CORNERSTONE ONDEMAND, INC. EMPLOYMENT AGREEMENT
Exhibit
10.11
CORNERSTONE
ONDEMAND, INC.
This
Agreement is entered into as of May 24, 2010, (the “Effective Date”) by and
between Cornerstone OnDemand, Inc. (the “Company”) and ▇▇▇▇ ▇▇▇▇▇▇
(“Executive”).
1. Duties and Scope of
Employment.
(a) Positions and Duties.
As of June 21, 2010, Executive will serve as Chief Technology Officer of the
Company. Executive will render such business and professional services in the
performance of his duties, consistent with Executive’s position within the
Company, as will reasonably be assigned to his by the Company’s Board of
Directors (the “Board”)
or the Company’s Chief Executive Officer (the “CEO”). The Board or CEO may
modify Executive’s job title and duties as it deems necessary and appropriate in
light of the Company’s needs and interests from time to time. The period of
Executive’s employment under this Agreement is referred to herein as the “Employment Term.”
(b) Obligations. During
the Employment Term. Executive will perform his duties faithfully and to the
best of his ability and will devote his best efforts and time to the Company.
For the duration of the Employment Term, Executive agrees not to actively engage
in any other employment, occupation or consulting activity for any direct or
indirect remuneration without the prior approval of the Board.
2. At-Will Employment.
The parties agree that Executive’s employment with the Company will be “at-will”
employment and may be terminated at any time with or without cause or notice.
Executive understands and agrees that neither his job performance nor
promotions, commendations, bonuses or the like from the Company give rise to or
in any way serve as the basis for modification, amendment, or extension, by
implication or otherwise, of his employment with the Company. However, as
described in this Agreement, Executive may be entitled to severance benefits
depending on the circumstances of Executive’s termination of employment with the
Company.
3. Compensation.
(a) Base Salary. During
the Employment Term, the Company will pay Executive an annual salary of $250,000
as compensation for his services (the “Base Salary”). The Base Salary
will be paid periodically in accordance with the Company’s normal payroll
practices and be subject to the usual, required withholding. Executive’s salary
will be subject to review and adjustments will be made based upon the Company’s
standard practices.
(b) Annual Bonus.
Executive will be entitled to participate in the applicable bonus plan adopted
by the Company for its employees or executive officers on such terms as the
Board may determine in its discretion.
(c) Sign-On Bonus - In
addition to your annual salary, you will receive a one-time $15,000 net sign on
bonus. You will receive this payment within 30 days of your start date. If you
terminate your employment, for any reason, during the six (6) months following
the commencement of your employment, you agree to reimburse the Company the
entire bonus amount. If your employment is terminated, for any reason, from six
(6) to twelve (12) months following the commencement of your employment, you
agree to reimburse the Company half of the bonus amount.
(d) Equity Awards. The
Executive will be granted options to purchase 215,000 ordinary shares of the
Company subject to approval by the Company’s Board of Directors. The options are
granted under the Company’s 1999 Stock Option Plan and are subject to the terms
and conditions contained in the Company’s standard form of option
agreement.
4. Employee Benefits.
During the Employment Term, Executive will be entitled to participate in the
employee benefit plans currently and hereafter maintained by the Company of
general applicability to other senior executives of the Company. The Company
reserves the right to cancel or change the benefit plans and programs it offers
to its employees at any time.
5. Vacation. Executive
will be entitled to paid vacation of three (3) weeks per year in accordance with
the Company’s vacation policy (including, without limitation, its policy related
to maximum accrual), with the timing and duration of specific vacations mutually
and reasonably agreed to by the parties hereto.
6. Attendance at Company
Headquarters. The parties hereby agree that regular attendance at Company
Headquarters is reasonable and expected. In addition, Executive will be required
to be in attendance at Company Headquarters at times and as requested by the
CEO.
7. Expenses.
(a) Subject
to Section 6(a) above, the Company will reimburse Executive for reasonable
travel, business entertainment or other expenses incurred by Executive in the
furtherance of or in connection with the performance of Executive’s duties
hereunder, in accordance with the Company’s expense reimbursement policy as in
effect from time to time.
8.
Severance.
(a) Termination for other than
Cause, Death or Disability.
(i) If
the Company terminates Executive’s employment with the Company, other than for
Cause, death or disability, then, subject to Section 8, Executive will be
entitled to (i) receive continuing payments of severance pay at a rate equal to
his Base Salary rate, as then in effect, for a period of three (3) months in
accordance with the Company’s normal payroll policies, and (ii) Company-paid
coverage for Executive and Executive’s eligible dependents under the Company’s
Benefit Plans (as defined herein) for three (3) months following such
termination. Subject to Section 8(a)(iii), upon such termination, all vesting
will terminate immediately with respect to Executive’s outstanding equity
awards.
(ii) Should
the Company be acquired and the Executive be terminated within six months of
such sale, or should the Executive’s position be materially diminished with six
months following such sale, then the unvested portion of the Executive’s Option
shall immediately vest.
(b) Termination for Cause;
Voluntary Termination. If Executive’s employment with the Company
terminates voluntarily by Executive, for Cause by the Company or due to
Executive’s death or disability, then (i) all vesting will terminate immediately
with respect to Executive’s outstanding equity awards, (ii) all payments of
compensation by the Company to Executive hereunder will terminate immediately
(except as to amounts already earned), and (iii) Executive will only be eligible
for severance benefits in accordance with the Company’s established policies, if
any, as then in effect.
9. Conditions to Receipt of
Severance.
(a) Separation Agreement and
Release of Claims. The receipt of any severance pursuant to Section 8
will be subject to Executive signing and not revoking a separation agreement and
release of claims in a form reasonably acceptable to the Company. No severance
will be paid or provided until the separation agreement and release agreement
becomes effective.
(b) Noncompete. Executive
acknowledges that the nature of the Company’s business is such that if Executive
were to become employed by, or substantially involved in, the business of a
competitor of the Company following the termination of Executive’s employment
with the Company, it would be very difficult for Executive not to rely on or use
the Company’s trade secrets and confidential information. Thus, to avoid the
inevitable disclosure of the Company’s trade secrets and confidential
information. Executive agrees and acknowledges that Executive’s right to receive
the severance payments set forth in Section 8 (to the extent Executive is
otherwise entitled to such payments) will be conditioned upon Executive not
directly or indirectly engaging in (whether as an employee, consultant, agent,
proprietor, principal, partner, stockholder, corporate officer, director or
otherwise), nor having any ownership interest in or participating in the
financing, operation, management or control of, any person, firm, corporation or
business that competes with Company or is a customer of the Company, during the
three (3) month severance period described in Section 8(a)(i). Upon any breach
of this section, all severance payments pursuant to this Agreement will
immediately cease.
(c) Nonsolicitation. The
receipt of any severance benefits pursuant to Section 8 will be subject to
Executive not violating the provisions of Section 12. In the event Executive
breaches the provisions of Section 12, all continuing payments and benefits to
which Executive may otherwise be entitled pursuant to Section 8 will immediately
cease (including Executive’s ability to exercise any outstanding stock
options).
10.
Definitions.
(a) Benefit Plans. For
purposes of this Agreement, “Benefit Plans” means plans,
policies or arrangements that the Company sponsors (or participates in) and that
immediately prior to Executive’s termination of employment provide Executive
and/or Executive’s eligible dependents with medical, dental, and/or vision
benefits. Benefit Plans do not include any other type of benefit (including, but
not by way of limitation, disability, life insurance or retirement benefits).
The Company may, at its option, satisfy any requirement that the Company provide
coverage under any Benefit Plan by (i) reimbursing Executive’s premiums under
Title X of the Consolidated Budget Reconciliation Act of 1985, as amended
(“COBRA”) after
Executive has properly elected continuation coverage under COBRA (in which case
Executive will be solely responsible for electing such coverage for his and his
eligible dependents), or (ii) providing coverage under a separate plan or plans
providing coverage that is no less favorable or by paying Executive a lump-sum
payment which is, on an after-tax basis, sufficient to provide Executive and
Executive’s eligible dependents with equivalent coverage under a third party
plan that is reasonably available to Executive and Executive’s eligible
dependents.
(b) Cause. For purposes
of this Agreement, “Cause” means a termination by
the Company because of any one of the following events: (i) Executive’s breach
of this Agreement that results in injury to the Company which, if capable of
cure, has not been cured by Executive within ten (10) days after receipt by
Executive of written notice from the CEO of such breach; (ii) Executive’s
misconduct, fraud, dishonesty, or malfeasance that results in material injury to
the Company; (iii) Executive’s willful or intentional failure to (a) perform
Executive’s duties under this Agreement, (b) follow the reasonable and legal
direction of the Board or CEO, or (c) follow the policies, procedures, and rules
of the Company, or (iv) Executive’s conviction of, or plea of nolo contendre to,
a felony. For any such failure listed in clause (iii), the CEO shall first give
Executive written notice setting forth with specificity the reasons that the CEO
believes Executive is failing, and ten (10) days to cure such
failure.
For
purposes of this definition, Executive’s failure to achieve certain results,
such as those set forth in a business plan of the Company, that is not the
result of Executive’s demonstrating willful and deliberate dereliction of duty
will not constitute Cause;
11. Confidential
Information. Executive agrees to enter into the Company’s standard
Employment, Non-Disclosure and Invention Assignment Agreement (the “Confidential Information
Agreement”) upon commencing employment hereunder.
12. Non-Solicitation.
Until the date two (2) years after the termination of Executive’s employment
with the Company for any reason, Executive agrees not, either directly or
indirectly, to solicit, induce, attempt to hire, recruit, encourage, take away,
hire any employee of the Company or cause an employee to leave his employment
either for Executive or for any other entity or person. Executive represents
that he (i) is familiar with the foregoing covenant not to solicit, and (ii) is
fully aware of his obligations hereunder, including, without limitation, the
reasonableness of the length of time, scope and geographic coverage of these
covenants.
13. Assignment. This
Agreement will be binding upon and inure to the benefit of (a) the heirs,
executors and legal representatives of Executive upon Executive’s death and (b)
any successor of the Company. Any such successor of the Company will be deemed
substituted for the Company under the terms of this Agreement for all purposes.
For this purpose, “successor” means any person,
firm, corporation or other business entity which at any time, whether by
purchase, merger or otherwise, directly or indirectly acquires all or
substantially all of the assets or business of the Company. None of the rights
of Executive to receive any form of compensation payable pursuant to this
Agreement may be assigned or transferred except by will or the laws of descent
and distribution. Any other attempted assignment, transfer, conveyance or other
disposition of Executive’s right to compensation or other benefits will be null
and void.
14. Notices. All
notices, requests, demands and other communications called for hereunder
will be in writing and will be deemed given (i) on the date of delivery if
delivered personally, (ii) one (1) day after being sent by a well established
commercial overnight service, or (iii) four (4) days after being mailed by
registered or certified mail, return receipt requested, prepaid and addressed to
the parties or their successors at the following addresses, or at such other
addresses as the parties may later designate in writing:
If to the
Company:
Cornerstone
OnDemand, Inc.
▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇ ▇▇▇▇▇▇
If to
Executive:
at the
last residential address known by the Company.
15. Severability. In the
event that any provision hereof becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable or void, this Agreement will continue
in full force and effect without said provision.
16. Arbitration.
(a) General. In
consideration of Executive’s service to the Company, its promise to arbitrate
all employment related disputes and Executive’s receipt of the compensation, pay
raises and other benefits paid to Executive by the Company, at present and in
the future, Executive agrees that any and all controversies, claims, or disputes
with anyone (including the Company and any employee, officer, director,
shareholder or benefit plan of the Company in their capacity as such or
otherwise) arising out of, relating to, or resulting from Executive’s service to
the Company under this Agreement or otherwise or the termination of Executive’s
service with the Company, including any breach of this Agreement, will be
subject to binding arbitration under the Arbitration Rules set forth in
California Code of Civil Procedure Section 1280 through 1294.2, including
Section 1283.05 (the “Rules”) and pursuant to
California law. Disputes which Executive agrees to arbitrate, and thereby agrees
to waive any right to a trial by jury, include any statutory claims under state
or federal law, including, but not limited to, claims under Title VII of the
Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age
Discrimination in Employment Act of 1967, the Older Workers Benefit Protection
Act, the California Fair Employment and Housing Act, the California Labor Code,
claims of harassment, discrimination or wrongful termination and any statutory
claims. Executive further understands that this Agreement to arbitrate also
applies to any disputes that the Company may have with
Executive.
(b) Procedure. Executive
agrees that any arbitration will be administered by the American Arbitration
Association (“AAA”) and
that a neutral arbitrator will be selected in a manner consistent with its
National Rules for the Resolution of Employment Disputes. The arbitration
proceedings will allow for discovery according to the rules set forth in the
National Rules for the
Resolution of Employment Disputes or California Code of Civil Procedure.
Executive agrees that the arbitrator will have the power to decide any
motions brought by any party to the arbitration, including motions for summary
judgment and/or adjudication and motions to dismiss and demurrers, prior to any
arbitration hearing. Executive agrees that the arbitrator will issue a written
decision on the merits. Executive also agrees that the arbitrator will have the
power to award any remedies, including attorneys’ fees and costs, available
under applicable law. Executive understands the Company will pay for any
administrative or hearing fees charged by the arbitrator or AAA except that
Executive will pay the first $125.00 of any filing fees associated with any
arbitration Executive initiates. Executive agrees that the arbitrator will
administer and conduct any arbitration in a manner consistent with the Rules and
that to the extent that the AAA’s National Rules for the Resolution of
Employment Disputes conflict with the Rules, the Rules will take
precedence.
(c) Remedy. Except as
provided by the Rules, arbitration will be the sole, exclusive and final remedy
for any dispute between Executive and the Company. Accordingly, except as
provided for by the Rules, neither Executive nor the Company will be permitted
to pursue court action regarding claims that are subject to arbitration.
Notwithstanding, the arbitrator will not have the authority to disregard or
refuse to enforce any lawful Company policy, and the arbitrator will not order
or require the Company to adopt a policy not otherwise required by law which the
Company has not adopted.
(d) Availability of Injunctive
Relief. In addition to the right under the Rules to petition the court
for provisional relief. Executive agrees that any party may also petition the
court for injunctive relief where either party alleges or claims a violation of
this Agreement or the Confidentiality Agreement or any other agreement regarding
trade secrets, confidential information, nonsolicitation or Labor Code §2870. In
the event either party seeks injunctive relief, the prevailing party will be
entitled to recover reasonable costs and attorneys’ fees.
(e) Administrative
Relief. Executive understands that this Agreement does not prohibit
Executive from pursuing an administrative claim with a local, state or federal
administrative body such as the Department of Fair Employment and Housing, the
Equal Employment Opportunity Commission or the workers’ compensation board. This
Agreement does, however, preclude Executive from pursuing court action regarding
any such claim.
(f) Voluntary Nature of
Agreement. Executive acknowledges and agrees that Executive is executing
this Agreement voluntarily and without any duress or undue influence by the
Company or anyone else. Executive further acknowledges and agrees that Executive
has carefully read this Agreement and that Executive has asked any questions
needed for Executive to understand the terms, consequences and binding effect of
this Agreement and fully understand it, including that Executive is waiving
Executive’s right to a jury trial. Finally, Executive agrees that Executive has
been provided an opportunity to seek the advice of an attorney of Executive’s
choice before signing this Agreement.
17. Integration. This
Agreement, together with the Confidential Information Agreement, represent the
entire agreement and understanding between the parties as to the subject matter
herein and supersedes all prior or contemporaneous agreements whether written or
oral. No waiver, alteration, or modification of any of the provisions of this
Agreement will be binding unless in writing and signed by duly authorized
representatives of the parties hereto.
18. Waiver of Breach. The
waiver of a breach of any term or provision of this Agreement, which must be in
writing, will not operate as or be construed to be a waiver of any other
previous or subsequent breach of this Agreement.
19. Headings. All
captions and section headings used in this Agreement are for convenient
reference only and do not form a part of this Agreement.
20. Tax Withholding. All
payments made pursuant to this Agreement will be subject to withholding of
applicable taxes.
21. Governing Law. This
Agreement will be governed by the laws of the State of California (with the
exception of its conflict of laws provisions).
22. Acknowledgment.
Executive acknowledges that he has had the opportunity to discuss this matter
with and obtain advice from his private attorney, has had sufficient time to,
and has carefully read and fully understands all the provisions of this
Agreement, and is knowingly and voluntarily entering into this
Agreement.
23. Counterparts. This
Agreement may be executed in counterparts, and each counterpart will have the
same force and effect as an original and will constitute an effective, binding
agreement on the part of each of the undersigned.
[Remainder
of Page Intentionally Left Blank]
IN
WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of
the Company by their duly authorized officers, as of the day and year first
above written.
COMPANY:
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CORNERSTONE
ONDEMAND, INC.
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By:
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/s/
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Date:
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May
24
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,2010
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President
and CEO
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EXECUTIVE:
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/s/
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Date:
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May
24
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,
2010
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[SIGNATURE
PAGE TO EMPLOYMENT AGREEMENT]