Employment Agreement between J.D. Edwards & Company and David E. Girard (Executive Vice President and COO)

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Summary

This agreement is between J.D. Edwards & Company and David E. Girard, appointing Girard as Executive Vice President and Chief Operating Officer for at least two years starting May 1, 2000. Girard will receive a base salary, performance-based bonuses, stock options, and employee benefits. The agreement outlines conditions for additional bonuses, stock option vesting, and severance pay depending on the reason for termination. Girard must devote full time to his role and comply with company policies. The agreement also specifies eligibility for health insurance, paid time off, and participation in company benefit plans.

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EX-10.15 5 d82676ex10-15.txt EMPLOYMENT AGREEMENT - DAVID E. GIRARD 1 EXHIBIT 10.15 EMPLOYMENT AGREEMENT This Employment Agreement ("Employment Agreement") dated this 1st day of August, 2000 but effective as of May 1, 2000 (the "Effective Date") is made by and between J.D. EDWARDS & COMPANY, a Delaware corporation ("J.D. Edwards") and DAVID E. GIRARD ("Girard"). RECITALS A. J.D. Edwards is engaged in the business of developing, marketing and supporting enterprise software and supply chain computing solutions. B. Girard is currently employed by J.D. Edwards in the position of Executive Vice President and Chief Operating Officer and J.D. Edwards wishes to retain Girard in the employment of J.D. Edwards for a period of at least two (2) years from the Effective Date of this Employment Agreement. It is agreed between J.D. Edwards and Girard as follows: 1. EMPLOYMENT. J.D. Edwards hereby agrees to employ Girard to perform the duties and responsibilities set forth in the job description attached as Attachment A to this Employment Agreement together with such other duties and responsibilities as shall be assigned to him from time to time by J.D. Edwards senior management which shall be consistent with Girard's job description. Girard accepts such employment with J.D. Edwards upon the terms and conditions of this Employment Agreement and agrees to perform the duties and responsibilities described in this Section in accordance with all policies, procedures, rules and regulations adopted by J.D. Edwards Board of Directors or senior management. During the term of his employment, Girard agrees to devote his full time and attention, skills and efforts to the performance of his duties and responsibilities on behalf of J.D. Edwards and to maintain and promote the business of J.D. Edwards. 2. TERM. Subject to the terms of Section 7, Termination, Girard shall be employed by J.D. Edwards for a period of not less than two (2) years commencing on the Effective Date (the "Initial Employment Term"). 3. COMPENSATION. 3.1 ANNUAL BASE SALARY AND BONUS. Girard's compensation from the Effective Date until April 1, 2001 shall be set at an annual base salary of $351,120 with an annual bonus incentive of up to seventy-five percent (75%) of such base salary based upon the achievement of those certain objectives as determined and approved by the Compensation Committee of the Board of Directors of J.D. Edwards. Compensation for subsequent periods shall be established by a written addendum to this Employment Agreement as approved by the Compensation Committee of J.D. Edwards Board of Directors but in no event will be less than the annual base salary of $351,120 and annual bonus Page 1 of 8 2 incentive of up to seventy-five percent (75%) of the new base salary based upon the achievement of those certain objectives as determined and approved by the Compensation Committee of the Board of Directors of J.D. Edwards. 3.2 STAY BONUS. Upon Girard remaining in the employment of J.D. Edwards for the full two (2) year period of the Initial Employment Term and otherwise complying with the terms hereof or Girard dying during the Initial Employment Term, Girard will receive a stay bonus in an amount equal to one hundred percent (100%) of his on target earnings (annual base salary plus bonus as determined in accordance with Section 3.1, Annual Base Salary and Bonus, hereof) for the second year of the Initial Employment Term. Such stay bonus will be in addition to the annual compensation received for the second year of this Employment Agreement. 3.3 2001 FIRST HALF BONUS. In addition to the stay bonus described in Section 3.2 above, upon Girard remaining in the employment of J.D. Edwards for the full two (2) year period of the Initial Employment Term and otherwise complying with the terms hereof, Girard will receive an amount equal to one hundred percent (100%) of his first half fiscal year 2001 bonus determined in accordance with the J.D. Edwards Executive Bonus Plan for fiscal year 2001. 3.4 ADDITIONAL BONUS PAYMENT. Should Girard be terminated by J.D. Edwards for any reason other than for Cause, Performance or disability at any time during the Initial Employment Term or should Girard resign from employment with J.D. Edwards any time after the Initial Employment Period, J.D. Edwards will pay to Girard an additional bonus in the amount of $60,000. For purposes of this Employment Agreement, "Cause" and "Performance" shall be as defined in Section 7 of this Employment Agreement. 4. STOCK OPTION GRANT. Girard will be granted 225,000 stock options to purchase the common stock of J.D. Edwards pursuant to the terms of J.D. Edwards 1997 Equity Incentive Plan, or its successor option plan, if any, at the option of price of $13.0625 per option (the "Stock Option Grant"). The Stock Option Grant shall vest and become exercisable as to one hundred percent (100%) of the shares subject to the option on (i) the last day of the two-year period of this Employment Agreement, or (ii) should Girard be terminated by J.D. Edwards for any reason other than for Cause, Performance or disability at any time during the Initial Employment Term. Notwithstanding the foregoing sentence, however, should Girard be terminated for Performance or disability, the Stock Option Grant shall vest 25% of the grant on May 1, 2001 and 1/16 per month thereafter; any unvested options will terminate effective on the date of such termination. Should Girard resign from employment with J.D. Edwards or be terminated by J.D. Edwards for Cause at any time during the Initial Employment Term, the Stock Option Grant will be cancelled effective upon the date of resignation or termination for Cause and Girard will have no right to exercise any portion of the Stock Option Grant. Girard shall have a period of six (6) months commencing upon termination of employment to exercise his vested stock option under this Section. Page 2 of 8 3 5. EMPLOYEE BENEFITS. Girard will be eligible to participate in all employee benefits provided by J.D. Edwards to employees, based upon his position and tenure, including the following: 5.1. HEALTH AND LIFE INSURANCE. J.D. Edwards agrees to provide to Girard (and his spouse and dependents) coverage under J.D. Edwards group health and life insurance plan, the coverage, terms and benefits of which shall be determined, from time to time, in the sole discretion of J.D. Edwards Board of Directors. 5.2. PAID TIME OFF. Girard shall be entitled to the maximum paid time off provided for in J.D. Edwards paid time off policy in effect from time to time. 5.3. QUALIFIED/NON-QUALIFIED PLAN(s). Girard shall be entitled to participate in any qualified or non-qualified plan(s) adopted by J.D. Edwards Board of Directors and Girard fulfills all eligibility requirements under the terms and conditions of such plan. The J.D. Edwards Board of Directors reserves the sole right and discretion to adopt or terminate a plan and to establish all eligibility requirements and other terms and conditions of such plan. 6. SEVERANCE PAY. If Girard is terminated by J.D. Edwards for Performance or disability, Girard shall be entitled to receive severance pay in accordance with the standard J.D. Edwards severance pay policy for an employee of Girard's position and time of service in the amount of one year's then current base salary. If Girard is terminated by J.D. Edwards for other than Cause, Performance or disability, Girard shall be entitled to receive, in addition to all other compensation and benefits described herein to the extent not already paid, severance pay in accordance with the standard J.D. Edwards severance pay policy for an employee of Girard's position and time of service of one year's then current on target earning (annual base salary plus bonus). This severance payment would be made in a one-time, lump sum payment subject to appropriate tax withholding. Notwithstanding the foregoing, however, no severance allowance shall be paid if termination is for Cause or if Girard voluntarily terminates employment within the Initial Employment Term. 6.1. COBRA MEDICAL INSURANCE. If Girard's employment is terminated without Cause, in addition to the severance payment in accordance with Section 6, Girard and his dependents will be eligible for medical insurance (for himself and his spouse and dependant(s)) under COBRA commencing on the date of his termination for a period of one (1) year in accordance with the standard J.D. Edwards policy at J.D. Edwards sole expense. Girard and his dependents will be eligible to continue coverage at his cost beyond such date if he should so elect as provided by applicable law. 6.2 MANAGEMENT CHANGE IN CONTROL PLAN. The J.D. Edwards & Company Management Change in Control Plan Girard accepted on September 8, 1999 (the "Plan") will remain in full force and effect for the term of this Employment Agreement and will continue thereafter only so long as Girard remains an employee of J.D. Edwards. Therefore, the J.D. Edwards Board of Directors agrees that it waives all rights under the Plan to remove Girard as a participant in the Plan, terminate the Plan with respect to Girard, amend or Page 3 of 8 4 otherwise modify the Plan in any manner that would be detrimental to Girard or serve to reduce the Severance Benefits payable to Girard under the Plan. 6.3 INDEMNIFICATION AGREEMENT. The parties executed the J.D. Edwards & Company Indemnification Agreement on August 19, 1997 (the "Indemnification Agreement"). The parties recognize that the scope of the indemnification offered to Girard under the Indemnification Agreement is insufficient. The parties, therefore, agree to work in good faith together to modify the Indemnification Agreement to expand the definition of a "Covered Event", provide for payment of all "Expenses" on an as occurred basis by J.D. Edwards, allow Girard to retain his own counsel at the expense of J.D. Edwards, and in accordance with the provisions of a letter dated July 31, 2000 from the Law Firm of Ogborn, Summerlin & Ogborn, L.L.C. to Pete Moison, Esq., a copy of which is attached as Exhibit B to this Agreement. The parties agree to complete the agreed to modifications on or before October 1, 2000. In the event the parties cannot agree by such date as to the required changes to the Indemnification Agreement, then the parties shall submit the dispute to a mutually acceptable mediation in the City and County of Denver, Colorado. 6.3 CONFIDENTIALITY AND NON-SOLICITATION. Girard acknowledges that he has signed the J.D. Edwards Employee Nondisclosure Agreement effective June 1, 1994 and confirms that he will continue to abide by the obligations contained therein. However, any violation of the Nondisclosure Agreement by Girard shall not affect Girard's rights or J.D. Edwards obligations under this Agreement. J.D. Edwards agrees not to withhold or otherwise set off any sums or benefits due to Girard under this Agreement in the event of a breach of the Nondisclosure Agreement by Girard. 7. TERMINATION. J.D. Edwards shall have the right to terminate this Employment Agreement prior to its expiration only for "Cause" or "Performance" as set forth below: 7.1. TERMINATION FOR CAUSE. For the purposes of this Employment Agreement, "Cause" means the following: (a) the willful and material breach of duty by Girard in the course of his employment; (b) the habitual neglect by Girard of his employment duties; (c) the continued incapacity, whether physical or mental, of Girard to perform his duties, unless waived by J.D. Edwards; or (d) Girard's gross misconduct resulting in material damage to J.D. Edwards. 7.2. TERMINATION FOR PERFORMANCE. For the purposes of this Employment Agreement, termination for "Performance" shall be as determined by the J.D. Edwards Board of Directors in the good faith exercise of their business judgment. Page 4 of 8 5 7.3 DISPUTE RESOLUTION. Should Girard dispute whether J.D. Edwards has been reasonable in interpreting "Cause," or "Performance" then in such event Girard may submit the matter to arbitration. The arbitration proceeding shall be conducted under the applicable rules of the American Arbitration Association and shall be located in Denver, Colorado. If such organization ceases to exist, the arbitration shall be conducted by its successor, or by a similar arbitration organization, at the time a demand for arbitration is made. The decision of the arbitrator shall be final and binding on both parties. Each party shall be responsible for its or his own expenses for the arbitrator's fee, attorney's fees, expert testimony, and for other expenses of presenting its or his case. Other arbitration costs, including fees for records or transcripts, shall be borne equally by the parties. 7.4 COMPENSATION EARNED PRIOR TO TERMINATION. In the event that J.D. Edwards terminates Girard for Cause during the Initial Employment Term or any renewal periods, Girard shall be entitled to the compensation earned prior to the date of termination as provided for in this Employment Agreement computed pro rata up to and including that date including any prorata bonuses accrued or payable for the fiscal year in which Girard is so terminated and all benefits set forth in Article 5 of this Agreement. Girard shall be entitled to no further compensation as of the date of termination. 7.5 RENEWAL. This Employment Agreement shall be deemed automatically renewed for successive one (1) year periods without any further act of the J.D. Edwards, unless, not later than thirty (30) days prior to the end of any period, either party provides the other with written notice of intent not to renew; notwithstanding the foregoing, however, Section 4, Stock Option Grant of this Employment Agreement shall not apply to any such renewal periods after the initial two (2) year period. 7.6 NON-RENEWAL. Any non-renewal of this Employment Agreement shall be treated as a termination of Girard without Cause and be governed by the provisions of this Employment Agreement applicable to terminations without Cause, including, but not limited, to the payments and benefits due to Girard under Sections 3, 5 and 6 of this Employment Agreement. 8. WAIVER AND RELEASE. Girard acknowledges and agrees that he is aware of his legal rights concerning his employment with J.D. Edwards. Girard (for himself and his heirs, legal representatives and assigns) hereby waives, and generally releases J.D. Edwards and all affiliates, officers, directors, employees and agents of J.D. Edwards from, and agrees not to sue J.D. Edwards for, any claims or causes of action, whether known or unknown, which Girard has or may have against J.D. Edwards. This includes, but is not limited to, any claims or causes of action arising under any federal, state or local laws dealing with employment discrimination (including, but not limited to, Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment Act of 1967, as amended; the Older Workers Benefit Protection Act; the American with Disabilities Act of 1990; the National Labor Relations Act, as amended; the Family Medical Leave Act; and any applicable state or local discrimination provisions) and any claims or causes of action for wrongful discharge relating to Girard's employment and termination of employment other than Page 5 of 8 6 for termination for Cause or for Performance which, if any dispute arises between the parties, will be subject to the terms of Section 7.3, Dispute Resolution, above. 9. COOPERATION. The parties hereto agree that, at all times during Girard's employment, and following termination of his employment, each party shall avoid making any remarks about the other party, which for J.D. Edwards shall include its affiliates, officers, directors, employees and agents that would tend to disparage or injure the reputation of the other party. 10. MISCELLANEOUS. 10.1. ASSIGNMENT. Neither J.D. Edwards nor Girard may assign this Employment Agreement or any of their respective obligations hereunder. 10.2. NOTICES. Any notice or other communication provided for or required by this Employment Agreement shall be given within (i) three (3) business days after mailing by registered or certified mail, postage prepaid, return receipt requested, (ii) one (1) business day after deposit with a recognized overnight courier (such as Federal Express) or (iii) upon delivery if sent by facsimile transmission or in person in each case to the following address: TO J.D. EDWARDS: J.D. Edwards & Company One Technology Way Denver, Colorado 80237 Attn: Vice President, General Counsel TO GIRARD: David E. Girard XXXX XXXXX XXXXX XX XXXXXXXXX, CO XXXXX or at such other address or addresses as the J.D. Edwards or Girard may designate. 10.3. GOVERNING LAW. This Employment Agreement and each term thereof shall be subject to and governed by the laws of the State of Colorado. 10.4. SEVERABILITY. If any portion of this Employment Agreement shall be, for any reason, invalid or unenforceable, the remaining portion or portions shall nevertheless be valid, enforceable and effective unless to do so would clearly violate the present legal and valid intention of the parties hereto. 10.5. ENTIRE AGREEMENT. This Employment Agreement constitutes the entire agreement between the parties and contains all of the agreements between the parties with respect to the subject matter hereof. This Employment Agreement supersedes any and all other agreements, either oral or written, between the parties hereto with respect to the subject matter hereof. Page 6 of 8 7 10.6. AMENDMENT. No change or modification of this Employment Agreement shall be valid unless the same shall be in writing and signed by Girard and a duly authorized officer of J.D. Edwards. No waiver of any provision of this Employment Agreement shall be valid unless in writing and signed by the party or party to be charged. 10.7 BENEFIT. This Employment Agreement shall be binding upon and inure to the benefit of J.D. Edwards and Girard and their respective successors, heirs, legal representatives and permitted assigns. This Employment Agreement is hereby executed as of the date set forth above. J.D. EDWARDS & COMPANY GIRARD By: /s/ C. Edward McVaney By: /s/ David E. Girard ------------------------------------ -------------------------------- (Authorized Signature) David E. Girard C. Edward McVaney ------------------------------------ Chairman and CEO Page 7 of 8 8 SCHEDULE OF ATTACHMENTS ATTACHMENT A - JOB DESCRIPTION Page 8 of 8 9 SOFTWARE INDUSTRY: JOB DESCRIPTIONS Chief Operating Officer (0010) DIVISION: Executive REPORTS TO (TITLE): Chief Executive Officer (005) DEPARTMENT: N/A UPDATED: 12/31/00 This job is [ ] EXEMPT [ ] NON-EXEMPT BASIC PURPOSE: Directs and coordinates corporate support activities to plan, develop and implement policies, programs and practices that support the operating functions of the company. Evaluates progress of departments in meeting their performance goals. Provides counsel to other executives and managers through specialized service departments, including finance, human resources, legal, business development, and administrative services. May also be responsible for internal MIS/data processing function. Member of senior management of company; may also be CFO.
- --------------------------------------------------------------------------------------------------------------------------------- Percent (%) of Monthly Working ESSENTIAL DUTIES AND RESPONSIBILITIES: Time ------------ 1. Directs and administers the line operating units of the business, usually involving product development, 40% marketing, customer and product support, and field operations: o Develops and maintains a sound plan of corporate organization. o Prescribes limits of authority among subordinates regarding policies, expenditures and personnel actions. o Analyzes operating results of business and its units versus approved plans and objectives. o Takes adequate steps to correct shortfalls in performance. o Resolves conflicts between operating units and line/staff departments. 2. Assists CEO in development of corporate strategies and strategic objectives and the operating policies and 20% procedures to assure attainment of these corporate objectives: o Insures that plans and policies are understood and administered by the management team. o Uses strategic objectives as basis for establishing performance management and incentive programs for management team. 3. Directs acquisition, retention and continuing development of key human resources throughout operating units: 20% o Assures establishment of recruiting, training and development programs, performance management and reward systems to attain the highest level of productivity for long-range success; systems to include provisions to meet all government laws and regulations. o Establishes and maintains effective systems of communications with employees. 4. Represents company in relations with major customers, suppliers, government agencies, etc. 10% 5. Serves as key member of executive team, usually requiring membership on the board. Assumes other special 10% projects/assignments as directed by the CEO. May act for CEO in his/her absence. ADDITIONAL DUTIES AND RESPONSIBILITIES: (The above statements describe the general nature and level of work being performed in this job. They are not 100% intended to be an exhaustive list of all duties, and indeed additional responsibilities may be assigned, as required, by management.) - ---------------------------------------------------------------------------------------------------------------------------------
ESSENTIAL KNOWLEDGE & SKILLS: Education/Training/Work Experience: Bachelor's degree in business, or accounting/finance; advanced degree in business, or its equivalent, or CPA helpful. Minimum 15+ years in finance and/or administrative functions, with 10 to 12+ years management experience. Specialized Knowledge & Skills: Excellent planning and organizing skills with ability to effectively direct the company's support divisions to assist operating divisions attain corporate objectives. In-depth knowledge of financial legal principles and practices. Excellent time management, communications, decision making, presentation, and organization skills. Type Equipment Used: PC and various software languages. Work Environment/Physical Demands: General office environment. High levels of stress often occur. No special physical demands required. - ------------------------------------------------------------------------------- 3-6 (C) Culpepper and Associates, Inc. 1996 10 Chief Executive Officer (0005), Continued ESSENTIAL KNOWLEDGE & SKILLS: Education/Training/Work Experience Bachelor's degree in business, engineering, sales or marketing; advanced degree in business or its equivalent is helpful. Minimum 20+ years in high technology business functions, including 15+ years management experience. Specialized Knowledge & Skills: Excellent planning and organizing skills with ability to effectively direct the company's overall operations in order to maximize revenues and profits. In-depth knowledge of financial and legal principles and practices. Able to deal effectively with high level executives outside the company, government and financial officials, etc. Excellent time management, communications, decision making, presentation and organizations skills. Type Equipment Used: PC and various software languages. Work Environment/Physical Demands: General office environment. High levels of stress often occur, including those associated with frequent travel. No other special physical demands, required. - ------------------------------------------------------------------------------- (C) Culpepper and Associates, Inc. 1996 3-5