EXHIBIT 99.5(e)(7)
June 1, 2003
Richard Allen
Executive Vice President and CFO
J.D. Edwards
1 Technology Way
Denver, CO 80237
Dear Rick:
As you know, PeopleSoft is in discussions to acquire J.D. Edwards, an exciting
prospect of our combined two companies becoming a significant force in the
enterprise application software market.
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 up to 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, to the retention and motivation of managers and employees.
Here are the terms that I would propose for your employment during this
transition period, which will, if you accept, modify the terms of your
employment agreement with J. D. Edwards:
- You would report to directly to me during this time as Group
Vice President - Finance and be a member of the Senior Finance
Management Team. During the term of your employment I would
expect your efforts to be primarily focused on a successful
integration of the two companies, working on financial,
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 your 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
the equivalent of $346,000 per annum and you will be eligible
to earn a
quarterly target bonus of up to $64,875 for each quarter in
which you 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 be provided with the change of control benefits under
the J.D. Edwards Management Change in Control Plan (the
"Plan") as amended. You will receive payment under the Plan of
$1,830,369.00 as follows: you will be paid 25% on the Closing
Date and the remainder will be paid at the end of the
transition period, on execution of a separation agreement.
Other than these payments under the Plan, you will not receive
any severance upon the termination of your employment with
PeopleSoft.
This offer is contingent upon the closing of the contemplated transaction.
Your employment agreement with J.D. Edwards will remain in effect, except as
modified by this letter and references to the Change in Control plan in your
employment agreement will refer to that plan as amended. The amended Change in
Control Plan will apply to you notwithstanding any provision of your current
employment agreement with J.D. Edwards.
We have attached the documentation that relates to employment with PeopleSoft, a
copy of the amendment to the Plan, formalizing the changes described above, a
PeopleSoft Non-Competition and Non-Solicitation Agreement, copies of the
PeopleSoft standard Employee Proprietary Information Agreement, Acknowledgement
of At-Will Employment, and Third Party Information Agreement, all of which are
applicable at closing. 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.
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.
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, Third Party Information Agreement
and the Internal Dispute Solution program and policy. This letter, your
employment agreement, the CIC plan as amended, and the 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 and original
signed Acknowledgement of At-Will Employment, Agreement to Arbitrate, Employee
Proprietary Information Agreement, and Third Party Information Agreement prior
to the closing date. Your signature on this offer letter and each of the
aforementioned agreements must be completed and returned prior to the signing
date. Employment with J.D. Edwards upon and following the closing is contingent
upon receipt of each of these signed documents.
I look forward to our continued relationship.
Sincerely,
Kevin T. Parker
CFO
PeopleSoft
AGREED AND ACCEPTED:
By: /s/ Richard E. Allen
------------------------------
Date: June 1, 2003
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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/ Richard E. Allen
______________________________
Date: June 1, 2003
____________________________