Employment Agreement between Switchboard, Incorporated and James Carrington (Vice President, Sales)

Summary

This agreement outlines the terms of employment for James Carrington as Vice President, Sales at Switchboard, Incorporated. It specifies his base salary, eligibility for a bonus plan, stock options, and benefits. The agreement also details severance provisions if employment is terminated without cause, including salary continuation, pro-rated bonuses, and continued health coverage. In the event of a company change in control, certain stock options will vest immediately. Employment is at-will, and either party may terminate the agreement with 30 days' notice. Acceptance requires signing this letter and a non-disclosure agreement.

EX-10.42 3 b47688swexv10w42.txt EX-10.42 EMPLOYMENT AGREEMENT EXHIBIT 10.42 November 21, 2003 Mr. James Carrington 186 Rochambeau Ave. Providence, RI 02906 Dear James, It is my pleasure to offer you the position of Vice President, Sales at Switchboard, Incorporated ("Switchboard" or "Company"). The Senior Management members of Switchboard with whom you have met believe your expertise will contribute significantly to Switchboard's ability to attain our goals and realize our full potential. The following items comprise the details of the offer: 1) BASE SALARY The base salary will be $5,000 biweekly or $130,000 annually. 2) BONUS PLAN You will be eligible to participate in a Bonus Plan that is targeted at an annualized rate of $140,000 at 100% achievement. Payment of this bonus will be based upon achievement of individual goals and corporate goals that will be discussed and defined with you during your first month of employment. Bonus payments are currently paid within 45 days following the end of each quarter. You must be an employee at the time bonuses are paid in order to receive the bonus. 3) STOCK You will be granted an option to purchase an aggregate of 70,000 shares of Common Stock of the Company in accordance with the applicable terms and conditions of Switchboard's 1999 Stock Incentive Plan. These options will be priced using the closing price on the NASDAQ Exchange on your date of hire, and they will vest 25% on the first anniversary of the date of grant and quarterly thereafter for the following three (3) years. 4) BENEFITS You will be eligible to acquire Switchboard's full set of benefits including but not limited to group dental, medical, disability and life insurance through the Company. Coverage for you and your dependents will commence on your first day of employment, subject to any insurers' eligibility requirements and the payment of any applicable employee contributions. Additional details of our benefit programs will be available when we meet in December. 5) PROTECTION IN THE EVENT OF TERMINATION If your employment is terminated by Switchboard for any reason, except For Cause (defined herein), Switchboard will provide you the following payments and benefits: - Switchboard will pay you on a biweekly basis your base salary until you have obtained other employment to a maximum of six months from the effective date of your termination or Switchboard will pay you on a biweekly basis the difference between any outside earnings (for example in the case of obtaining consulting assignments) and your Switchboard base salary for a maximum of six months from the effective date of your termination. - Switchboard will pay you all bonuses you have earned (on a pro-rated basis) as of the effective date of your termination. - Switchboard will provide up to six months of continued medical and dental insurance for you and your family from the effective date of your termination, subject to the payment of any applicable employee contributions. - Termination of employment for cause ("For Cause") shall mean termination by reason of (a) any act or omission involving dishonesty, gross negligence or serious misconduct, or (b) your conviction of, or the entry of a guilty plea or nolo contendere by you to any crime involving sexual harassment or any felony. Termination of employment For Cause will be presented in writing, accompanied by a written statement of reasons. A process of binding arbitration will resolve disagreements. 6) CHANGE IN CONTROL PROVISIONS - In the event of a Change in Control, (defined under separate cover within the Stock Option Agreement Document), (a) each outstanding option to purchase shares of Common Stock of the Company held by you shall become immediately exercisable as to 50% of the then unvested shares subject to such option, with such immediate vesting applied ratably to the unvested shares. All items in this agreement pertaining to Stock Options of the Company are subject to the terms and conditions set forth in the Switchboard Incorporated 1999 Stock Incentive Plan. 7) EMPLOYMENT STATUS; OFFER TERMS Since Switchboard's standard policy does not provide for agreements guaranteeing employment for any specific period of time, this offer is not intended to be construed as an employment contract. Therefore, you are, and shall remain, an employee at will. The terms of this offer are valid for the duration of your employment subject to a 30-day notice period of cancellation by either party. Please confirm your acceptance of this offer for employment no later than November 24, 2003 by signing this letter where indicated below, and by signing the enclosed Invention and Non-Disclosure Agreement. Please return both documents in the envelope provided at your earliest convenience. Please retain one copy of this letter for your records. Jim, it was a pleasure working with you during this process, I look forward to meeting with you on December 3. Welcome to Switchboard. Sincerely, /s/ Kevin Lawler Kevin Lawler Vice President, Human Resources Switchboard, Incorporated Accepted: /s/ James Carrington Start Date: 12/3/2003 ----------------------------------------- --------------- James Carrington