Attached files
| file | filename |
|---|---|
| EX-10.2 - AMENDED EMPLOYMENT AGREEMENT - TALEO CORP | exhibit_10-2.htm |
| EX-10.3 - AMENDED EMPLOYMENT AGREEMENT - TALEO CORP | exhibit_10-3.htm |
| EX-10.1 - AMENDED EMPLOYMENT AGREEMENT - TALEO CORP | exhibit_10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
__________________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported)
January
18, 2010
__________________________
TALEO
CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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000-51299
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52-2190418
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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4140
Dublin Boulevard, Suite 400
Dublin,
CA 94568
(Address
of principal executive offices, including zip code)
(925)
452-3000
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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[ ]
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers
On
January 18, 2010, Taleo Corporation (the “Company”) entered into amended
employment agreements (the “Employment Agreements”) with its principal financial
officer, Katy Murray, and two of its named executive officers, Guy Gauvin and
Neil Hudspith (each, and “Executive”). The Employment Agreements are
effective as of January 1, 2010 and update and standardize the terms of the
agreements previously entered into with the employees. Each
Employment Agreement has a 4 year term. A summary of certain terms of
the Employment Agreements is below and is qualified in its entirety by reference
to the Employment Agreements, which are filed as exhibits hereto and
incorporated by reference herein.
The
Employment Agreements provide for an annual base salary (of USD $315,250.00 for
Ms. Murray, CAD $227,500.00 for Mr. Gauvin and USD $330,000.00 for Mr. Hudspith)
and an annual target (of USD $169,750.00 for Ms. Murray, CAD $227,500 for Mr.
Gauvin and $330,000.00 for Mr. Hudspith) for aggregate annual and quarterly
bonuses, in each case subject to periodic review and adjustment. Each
Executive’s bonus will be determined based upon the achievement of quarterly and
yearly performance goals approved by the Company.
Under the
Employment Agreements, in the event an Executive’s employment is terminated by
the Company without cause or the Executive resigns for good reason, as such
terms are defined in the Employment Agreement, the Executive will be entitled to
receive, subject to the execution of a release of claims in favor of the
Company: (i) a lump sum prorated bonus payment for any partially completed bonus
periods, at an assumed 100% goal achievement rate, (ii) a lump sum payment equal
to his or her then current annual base salary, and (iii) continued payment by
the Company of that portion of the COBRA premiums which the Company pays for
active employees, provided the Executive elects to continue coverage until the
earlier of (1) twelve months following termination or resignation, (2) the
expiration of coverage, or (3) the date the Executive becomes eligible for
substantially equivalent health insurance in connection with new or
self-employment. In addition, the Executive’s outstanding equity
awards will continue to vest or be released from restriction for six months from
the date of termination of employment.
Further,
in the event the Executive’s employment is terminated without cause or the
Executive resigns for good reason, sixty days prior to or within eighteen months
following a change of control, as such term is defined in the Employment
Agreement, the Executive will be entitled to receive, subject to the execution
of a release of claims in favor of the Company: (i) a lump sum prorated bonus
payment for any partially completed bonus periods, at an assumed 100% goal
achievement rate, (ii) a lump sum payment equal to his or her then current
annual base salary, (iii) a lump sum equal to 100% of the Executive’s then
current target annual bonus, and (iv) continued payment by the Company of that
portion of the COBRA premiums which the Company pays for active employees,
provided the Executive elects to continue coverage until the earlier of (1) 12
months following termination or resignation, (2) the expiration of coverage, or
(3) the date the Executive becomes eligible for substantially equivalent health
insurance in connection with new or self-employment. In addition, all
of the Executive’s outstanding equity awards will vest or be released from
restriction immediately.
The
Employment Agreements provide for nonsolicitation covenants for 12 months
following a termination or resignation of employment that would result in the
severance payments described above, as well as customary confidentiality
covenants for the term of employment and thereafter.
In the
event that the severance payments and other benefits payable to the Executives
under these Employment Agreements constitute “parachute payments” under Section
280G of the U.S. tax code and would be subject to the applicable excise tax,
then such Executive’s severance payments and other benefits will be either (i)
delivered in full or (ii) delivered to such lesser extent which would result in
no portion of such benefits being subject to the excise tax, whichever results
in the receipt by the Executive on an after-tax basis of the greatest amount of
benefits.
Item
9.01 Financial
Statements and Exhibits
(d)
Exhibits
The
following exhibits are filed herewith:
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Exhibit No.
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Description
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10.1
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Amended
and Restated Contract of Employment between Taleo (Canada) Inc. and Guy
Gauvin dated January 18, 2010
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10.2
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Neil
Hudspith First Amended and Restated Employment Agreement dated January 18,
2010
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10.3
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Katy
Murray First Amended and Restated Employment Agreement dated January 18,
2010
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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TALEO
CORPORATION
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By:
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/s/
Katy Murray
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Katy
Murray
Executive
Vice President and Chief Financial
Officer
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Date: January
21, 2010
EXHIBIT
INDEX
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Exhibit No.
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Description
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Amended
and Restated Contract of Employment between Taleo (Canada) Inc. and Guy
Gauvin dated January 18, 2010
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Neil
Hudspith First Amended and Restated Employment Agreement dated January 18,
2010
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Katy
Murray First Amended and Restated Employment Agreement dated January 18,
2010
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