1
EXHIBIT 10.10
SYNON CORPORATION
1100 Larkspur Landing Circle
Larkspur, California 94939
September 17, 1992
Mr. Richard H. Goldberg
100 Pheasant Run
Wilton, CT 06897
Dear Rich:
I am pleased to confirm my verbal offer for you to join Synon
Corporation ("Synon") as Chief Executive Officer and President. This letter
will review the terms of your employment offer with Synon as follows:
1. You will serve in the position of Chief Executive Officer and
President of Synon, reporting to the Board of Directors, and
assuming and discharging such responsibilities as are
commensurate with such office and position. You shall comply
with and be bound by Synon's operating policies, procedures
and practices. It is anticipated that the effective date of
your employment will be on or about October 1, 1992.
2. During the term of your employment with Synon, you shall
devote your full time, skill and attention to your duties and
responsibilities, and shall perform them faithfully,
diligently and competently, and you shall use your best
efforts to further the business of Synon and its affiliates.
Your employment with Synon is for an unspecified duration that
constitutes at-will employment and either Synon or you can
terminate this relationship at any time.
3. In consideration of your services, you will be paid a salary
of $18,750 per month (annualized rate of $225,000), payable
semi-monthly in accordance with Synon's standard payroll
practices. As with other officers of Synon, this base
compensation will be reviewed annually by the Board of
Directors.
2
Mr. Richard H. Goldberg
September 17, 1992
Page -2-
4. In addition to your base compensation, the Board of Directors
shall adopt an executive bonus program under which you shall
be entitled to earn incentive compensation based upon the
satisfaction of certain performance goals. It is contemplated
that these performance objectives will be determined by the
Board of Directors in consultation with you, and will concern
such matters as pre-tax profitability and return on
shareholders' equity of Synon. The bonus will be targeted at
$100,000 annually and guaranteed for the first nine months of
employment at Synon. It is further anticipated that
additional incentive compensation will be provided for
overachievement as determined by the Board of Directors in
consultation with you.
5. You will be entitled to receive Synon's fringe benefits made
available to other employees and officers to the full extent
of your eligibility therefor. You shall be entitled to four
weeks of paid vacation per year (which shall be consistent
with Synon's vacation policy and which shall not accrue in
excess of four weeks per year). During your employment, you
shall be permitted, to the extent eligible, to participate in
any group life, hospitalization or disability insurance plan,
health program, or similar benefit plan of Synon that may be
available to other comparable employees generally on the same
terms as such other employees. Participation in any such plan
shall be consistent with your rate of compensation to the
extent that compensation is a determinative factor with
respect to coverage under any such plan. Business expenses
incurred by you will be reimbursed according to Synon's
expense reimbursement policy. In addition, you will be
reimbursed for expenses associated with your relocation to the
San Francisco Bay area; such as, temporary apartment rental,
closing costs for buying and selling a home, and moving your
household goods.
6. Upon your acceptance of employment, you will be granted a
non-statutory option to purchase 500,000 shares of Synon
common Stock under Synon's 1990 Stock Option Plan. The option
price shall be $1.43 and the option shall have a term of ten
years. The Option Agreement will provide that your right to
exercise the option will vest cumulatively over a period of
five years, vesting at 20% on the first anniversary of the
effective date of your employment and thereafter on a monthly
basis (1.6667% per month).
3
Mr. Richard H. Goldberg
September 17, 1992
Page -3-
In addition, (i) upon any Change of Control of Synon
Corporation (as defined herein), 50% of the shares remaining
unvested will vest automatically and any of the then remaining
unvested options will vest monthly in equal increments over
the balance of the five year vesting period and (ii) if your
employment is involuntarily terminated or Constructively
Terminated (as defined herein) within twelve (12) months after
a Change of Control (it being the intention that you will
agree to remain employed for at least one year following a
"Change of Control"), then your option shall be accelerated to
become immediately exercisable for 100% of the total number of
unvested shares subject thereto.
In addition, upon initial public offering by Synon, 20% of the
shares remaining unvested will vest automatically and any of
the then remaining unvested options will vest monthly in equal
increments over the balance of the five year vesting period.
7. In addition, if your employment is involuntarily terminated
other than for "cause" (as defined herein), then you shall
receive one year's base salary plus annual targeted bonus
incentive as severance.
For purposes of the foregoing, termination "for cause" shall
mean (i) the willful failure by you substantially to perform
your material duties after a written demand for substantial
performance is delivered to you by the Board of Directors
which specifically identifies the manner in which the Board of
Directors believes that you have not substantially performed
your duties, (ii) the failure (in a material respect) by you
to follow a written, lawful order or directive from the Board
of Directors of Synon, (iii) the conviction of you of any
crime involving the property or business of Synon or its
affiliates or (iv) any act of moral turpitude in connection
with the performance of your duties hereunder.
4
Mr. Richard H. Goldberg
September 17, 1992
Page -4-
8. For purposes of the foregoing, a "Change of Control of Synon"
shall be deemed to have occurred if (i) Synon sells or
otherwise disposes of all or substantially all of its assets;
(ii) there is a merger or consolidation of Synon with any
other corporation or corporations, provided that the
shareholders or Synon, as a group, do not hold, immediately
after such event, at least 50% of the voting power of the
surviving or successor corporation; (iii) any person or
entity, including any "person" as such term is used in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), becomes the "beneficial owner" (as
defined in the Exchange Act) of Common Stock of Synon
representing 50% or more of the combined voting power of the
voting securities of Synon (exclusive of persons who are now
officers or directors of Synon).
For purposes of the foregoing, your employment with Synon
shall be deemed to have been "Constructively Terminated" if
there shall occur (i) a material reduction in salary or
benefit (taken as a whole), (ii) a material change in
responsibility, or (iii) a requirement to relocate, except for
office relocations that would not increase your one-way
commute distance by more than 5O miles.
9. Upon acceptance of this offer, you will be required to sign
Synon's standard employee proprietary information agreement.
5
Mr. Richard H. Goldberg
September 17, 1992
Page -5-
Rich, we are excited about having you as a part of the Synon team.
Please acknowledge acceptance of this offer by signing and returning the
enclosed copy of this letter. Synon and you shall undertake to promptly
prepare and execute all of the documents and agreements as are reasonably
necessary to carry out the intentions expressed herein.
Very truly yours,
SYNON CORPORATION
/s/ William O. Grabe
-----------------------------------
William O. Grabe, Chairman
Accepted By:
/s/ Richard H. Goldberg
- ------------------------------
Richard H. Goldberg
Dated: 9/18/92
-----------------------
6
December 7, 1992
Richard Goldberg
100 Pheasant Run
Wilton, CT 06897
Dear Richard:
Reference is made to that certain employment offer letter agreement
dated as of September 17, 1992 between Synon, Inc. (the "Company") and you (the
"Employment Letter"). The parties, desiring to amend the Employment Letter,
hereby agree to add the following:
During the course of your employment, you may create, develop or
improve processes, designs, techniques, original works of authorship,
concepts, trade secrets or other intellectual property, including
without limitation, computer software such as application development
and other software products, application software, templates and data
models (together "Inventions"). You acknowledge that any Inventions
you develop or have developed in connection with your employment by
the Company are works for hire and are owned by the Company or clients
of the Company, and you agree not to assert any individual ownership
rights with respect to those Inventions. Upon request by the Company
and at the Company's consent, you will sign such further agreements
and assignments as may be necessary to transfer to the Company or
clients of the Company any rights you may have in those Inventions and
to register those rights in the name of the Company or client of the
Company, and you appoint the Company as your attorney-in-fact to sign
those documents on your behalf. Your obligations under this paragraph
do not apply to any Invention for which no equipment, supplies,
facility or trade secret of the Company or a client of the Company was
used and which was developed entirely on your own time, unless (a) the
Invention relates (i) to the business of the Company or (ii) to the
Company's actual or demonstratable anticipated research or development
or (b) the Invention results from any work performed by you for the
Company.
Attached hereto, as Exhibit A, is a list describing all inventions,
original works of authorship, developments, improvements, and trade
secrets (collectively "Prior Inventions"), that belong to you, that
relate to the Company's business, products or research and
development, and that are not assigned to the Company hereunder; or,
if no such list is attached, you represent that there are no such
Prior Inventions. If in the course of your employment with the
Company, you incorporate into a Company product, process or
7
machine a Prior Invention owned by you or in which you have an
interest, the Company is hereby granted and will have a nonexclusive,
royalty-free, irrevocable, perpetual, worldwide license, with the
right to grant sublicenses, to make, have made, modify, use and sell
such Prior Invention as part of or in connection with such product,
process or machine.
Agreed and Accepted:
Synon, Inc.
By: /s/ Paul K. Wilde By: /s/ Richard Goldberg
------------------------- ------------------------------
Paul K. Wilde Richard Goldberg
Date: 12/7/92 Date: 12/15/92
------------------------ -----------------------------