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EXHIBIT 10.13
SYNON
January 2, 1996
Mr. Bill Yeack
429 Fernwood
Morgan, CA. 94556
Dear Bill:
I am pleased to confirm my verbal offer for you to join Synon Corporation as
Vice President, Professional Services. This letter sets forth the terms of
your employment offer with Synon as follows:
1. You will serve in the position of Vice President, Professional Services,
reporting to the Chief Executive Officer and assume and discharge such
responsibilities as are commensurate with this 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 January 15, 1996.
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. 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 paid a salary of $16,667 per
month (annualized rate of $200,000) payable semi-monthly in accordance
with Synon's standard payroll in practices. As with other officers of
Synon, this base compensation will be reviewed annually by the Board of
Directors.
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 Chief Executive Officer in consultation with
you, and will concern such matters as Professional Services
profitability and business growth. The bonus will be targeted at
$75,000 annually. It is further anticipated that additional incentive
compensation will be provided for overachievement of corporate
objectives. This additional compensation is at the sole discretion of
the Board of Directors.
SYNON CORPORATION 1100 LARKSPUR LANDING CIRCLE LARKSPUR, CA 94939
415-461-5000 Fax 415-461-8948
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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
therefore. You shall be entitled to three weeks of paid vacation per
year (which shall not accrue in excess of three 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.
6. Upon your acceptance of employment, you will be granted a
non-statutory option to purchase 200,000 shares of Synon Common Stock
under Synon's 1990 Stock Option Plan subject to approval of the Board
of Directors. The option price shall be $1.80 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
four years, vesting at 25% on the first anniversary of the effective
date of your employment and thereafter on a monthly basis (2.0833% per
month).
In addition, (i) upon any Change of Control of Synon Corporation (as
defined herein) or initial public offering by Synon Corporation,
whichever occurs first, any of the 200,000 shares remaining unvested,
up to a maximum of 50,000 shares, will vest automatically and any of
the then remaining unvested options will vest monthly in equal
increments over the balance of the original 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 50% of the total number of unvested shares subject
thereto.
7. In addition, if your employment is involuntarily terminated other than
for "cause" (as defined herein) then (i) if such termination occurs
prior to Change of Control (as defined herein) you shall receive six
months salary as severance, or, (ii) if termination occurs
involuntarily or "constructively" (as defined herein), other than for
cause, within one year following Change of Control then you shall
receive 1 year's salary as severance.
8. 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 Chief Executive which specifically identifies the manner
in which he 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 Chief Executive; (iii) the
conviction of you of any crime involving the property or business of
Synon or its affiliates; or (iv) any act of moral
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turpitude in connection with the performance of your duties hereunder
9. 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 of 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 of directors of Synon).
10. 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); or
(ii) a material change in responsibility, or (iii) a requirement to
relocate, except for office relocations that would not increase your
one-way commute by more than 50 miles.
11. Upon acceptance of this offer, you will be required to sign Synon's
standard employee proprietary information agreement.
Bill, we are excited about having you as a part of the Synon Executive 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,
/s/ Richard H. Goldberg
Richard H. Goldberg
President and CEO
Accepted by:
/s/ W.R. Yeack
Bill Yeack
Date: 1/10/96