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EXHIBIT 10.11
CEO VERSION
FORM OF
KEY EMPLOYEE AGREEMENT
THIS KEY EMPLOYEE AGREEMENT, dated as of the ___ day of ________, 1998,
is by and between Newco Software Corporation, a Delaware corporation ("Newco"
or the "Company"), and [_________] (the "EMPLOYEE").
RECITALS
A. Employee is employed as a key employee of [Saturn Software, Inc.
("SSI") or Venus Software Corporation ("Venus")];
B. Venus and Saturn Technology, Inc., SSI and certain of their
subsidiaries have entered into an Agreement and Plan of Reorganization dated as
of October ___, 1998 (the "REORGANIZATION AGREEMENT"), pursuant to which certain
assets of SSI will be contributed to Newco and Venus will become a wholly owned
subsidiary of Newco; and
C. The Company and Employee wish to enter into this Key Employee
Agreement relating to Employee's contemplated employment with the Company.
NOW, THEREFORE, IT IS HEREBY AGREED by and between the parties hereto as
follows:
1. EMPLOYMENT.
(a) Duties. The Company agrees to employ Employee as
[_________________] of the Company, and Employee agrees to perform such
reasonable responsibilities and duties as may be required of him by the Company.
During the Employment Term (as defined in subsection (b) below), Employee shall
carry out his duties and responsibilities hereunder in a diligent and competent
manner and shall devote his full business time, attention and energy thereto.
(a) Term. The term of Employee's employment under this Agreement
(the "EMPLOYMENT TERM") shall commence on the Effective Time (as defined in the
Reorganization Agreement) and shall terminate twenty-four (24) months after the
Effective Time. Employee's employment with the Company shall be "at-will," as
defined under applicable law. At the end of the Employment Term, Employee's
employment shall continue on a month to month basis on the terms and conditions
set forth in this Agreement.
(b) Place of Employment. During the Employment Term, Employee
shall render his services at [___________]. Employee shall do such traveling as
shall be reasonably necessary in
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connection with his duties and responsibilities hereunder and Employee shall be
reimbursed for all reasonable business and travel expenses.
2. COMPENSATION AND BENEFITS.
(a) Cash Compensation. The Company shall pay Employee as
compensation for his services a base salary at the annualized rate of
$[________], along with such performance bonus amounts as the Board of Directors
or the Compensation Committee of the Company (the "Board") shall authorize, in
its discretion, from time to time. Such salary shall be reviewed at least
annually and shall be increased from time to time subject to accomplishment of
such performance goals and objectives as may be established from time to time by
the Board. Such compensation shall be subject to applicable tax withholding and
shall be paid periodically in accordance with normal Company payroll practices.
The Employee's base salary specified in this Section 2(a), together with any
increases in such base salary that the Board may grant from time to time, is
referred to in this Agreement as "BASE COMPENSATION."
(b) Employee Benefits. Employee shall be eligible to participate
in employee benefit plans and executive compensation programs maintained by the
Company applicable to key employees of the Company, including (without
limitation) retirement plans, savings or profit sharing plans, deferred
compensation plans, supplemental retirement or excess-benefit plans, stock
option, incentive or other bonus plans, life, disability, health, accident and
other insurance programs, paid vacations, and similar plans or programs, subject
in each case to the generally applicable terms and conditions of the plan or
program in question and to the determination of any committee administering such
plan or program.
3. SEVERANCE PAYMENTS.
(a) Termination Prior to the Last Day of the Employment Term.
If, prior to the last day of the Employment Term, Employee's employment
terminates as a result of an Involuntary Termination (as defined below), then
Employee shall receive the following severance benefits from the Company in lieu
of any other benefits whether or not under this Agreement:
(i) Severance Payment. A cash payment in an amount equal
to the sum of (A) six (6) months of the Employee's Base Compensation, (B) any
unpaid quarterly bonuses earned by Employee with respect to a previous quarter
and (C) fifty percent (50%) of Employee's target bonus for the fiscal year of
the Company in which such termination occurs. Such cash payment shall be paid in
equal installments over the length of the Consulting Period (as defined in
Section 3(a)(iii));
(ii) Continued Employee Benefits. Health, dental and
life insurance coverage at the same level of coverage and with the same
percentage of Company-paid coverage as was provided to Employee immediately
prior to the Involuntary Termination (the "COMPANY-PAID COVERAGE"). If such
coverage included Employee's dependents immediately prior to the
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Involuntary Termination, such dependents shall also be included in the
Company-Paid Coverage. Company-Paid Coverage shall continue until the earlier of
(i) six (6) months from the date of the termination of employment or (ii) the
date that Employee and his dependents become covered under group health, dental
and life insurance plans, as applicable, that provide Employee and his
dependents with comparable benefits and levels of coverage. For purposes of the
Consolidated Budget Reconciliation Act of 1985, as amended ("COBRA"), the date
of the "qualifying event" for Employee and his dependents shall be the date upon
which the Company-Paid Coverage terminates; and
(iii) Consulting Relationship. The Company agrees to
retain Employee as a consultant to the Company for the period commencing with
the date of the Involuntary Termination and ending on the last day of the
Employment Term (the "CONSULTING PERIOD"). During the Consulting Period,
Employee shall report to the Board or its designee and shall be available to
perform consulting services for the Company; provided, however, that the Company
shall not require Employee to perform services for more than ten (10) hours in
any one month during the Consulting Period. All stock options and restricted
stock held by Employee shall continue to vest through the Consulting Period, and
all such stock options shall remain exercisable for three months following the
Consulting Period. Any incentive stock options held by Employee shall
automatically convert into nonstatutory stock options three months and one day
following the date of the Involuntary Termination, to the extent required by
law.
(b) Other Termination. In the event: (i) Employee's employment
terminates by reason of Employee's voluntary resignation not resulting from an
Involuntary Termination; (ii) the Company terminates Employee's employment after
the last day of the Employment Term or (iii) Employee is terminated by the
Company for Cause; Employee shall not be entitled to receive any severance under
Section 3(a) hereof or any other benefits except for those (if any) as may then
be established under the Company's then-existing severance and benefits plans
and policies at the time of such termination.
4. COVENANTS NOT TO COMPETE AND NOT TO SOLICIT.
(a) Until the end of the Consulting Period as provided for in
Section 3 and only to the extent Employee receives severance benefits under
Section 3, upon an Involuntary Termination, the Employee agrees that he shall
not be, on his own behalf, or as owner, manager, advisor, principal, agent,
partner, consultant, director, officer, stockholder or employee of any
Restricted Business, or without the express written authorization of the
Company. The foregoing covenant shall not be deemed to prohibit Employee from
acquiring an investment not more than one percent (1%) of the capital stock of a
competing business, whose stock is traded on a national securities exchange or
through the automated quotation system of a registered securities association.
Should Employee waive any severance benefits provided pursuant to Section 3,
this covenant not to compete in this Section 4(a) shall not apply to Employee.
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(b) Until one year after termination of Employee's employment,
upon the termination of Employee's employment with the Company for any reason,
Employee agrees that he shall not either directly or indirectly solicit, induce,
attempt to hire, recruit, encourage, take away, hire any employee of the Company
or cause an employee to leave their employment either for Employee or for any
other entity or person.
(c) The Employee represents that he (i) is familiar with the
foregoing covenants not to compete and 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.
5. DEFINITIONS. As used herein, the following terms shall have the
meanings se forth below:
(a) Involuntary Termination. "INVOLUNTARY TERMINATION" shall
mean after the Effective Time, (i) without Employee's express written consent,
the reduction of Employee's duties, authority or responsibilities, relative to
Employee's duties, authority or responsibilities as in effect immediately prior
to such reduction, or the assignment to Employee of such reduced duties,
authority or responsibilities; (ii) a reduction by the Company in the base
salary of Employee as in effect immediately prior to such reduction; (iii) a
reduction by the Company in the kind or level of target bonus opportunity to
which Employee was entitled immediately prior to such reduction with the result
that Employee's overall cash compensation package is significantly reduced; (iv)
the relocation of Employee to a facility or a location more than thirty (30)
miles from Employee's then present location, without Employee's express written
consent; (v) any termination of Employee by the Company not for Cause; (vi) the
failure of the Company to obtain the assumption of this agreement by any
successors contemplated in Section 6(a) below; and (vii) any act or set of facts
or circumstances that would, under California case law or statute, constitute a
constructive termination of Employee.
(b) Cause. "CAUSE" for termination by Company of Employee's
employment shall mean (A) the willful and continued failure by Employee to
follow the lawful written directions of the Board after a written demand for
substantial performance is delivered to Employee by the Board, which demand
identifies the manner in which the Board believes that Employee has not
substantially followed the Board's directions and provides thirty (30) days for
Employee to comply with such demand; (B) the willful engagement by Employee in
conduct which is demonstrably and materially injurious to Company or its
subsidiaries and affiliates, monetarily or otherwise; or (C) a conviction, pleas
of nolo contendere, guilty plea or confession by Employee to an act of fraud,
misappropriation or embezzlement, or to a felony.
(c) Restricted Business. "RESTRICTED BUSINESS" shall mean a
business (whether a firm, corporation or partnership) which has products which
compete directly with Newco's products; provided, however, that in the case of a
company that has a division that is a Restricted Business, only the division
shall be treated as a Restricted Business and not the entire company. For
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example, only the IBM division developing and selling data storage software is a
Restricted Business and the rest of IBM shall not be a Restricted Business.
6. NOTICES. Any notice, report or other communication required or
permitted to be given hereunder shall be in writing to both parties and shall be
deemed given on the date of delivery, if delivered, or three days after mailing,
if mailed first-class mail, postage prepaid, (i) if to Employee, at the home
address that he most recently communicated to the Company in writing; and (ii)
if to the Company, at the Company's principal executive offices to the Chief
Executive Officer's attention; or (iii) to such other address as any party
hereto may designate by notice given as herein provided.
7. SUCCESSORS.
(a) Company's Successors. Any successor to the Company (whether
direct or indirect and whether by purchase, merger, consolidation, liquidation
or otherwise) to all or substantially all of the Company's business and/or
assets shall assume the obligations under this Agreement and agree expressly to
perform the obligations under this Agreement in the same manner and to the same
extent as the Company would be required to perform such obligations in the
absence of a succession. For all purposes under this Agreement, the term
"COMPANY" shall include any successor to the Company's business and/or assets
which executes and delivers the assumption agreement described in this Section
6(a) or which becomes bound by the terms of this Agreement by operation of law.
(b) Employee's Successors. The terms of this Agreement and all
rights of Employee hereunder shall inure to the benefit of, and be enforceable
by, Employee's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.
8. GOVERNING LAW. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of
California as applied to agreements entered into and performed within California
solely by residents of that state.
9. NO DUTY TO MITIGATE. Employee shall not be required to mitigate the
amount of any payment contemplated by this Agreement, nor shall any such payment
be reduced by any earnings that Employee may receive from any other source.
10. SEPARABILITY. In the event that any provision or provisions of this
Agreement is held to be invalid or unenforceable by any court of law or
otherwise, the remaining provisions of this Agreement shall nevertheless
continue to be valid and enforceable as though the invalid or unenforceable
parts had not been included therein.
11. ENTIRE AGREEMENT. This Agreement represents the entire agreement and
understanding between the parties as to the subject matter hereof and supersedes
all prior or contemporaneous agreements whether written or oral. No waiver,
alteration or modification of any of the provisions of this Agreement shall be
binding unless in writing and signed by duly authorized representatives of the
parties hereto.
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12. AMENDMENTS. This Agreement shall not be changed or modified in whole
or in part except by an instrument in writing signed by each party hereto.
13. EFFECTIVENESS. This Agreement shall become effective and enforceable
on the later of the date it is signed by both parties or the Effective Time (as
defined in the Reorganization Agreement).
14. COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
15. EFFECT OF HEADINGS. The section headings herein are for convenience
only and shall not affect the construction or interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Key Employee
Agreement as of the date first written above.
NEWCO SOFTWARE CORPORATION,
A DELAWARE CORPORATION
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Signature of Authorized Signatory
EMPLOYEE
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KEY EMPLOYEE VERSION
FORM OF
KEY EMPLOYEE AGREEMENT
THIS KEY EMPLOYEE AGREEMENT, dated as of the ___ day of ________, 1998,
is by and between Newco Software Corporation, a Delaware corporation ("Newco" or
the "Company"), and [_________] (the "EMPLOYEE").
RECITALS
A. Employee is employed as a key employee of [Saturn Software, Inc.
("SSI") or Venus Software Corporation ("Venus");
B. Venus and Saturn Technology, Inc., SSI and certain of their
subsidiaries have entered into an Agreement and Plan of Reorganization dated as
of October ___, 1998 (the "REORGANIZATION AGREEMENT"), pursuant to which certain
assets of SSI will be contributed to Newco and Venus will become a wholly owned
subsidiary of Newco; and
C. The Company and Employee wish to enter into this Key Employee
Agreement relating to Employee's contemplated employment with the Company.
NOW, THEREFORE, IT IS HEREBY AGREED by and between the parties hereto as
follows:
1. EMPLOYMENT.
(a) Duties. The Company agrees to employ Employee as
[_________________] of the Company, and Employee agrees to perform such
reasonable responsibilities and duties as may be required of him by the Company.
During the Employment Term (as defined in subsection (b) below), Employee shall
carry out his duties and responsibilities hereunder in a diligent and competent
manner and shall devote his full business time, attention and energy thereto.
(a) Term. The term of Employee's employment under this Agreement
(the "EMPLOYMENT TERM") shall commence on the Effective Time (as defined in the
Reorganization Agreement) and shall terminate twelve (12) months after the
Effective Time. Employee's employment with the Company shall be "at-will," as
defined under applicable law. At the end of the Employment Term, Employee's
employment shall continue on a month to month basis on the terms and conditions
set forth in this Agreement.
(b) Place of Employment. During the Employment Term, Employee
shall render his services at the [___________]. Employee shall do such traveling
as shall be reasonably necessary in connection with his duties and
responsibilities hereunder and Employee shall be reimbursed for all reasonable
travel and business expenses.
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2. COMPENSATION AND BENEFITS.
(a) Cash Compensation. The Company shall pay Employee as
compensation for his services a base salary at the annualized rate of
$[________], along with such performance bonus amounts as the Board of Directors
or the Compensation Committee of the Company (the "Board") shall authorize, in
its discretion, from time to time. Such salary shall be reviewed at least
annually and shall be increased from time to time subject to accomplishment of
such performance goals and objectives as may be established from time to time by
the Board. Such compensation shall be subject to applicable tax withholding and
shall be paid periodically in accordance with normal Company payroll practices.
The Employee's base salary specified in this Section 2(a), together with any
increases in such base salary that the Board may grant from time to time, is
referred to in this Agreement as "BASE COMPENSATION."
(b) Employee Benefits. Employee shall be eligible to participate
in employee benefit plans and executive compensation programs maintained by the
Company applicable to key employees of the Company, including (without
limitation) retirement plans, savings or profit sharing plans, deferred
compensation plans, supplemental retirement or excess-benefit plans, stock
option, incentive or other bonus plans, life, disability, health, accident and
other insurance programs, paid vacations, and similar plans or programs, subject
in each case to the generally applicable terms and conditions of the plan or
program in question and to the determination of any committee administering such
plan or program.
3. SEVERANCE PAYMENTS.
(a) Termination Prior to the Last Day of the Employment Term.
If, prior to the last day of the Employment Term, Employee's employment
terminates as a result of an Involuntary Termination (as defined below), then
Employee shall receive the following severance benefits from the Company in lieu
of any other benefits whether or not under this Agreement:
(i) Severance Payment. A cash payment in an amount equal
to the sum of (A) six (6) months of the Employee's Base Compensation, (B) any
unpaid quarterly bonuses earned by Employee with respect to a previous quarter
and (C) fifty percent (50%) of Employee's target bonus for the fiscal year of
the Company in which such termination occurs. Such cash payment shall be paid in
equal installments over the length of the Consulting Period (as defined in
Section 3(a)(iii));
(ii) Continued Employee Benefits. Health, dental and
life insurance coverage at the same level of coverage and with the same
percentage of Company-paid coverage as was provided to Employee immediately
prior to the Involuntary Termination (the "COMPANY-PAID COVERAGE"). If such
coverage included Employee's dependents immediately prior to the Involuntary
Termination, such dependents shall also be included in the Company-Paid
Coverage. Company-Paid Coverage shall continue until the earlier of (i) six (6)
months from the date of the termination of employment or (ii) the date that
Employee and his dependents become covered under
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group health, dental and life insurance plans, as applicable, that provide
Employee and his dependents with comparable benefits and levels of coverage. For
purposes of the Consolidated Budget Reconciliation Act of 1985, as amended
("COBRA"), the date of the "qualifying event" for Employee and his dependents
shall be the date upon which the Company-Paid Coverage terminates; and
(iii) Consulting Relationship. The Company agrees to
retain Employee as a consultant to the Company for the period commencing with
the date of the Involuntary Termination and ending (i) twelve (12) months after
the date of the Involuntary Termination if the date of the Involuntary
Termination is less than or equal to six (6) months after the Effective Date (as
defined in the Reorganization Agreement) and (ii) nine (9) months after the date
of the Involuntary Termination if the date of the Involuntary Termination is
more than six (6) months after the Effective Date (as defined in the
Reorganization Agreement) (the "CONSULTING PERIOD"). During the Consulting
Period, Employee shall report to the Board or its designee and shall be
available to perform consulting services for the Company; provided, however,
that the Company shall not require Employee to perform services for more than
ten (10) hours in any one month during the Consulting Period. All stock options
and restricted stock held by Employee shall continue to vest through the
Consulting Period, and all such stock options shall remain exercisable for three
months following the Consulting Period. Any incentive stock options held by
Employee shall automatically convert into nonstatutory stock options three
months and one day following the date of the Involuntary Termination, to the
extent required by law.
(b) Other Termination. In the event: (i) Employee's employment
terminates by reason of Employee's voluntary resignation not resulting from an
Involuntary Termination; (ii) (ii) the Company terminates Employee's employment
after the last day of the Employment Term or (iii) Employees' termination by the
Company for Cause; Employee shall not be entitled to receive any severance under
Section 3(a) hereof or any other benefits except for those (if any) as may then
be established under the Company's then-existing severance and benefits plans
and policies at the time of such termination.
4. COVENANTS NOT TO COMPETE AND NOT TO SOLICIT.
(a) Until the end of the Consulting Period as provided for in Section 3
and only to the extent Employee receives severance benefits under Section 3,
upon an Involuntary Termination, the Employee agrees that he shall not be, on
his own behalf, or as owner, manager, advisor, principal, agent, partner,
consultant, director, officer, stockholder or employee of any Restricted
Business, or without the express written authorization of the Company. The
foregoing covenant shall not be deemed to prohibit Employee from acquiring an
investment not more than one percent (1%) of the capital stock of a competing
business, whose stock is traded on a national securities exchange or through the
automated quotation system of a registered securities association. Should
Employee waive any severance benefits provided pursuant to Section 3, this
covenant not to compete in this Section 4(a) shall not apply to Employee.
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(b) Until one year after termination of Employee's employment,
upon the termination of Employee's employment with the Company for any reason,
Employee agrees that he shall not either directly or indirectly solicit, induce,
attempt to hire, recruit, encourage, take away, hire any employee of the Company
or cause an employee to leave their employment either for Employee or for any
other entity or person.
(c) The Employee represents that he (i) is familiar with the
foregoing covenants not to compete and 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.
5. DEFINITIONS. As used herein, the following terms shall have the
meanings se forth below:
(a) Involuntary Termination. "INVOLUNTARY TERMINATION" shall
mean after the Effective Time, (i) without Employee's express written consent,
the reduction of Employee's duties, authority or responsibilities, relative to
Employee's duties, authority or responsibilities as in effect immediately prior
to such reduction, or the assignment to Employee of such reduced duties,
authority or responsibilities; (ii) a reduction by the Company in the base
salary of Employee as in effect immediately prior to such reduction; (iii) a
reduction by the Company in the kind or level of target bonus opportunity to
which Employee was entitled immediately prior to such reduction with the result
that Employee's overall cash compensation package is significantly reduced; (iv)
the relocation of Employee to a facility or a location more than thirty (30)
miles from Employee's then present location, without Employee's express written
consent; (v) any termination of Employee by the Company not for Cause; (vi) the
failure of the Company to obtain the assumption of this agreement by any
successors contemplated in Section 6(a) below; and (vii) any act or set of facts
or circumstances that would, under California case law or statute, constitute a
constructive termination of Employee.
(b) Cause. "CAUSE" for termination by Company of Employee's
employment shall mean (A) the willful and continued failure by Employee to
follow the lawful written directions of the Board after a written demand for
substantial performance is delivered to Employee by the Board, which demand
identifies the manner in which the Board believes that Employee has not
substantially followed the Board's directions and provides thirty (30) days for
Employee to comply with such demand; (B) the willful engagement by Employee in
conduct which is demonstrably and materially injurious to Company or its
subsidiaries and affiliates, monetarily or otherwise; or (C) a conviction, pleas
of nolo contendere, guilty plea or confession by Employee to an act of fraud,
misappropriation or embezzlement, or to a felony.
(c) Restricted Business. "RESTRICTED BUSINESS" shall mean a
business (whether a firm, corporation or partnership) which has products which
compete directly with Newco's products; provided, however, that in the case of a
company that has a division that is a Restricted Business, only the division
shall be treated as a Restricted Business and not the entire company. For
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example, only the IBM division developing and selling data storage software is a
Restricted Business and the rest of IBM shall not be a Restricted Business.
6. NOTICES. Any notice, report or other communication required or
permitted to be given hereunder shall be in writing to both parties and shall be
deemed given on the date of delivery, if delivered, or three days after mailing,
if mailed first-class mail, postage prepaid, (i) if to Employee, at the home
address that he most recently communicated to the Company in writing; and (ii)
if to the Company, at the Company's principal executive offices to the Chief
Executive Officer's attention; or (iii) to such other address as any party
hereto may designate by notice given as herein provided.
7. SUCCESSORS.
(a) Company's Successors. Any successor to the Company (whether
direct or indirect and whether by purchase, merger, consolidation, liquidation
or otherwise) to all or substantially all of the Company's business and/or
assets shall assume the obligations under this Agreement and agree expressly to
perform the obligations under this Agreement in the same manner and to the same
extent as the Company would be required to perform such obligations in the
absence of a succession. For all purposes under this Agreement, the term
"COMPANY" shall include any successor to the Company's business and/or assets
which executes and delivers the assumption agreement described in this Section
6(a) or which becomes bound by the terms of this Agreement by operation of law.
(b) Employee's Successors. The terms of this Agreement and all
rights of Employee hereunder shall inure to the benefit of, and be enforceable
by, Employee's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.
8. GOVERNING LAW. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of
[California or Florida or Idaho (or Delaware) as applicable] as applied to
agreements entered into and performed within [California or Florida or Idaho (or
Delaware) as applicable] solely by residents of that state.
9. NO DUTY TO MITIGATE. Employee shall not be required to mitigate the
amount of any payment contemplated by this Agreement, nor shall any such payment
be reduced by any earnings that Employee may receive from any other source.
10. SEPARABILITY. In the event that any provision or provisions of this
Agreement is held to be invalid or unenforceable by any court of law or
otherwise, the remaining provisions of this Agreement shall nevertheless
continue to be valid and enforceable as though the invalid or unenforceable
parts had not been included therein.
11. ENTIRE AGREEMENT. This Agreement represents the entire agreement and
understanding between the parties as to the subject matter hereof and supersedes
all prior or contemporaneous agreements whether written or oral. No waiver,
alteration or modification of any
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of the provisions of this Agreement shall be binding unless in writing and
signed by duly authorized representatives of the parties hereto.
12. AMENDMENTS. This Agreement shall not be changed or modified in whole
or in part except by an instrument in writing signed by each party hereto.
13. EFFECTIVENESS. This Agreement shall become effective and enforceable
on the later of the date it is signed by both parties or the Effective Time (as
defined in the Reorganization Agreement).
14. COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
15. EFFECT OF HEADINGS. The section headings herein are for convenience
only and shall not affect the construction or interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Key Employee
Agreement as of the date first written above.
NEWCO SOFTWARE CORPORATION,
A DELAWARE CORPORATION
----------------------------------------
Signature of Authorized Signatory
EMPLOYEE
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