non-Competition and Non-Solicitation Agreement and Third Party Information
Agreement prior to the Closing Date. Your signature on each of the
aforementioned agreements must be completed and returned prior to the Closing
Date. I look forward to our continued relationship.
Sincerely,
Craig Conway
CEO
PeopleSoft
AGREED AND ACCEPTED:
By: /s/ Robert Dutkowsky
______________________________
Date: June 1, 2003
____________________________
NON-COMPETITION AND NON-SOLICITATION AGREEMENT
In consideration of PeopleSoft's willingness to employ you, you agree
that you will not:
(i) directly or indirectly, whether or not for
compensation, perform services relating to, or otherwise engage in, the
Business (as hereinafter defined) in any capacity (whether as a
director, stockholder, investor, member, partner, principal,
proprietor, agent, consultant, officer, employee or otherwise) with a
Competitor during the term of your employment with PeopleSoft (except
on behalf of PeopleSoft) and continuing for a period of one (1) year
following your termination of employment with PeopleSoft; provided that
the ownership for investment purposes of not more than five percent
(5%) of the total outstanding equity securities of a publicly-traded
company shall not violate this provision;
(ii) directly or indirectly, solicit any Customer (as
hereinafter defined), or any former or prospective Customer, with a
view to inducing such Customer to enter into an agreement, or otherwise
do business, with any Competitor (as hereinafter defined) or attempt to
induce any Customer to terminate its relationship with PeopleSoft or to
not enter into a relationship with PeopleSoft, as the case may be,
during the term of your employment with PeopleSoft and continuing for a
period of one (1) year following your termination of employment with
PeopleSoft; or
(iii) solicit or attempt to solicit the employment of any
employee of PeopleSoft, or any person employed by PeopleSoft during the
prior six (6) month period, or attempt to solicit or induce any such
employee or person to leave the employ of PeopleSoft during the term of
your employment with PeopleSoft (except on behalf of PeopleSoft) and
continuing for a period of one (1) year following your termination of
employment with PeopleSoft.
For purposes hereof:
(i) The "Business" means the businesses of (i) designing,
developing, marketing and supporting a family of enterprise application
software products for use throughout large and medium sized
organizations and (ii) developing and marketing collaborative
enterprise software and providing consulting, education, and support
services in connection therewith. Notwithstanding the foregoing, you
may work for a division, entity, business unit or subgroup of a
Competitor if such division, entity, business unit or subgroup does not
compete with the Business as set forth above; provided, however, that
you have given at least thirty (30) days written notice to PeopleSoft
that such division, entity, business unit or subgroup does not compete
with the Business and PeopleSoft does not reasonably object to such
characterization within such thirty (30) day period.
(ii) A "Competitor" shall mean any person, corporation,
firm, partnership, proprietorship or other entity engaged in the
Business or, if the Competitor is engaged in businesses other than the
Business, the departments, divisions, affiliates, subsidiaries or other
units of the Competitor engaged in the Business.
(iii) A "Customer" shall mean (1) any person or entity that
sells, purchases or in any way utilizes the products or services of
PeopleSoft or (2) any person or entity that has an active business
relationship with, or has referred business to, PeopleSoft as of the
date of your termination of employment with PeopleSoft and its
affiliates.
(iv) "PeopleSoft" shall include any parent or subsidiary
corporations of PeopleSoft, any successor entities and any parent or
subsidiaries of any such successor entities.
AGREED AND ACCEPTED:
By: /s/ Robert Dutkowsky
______________________________
Date: June 1, 2003
____________________________