EXHIBIT 99.7(e)(9)
[PEOPLESOFT(R) LOGO]
May 31, 2003
Name
Dear Name:
Welcome to the combination of J.D. Edwards and PeopleSoft.
As one of J.D. Edward's most senior executives, you are critical to the success
of the combined company. It is important that you are excited and committed. We
are pleased to offer you employment under the following terms, subject to
closing of the transaction.
- POSITION. Your position will be Group Vice President with
duties and responsibilities similar to your current role,
understanding that J.D. Edwards will now be part of a larger
organization.
- COMPENSATION. You will receive compensation at your current
base salary and your current target bonus. Your target bonus
will now be based on our Employee Incentive Compensation Plan.
This plan currently provides bonuses on a quarterly basis
based on the performance of the company, business unit, and
individual. Your compensation plan will be eligible for annual
review.
- STOCK OPTIONS. Your current J.D. Edwards stock options will be
converted to PeopleSoft stock options, and the vesting
schedule will remain unchanged. You will also be granted
50,000 additional PeopleSoft stock options. This option grant
is subject to approval by the Board of Directors. The option
price will be the market value of PeopleSoft stock on the
later of your start date or Board of Director approval.
PeopleSoft stock vests quarterly over 4 years.
- INCENTIVE PAYMENTS. You will receive 25% of your Severance
Payment within 30 days after the closing of the transaction.
If you are still employed one year after the closing of the
transaction, you will receive an additional 25% of your
Severance Payment. Both of these payments, of course, are
subject to applicable tax withholding.
- BENEFITS. You will be entitled to participate in PeopleSoft's
employee benefit programs, once you no longer receive benefits
under the J.D. Edwards employee benefits plans. Beginning 15
months after the Closing Date, you will also be eligible to
receive severance benefits consistent with PeopleSoft's
policies applicable to employees at the
Name
May 31, 2003
Page 2
same level and tenure. You will receive credit for your J.D.
Edwards employment service towards your participation in
PeopleSoft benefits, including paid time off, 401(k) and
severance benefits as applicable.
- NON-COMPETE AGREEMENT. You must sign a Non Compete Agreement
attached as Exhibit A confirming that you will not compete
with PeopleSoft for 12 months following your voluntary
termination or termination with cause.
- INVOLUNTARY TERMINATION OR TERMINATION WITHOUT CAUSE. If your
employment is terminated without cause, or as a result of an
involuntary termination event, at any time within fifteen (15)
months following the closing of the transaction, you will
receive the unpaid portion of your Severance Payment. We will
continue to provide you with medical, dental, vision,
disability and life insurance coverage comparable in our
discretion to your benefits immediately prior to the closing
of the transaction. Of course, you will be responsible for
paying the same percentage of any premiums or costs that you
paid prior to the closing of the transaction. This coverage
will continue for six months from the date of termination or
until you and your dependents become covered under another
employer's benefit plan. We will also provide you with job
outplacement services during this six months period up to a
maximum of ten thousand dollars ($10,000).
- SEVERANCE. If your employment is terminated without cause at
any time after fifteen (15) months following the closing of
the transaction, you will be eligible for the standard Vice
President severance cash and benefits described in the
attached Exhibit B. If you resign your employment or you are
terminated for cause, you will not receive any of the benefits
described in this offer letter. You will receive only those
benefits as may be available under our benefits plan at the
time of your resignation or termination for cause. All
severance payments are subject to the 280G Benefits Cap.
By signing this letter you agree that your employment agreement with J.D.
Edwards will be terminated effective as of the date of closing, and it will be
replaced with the terms of this offer letter and attachments. This letter also
supercedes the terms of the J.D. Edwards & Company Management Change in Control
Plan and your Notice of Participation.
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.
Name
May 31, 2003
Page 3
Enclosed for your review are copies of the PeopleSoft Employee Proprietary
Information Agreement, Acknowledgement of At-Will Employment, Agreement to
Arbitrate, and Third Party Information Agreement. You should review these
documents prior to accepting this offer, sign and return these documents with
this signed letter.
The terms of this offer may only be changed, amended, or superseded with a
written agreement signed by you and an officer of PeopleSoft.
Sincerely,
Craig A. Conway
President and Chief Executive Officer
Agreed to and accepted:
By: _______________________________
Name
Date:______________________________
DEFINITIONS
"Annual Compensation" is
(i) your gross annual base salary, (but not bonuses, commissions or
other incentive pay), in effect immediately preceding the
Transaction, plus
(ii) your Average Annual Bonus.
"Average Annual Bonus" is the average of the bonus payments received by you
under J. D. Edwards's incentive bonus and variable compensation programs as in
effect at Closing (or any predecessor or successor programs) for the three most
recent consecutive and complete fiscal years of J. D. Edwards prior to the
fiscal year in which the Transaction occurs.
For purposes of calculating your Average Annual Bonus, the following rules shall
apply:
(i) In the event you were not eligible to participate in such bonus and
variable compensation programs for the entire three year period, the
Average Annual Bonus will be calculated based upon your actual period of
eligibility; and
(ii) In the event you first became eligible to participate in such bonus
and variable compensation programs in the fiscal year in which the
Transaction occurs, your Average Annual Bonus shall be based on your
targeted bonus and variable compensation amounts in effect immediately
prior to such Transaction.
"Benefits Continuation Period" is the period stated in your Notice of
Participation.
"Cause" is
(i) a material act of dishonesty by you in connection with your
employment with PeopleSoft;
(ii) your conviction of, or plea of nolo contendere to, a felony;
(iii) your failure to perform reasonably assigned duties after Employee
has received written demand for performance which includes
reasonable detail describing nonperformance;
(iv) your material breach of your obligations as an officer/employee of
PeopleSoft; or
(v) your failure to materially comply with PeopleSoft's policies.
With respect to (iii), (iv) and (v), such actions shall not constitute
Cause if they are cured by you within thirty (30) days following delivery
to you of a written explanation specifying the basis for PeopleSoft's
belief that it has Cause, provided that PeopleSoft deems such action
capable of being cured.
"Close" shall mean the date on which the merger between J. D. Edwards into
PeopleSoft is completed
"Disability" is when you have been unable to perform your duties as an Employee
as the result of incapacity due to physical or mental illness, and such
inability, at least 26 weeks after its commencement, is determined to be total
and permanent by a physician selected by PeopleSoft or its insurers and
acceptable to you or your legal representative (such agreement as to
acceptability not to be unreasonably withheld). Termination resulting from
Disability may only be effected after at least 30 days' written notice by
PeopleSoft of its intention to terminate your employment. In the event that you
resume the performance of substantially all of your duties hereunder before the
termination of your employment becomes effective, the notice of intent to
terminate shall automatically be deemed to have been revoked.
"Employee" means you.
"Involuntary Termination" is
(i) the occurrence of one or more of the following ("Involuntary
Termination Events"):
(a) a reduction of your title;
(b) significant reduction of your duties or responsibilities relative to
those in effect immediately prior to such reduction (excluding any
reasonable changes that are the direct and necessary result of J. D.
Edwards becoming a subsidiary in a larger controlled group of
corporations);
(c) a reduction by PeopleSoft in your annual base salary or in the
maximum dollar amount of potential annual cash bonus;
(d) a failure by PeopleSoft to provide you with an employee benefits
package that is substantially comparable in the aggregate to the
employee benefits package provided to all employees of PeopleSoft or
its affiliates who are of a similar rank or level as you; or
(e) your relocation to a facility or a location more than 50 miles from
your present location, provided that your commute is longer in miles
as a result of the relocation compared to your commute to the
current location;
(ii) an Involuntary Termination Event that continues for more than thirty
(30) days after delivery of written notice by you to PeopleSoft specifying
the circumstances of the alleged Involuntary Termination, which notice
must be delivered to PeopleSoft within five (5) business days of the
Involuntary Termination Event;
(iii) you resign from all positions with PeopleSoft or its successor
within ten (10) days of the expiration of Company's 30-day cure period,
where such Involuntary Termination Event is still ongoing, and
(iv) your Disability or death.
Notwithstanding any other provision of this Plan to the contrary, in no
event shall you be entitled to any benefits hereunder unless you actually
terminate employment with PeopleSoft as a result of a reason described in
this provision.
"Notice of Participation" is an individualized written notice of participation
in the Plan from an authorized officer of J. D. Edwards.
"Plan Amount" is the product of (i) your Annual Compensation and (ii) your
Severance Payment Percentage.
"Pro-Rated Bonus Amount" is a pro-rated portion of your quarterly and annual
bonus and variable compensation calculated as of the Transaction date, as
follows:
(i) In the case of quarterly bonus or variable compensation, the portion
shall be the amount of quarterly bonus or variable compensation paid
or payable to you, less advances, if any received, with respect to
the fiscal quarter of J. D. Edwards completed as of or prior to the
fiscal quarter in which the Transaction occurs, pro-rated by
multiplying such amount by a fraction, the numerator of which is the
number of days during the fiscal quarter in which the Transaction
occurs prior to the occurrence of the Transaction, and the
denominator of which shall be ninety-one and one-quarter; and
(ii) In the case of annual bonus or variable compensation, the portion
shall be the amount of annual bonus or variable compensation payable
to you, less advances, if any received, under the J. D. Edwards's
annual bonus or variable compensation program in effect as of the
Transaction date, based on year-to-date financial performance of
PeopleSoft for the period ended immediately prior to the
Transaction. For this purpose, the performance measures for such
fiscal year shall be adjusted, as appropriate, to take into account
the shortened performance period. The amount so determined shall be
pro-rated by multiplying such amount by a fraction, the numerator of
which is the number of days during such fiscal year prior to the
occurrence of the Transaction, and the denominator of which shall be
three hundred and sixty-five.
"Severance Payment" is an amount equal to the sum of (i) your Plan Amount and
(ii) your Prorated Bonus Amount.
"Severance Payment Percentage" is the Severance Payment Percentage set forth in
your Notice of Participation.
"Transaction" means the consummation of the merger between PeopleSoft and J. D.
Edwards.
"280G Benefits Cap" is calculated as follows:
1. Benefits Cap. Except if specifically otherwise set forth in your Notice
of Participation, in the event that the benefits provided for in the Plan,
when aggregated with any other payments or benefits received by you, would
(i) constitute "parachute payments" within the meaning of Section 280G of
the Code, and (ii) would be subject
to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"),
then your Plan benefits shall be either
a. delivered in full ("Full Acceleration"), or
b. delivered as to such lesser extent which would result in no
portion of such benefits being subject to the Excise Tax
("Reduced Acceleration"),
whichever of the foregoing amounts, taking into account the applicable
federal, state and local income taxes and the Excise Tax, results in the
receipt by you on an after-tax basis, of the greatest amount of benefits,
notwithstanding that all or some portion of such benefits may be taxable
under Section 4999 of the Code. Notwithstanding the foregoing, if the
after-tax amount of Full Acceleration is less than $10,000 greater than the
after-tax amount of Reduced Acceleration (after-tax value to be determined
in accordance with the preceding sentence), then you shall not receive Full
Acceleration under (a) above but shall instead receive Reduced Acceleration
under (b) above.
2. Determination. Unless PeopleSoft and you otherwise agree in writing, any
determination required under this paragraph or your Notice of Participation
shall be made in writing by the same firm of independent public accountants
who were employed by PeopleSoft immediately prior to the Transaction (the
"Accountants"), whose determination shall be conclusive and binding upon
you and PeopleSoft for all purposes. For purposes of making the
calculations required by this Article, the Accountants may make reasonable
assumptions and approximations concerning applicable taxes and may rely on
reasonable, good faith interpretations concerning the application of
Sections 280G and 4999 of the Code. PeopleSoft and you shall furnish to the
Accountants such information and documents as the Accountants may
reasonably request in order to make a determination under this Article.
PeopleSoft shall bear all costs the Accountants may reasonably incur in
connection with any calculations contemplated by this paragraph.