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EMPLOYMENT AGREEMENT OF
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Parties: Information Advantage, Inc. ("IA") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
("Chitty")
Duties: Responsible for Company transition and integration issues and
responsible for ERP business unit.
Title: Senior Vice President of Vertical Applications
Other Duties: Director of IA upon Merger
Term: Employment -- Merger through 10/31/99
Consulting/Non-Compete -- 11/1/99 through 11/1/01
Compensation:
Upon Merger Through 10/31/98
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The following compensation is consistent with the compensation payable by
IQ for fiscal 1999 with respect to the first three quarters regular bonus
pursuant to the action of the Compensation Committee of the IQ Board of
Directors dated June 9, 1998.
Base Salary: $225,000 per annum
Revenue Bonus: Upon the attainment of annual revenue run rate for either
the trailing three (3) month period or the trailing six (6) month period
from the end of the applicable fiscal quarter, Chitty is to receive a
quarterly bonus set opposite the revenue run rate below:
Annual Revenue Run Rate
1999 Fiscal ------------------------------ Quarterly Revenue
Quarter Ended Last 3 Months Last 6 Months Bonus Growth Rate
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October 31, 1998 30.4 million 28.6 million $40,000* 19%
October 31, 1998 30.4 million 28.6 million $22,500** --
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* Less quarterly bonus amounts paid for achieving revenue targets paid by IQ
under existing plan for fiscal 1999. If Chitty achieves 80% of either run
rate target, but less than 100% of both, only this bonus will be allocated
on a straight line basis with zero bonus at 80% and full bonus at 100%.
** The bonus earned only if IQ attains 100% of either run rate target for the
fiscal quarter ended October 31, 1998.
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The term "Annual Revenue Run Rate" shall be the product of all
revenues for the applicable three months of the Corporation
times 4 or the product of the revenues for the applicable six
months of the Corporation times 2, as the case may be.
Over Achievement Bonus:
In addition, there shall be a further bonus of $20,000 if the
revenue growth for the six (6) month period ending 10/31/99
exceeds the revenue growth rate for the comparable six month
period during fiscal 1998 by 2% (i.e., 21%).
EPS Bonus: Attainment of earnings per share for the period 2/1/98 -
10/31/98 in excess of $0.38 earns an EPS Bonus of $18,750
Other: An additional bonus will be paid on 10/31/98 in the amount
of $43,750.
All bonuses shall be paid on or before the last day of the
month after the bonus is earned.
11/1/98 through 10/31/99
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Base Salary: $235,000 per annum
Revenue Bonus: 11/1/98-10/31/99 0.4% of IQ's total revenues
11/1/98-10/31/99 5.0% of ERP business total revenues
(currently IQ's SAP & IA's BAA business)
All bonuses shall be paid on or before the last day of the
month after the bonus is earned.
11/1/99 through 10/31/00
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Consulting/Non-Compete: $225,000 payable monthly in advance
Maximum consulting of 16 hours of consulting services per calendar month.
11/1/00 through 10/31/01
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Consulting/Non-Compete: $175,000 payable monthly in advance
Maximum consulting of 8 hours of consulting services per calendar month.
Stock Options: Upon the Merger, Chitty to be granted a non-qualified stock
option for 20,000 shares of IA Common Stock at the market
price on date of
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merger. The stock options shall vest over the periods of the
engagement of Chitty as a director, officer, employee and/or
consultant. Vesting shall be over a five-year period, with a
minimum of three years vesting. The stock option period is ten
years. The option shall fully vest if IA does not nominate
Chitty to remain on the Board for the five year period
vesting.
Other Employee Benefit Programs:
Chitty shall be entitled to participate in all employee
benefit plans and other fringe benefits on the same basis as
other executive officers of IA while an employee of IA and
medical and dental programs only, through the first year of
the consulting period.
Termination: By IA for cause
By Chitty for material breach by IA
Change in Control:
Stock Options fully vest.
Covenant Not to Compete:
Limited to business intelligence software business in the
United States. Term of covenant is co-extensive with term of
employment and consulting services. The terms will be the
standard Company terms.
Death: Payments (including bonuses) continue for six months after
death, unless IA policy or insurance provides for a longer
period.
Disputes: Arbitration pursuant to the Commercial Rules of Arbitration of
the American Arbitration Association, Atlanta, Georgia.
Governing Law: Georgia.
Indemnification of Directors and Officers:
To the maximum extent permitted under applicable law
Binding Effect: While it is the intention of the parties to enter into a more
comprehensive employment/consulting agreement incorporating
the terms and conditions set forth above, it is the agreement
of the parties that this document constitute a binding
agreement of the parties until superseded or otherwise amended
in writing.
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INFORMATION ADVANTAGE, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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President and Chief Executive Officer
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