Employment Agreement (2010)Full Document 

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DAVID PETERSCHMIDT
EMPLOYMENT AGREEMENT

 

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of July 1, 2010 by and between CIBER, INC., a Delaware corporation (the “Company”), and DAVID PETERSCHMIDT (the “Executive”).

 

WHEREAS, the Company desires to employ the Executive as its President and Chief Executive Officer and the Executive desires to accept such employment, on the terms set forth below.

 

Accordingly, the parties hereto agree as follows:

 

1.                                       Term.  The Company hereby employs the Executive, and the Executive hereby accepts such employment for an initial term commencing as of the date hereof and ending July 1, 2013 (the “Initial Term”) unless sooner terminated in accordance with the provisions of Section 4 or Section 5, and which shall automatically renew for additional one year terms unless three months advance notice is given of non-renewal (the period during which the Executive is employed hereunder being hereinafter referred to as the “Term”).  Anything herein to the contrary notwithstanding, if on the date of a Change in Control, the remaining Term is less than 24 months, the Term shall be automatically extended to the end of the 24 month period following such Change in Control

 

2.                                       Duties.

 

(a)    The Executive, in his capacity as President and Chief Executive Officer (“CEO”) shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial, or administrative nature, as shall be specified and designated from time to time by the board of directors or similar governing body of the Company (the “Board”) (including the performance of services for, and serving on the Board of Directors of, any subsidiary or affiliate of the Company without any additional compensation).  The Executive will be based at the Company’s headquarters, presently located in Greenwood Village, Colorado.  The Executive shall devote substantially all of the Executive’s business time and effort to the performance of the Executive’s duties hereunder, provided that in no event shall this sentence prohibit the Executive from performing personal and charitable activities and any other activities approved by the Board, so long as such activities do not materially and adversely interfere with the Executive’s duties for the Company.

 

(b)    The Company shall nominate Executive for election (or re-election, as the case may be) as a member of the Board for so long as Executive remains Chief Executive Officer of the Company.

 



 

3.                                       Compensation.

 

3.1                                 Salary.  The Company shall pay the Executive during the Term a base salary at the rate of $600,000 per annum (the “Annual Salary”), payable bi-weekly and subject to regular deductions and withholdings as required by law.  The Annual Salary may be increased annually by an amount as may be approved by the Board, and, upon such increase, the increased amount shall thereafter be deemed to be the Annual Salary for purposes of this Agreement.

 

3.2                                 Bonus.  The Executive will be entitled to such bonuses as may be authorized by the Board based on achievement of performance targets specified annually by the Board.  The Executive’s bonus amount will be 100% of Annual Salary if the target is achieved for the respective fiscal year.  For the fiscal year ending December 31, 2010, the Executive’s bonus amount (the “2010 Bonus Amount”) shall be no less than 80% and no greater than 100% of Annual Salary.  In the event that between 80% and 100% of the 2010 performance target is achieved, the 2010 Bonus Amount shall equal the percentage of the 2010 performance target achieved multiplied by Annual Salary.  The 2010 Bonus Amount shall be pro rated based on the portion of the year that the Executive is employed by the Company.  For the fiscal years ending December 31, 2011 and beyond there shall be no minimum guaranteed bonus amount, thus, the bonus paid to the Executive may be greater or lesser than 100% of Annual Salary based upon whether the target performance factors have been achieved or exceeded.  Any Annual Bonus payable to the Executive hereunder shall be paid 100% in cash and shall be paid no later than 2 ½ months following the fiscal year with respect to which the bonus is earned.

 

3.3                                 Equity-Based Awards.   The Executive may from time to time be awarded such restricted stock units, stock options, or other equity-based awards as the Board determines in its sole discretion to be appropriate, which awards shall be evidenced by separate award agreements.  On the date hereof (or promptly upon the Executive commencing services hereunder), the Executive shall be awarded, as an inducement grant outside of the Equity Incentive Plan, 1,400,000 stock options (the “Initial Equity Grant”), twenty-five percent (25%) of which shall vest on July 1, 2011, twenty-five percent (25%) of which shall vest on July 1, 2012, twenty-five percent (25%) of which shall vest on July 1, 2013 and twenty-five percent (25%) of which shall vest on July 1, 2014 (each such date, a “Scheduled Vesting Date,” and the last such date, the “Final Vesting Date”), in each case subject to the Executive’s continued employment.  Stock options that comprise the Initial Equity Grant shall have a term of seven (7) years from the date of the Initial Equity Grant (the last date of such term, the “Option Expiration Date”).  The Initial Equity Grant shall be subject to the terms and conditions set forth in the Equity Incentive Plan to the extent applicable, a copy of which is attached hereto as Exhibit “A” and by this reference made a part hereof (as may be amended from time to time).  For the purposes of this Section 3.3, “Equity Incentive Plan” shall mean the CIBER, Inc. 2004 Incentive Plan (as amended and restated as of February 28, 2010).

 

3.4                                 Benefits — In General.  The Executive shall have the right during the Term to participate in any group life, medical, dental or disability insurance plans, health programs, pension and profit sharing plans and similar benefits that are made available to other senior

 

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executives of the Company generally, on the same or more favorable terms (as determined by the Board in its sole discretion) as may be made available to such other executives, in each case to the extent that the Executive is eligible under the terms of such plans or programs.

 

3.5                                 Vacation / Personal Days.  During the Term, the Executive shall be entitled to take vacation and/or personal days in accordance with the Company’s human resources policies for senior executives.

 

3.6                                 Expenses - General.  The Company shall pay or reimburse the Executive for all ordinary and reasonable out-of-pocket expenses actually incurred (and, in the case of reimbursement, paid) by the Executive during the Term in the performance of the Executive’s services under this Agreement, provided that the Executive submits such expenses in accordance with the policies applicable to senior executives of the Company generally.

 

3.7                                 Moving and Relocation Expenses and Housing Allowance.  The Company shall reimburse the Executive for reasonable expenses actually incurred by the Executive to move personal effects from San Francisco, California to the Denver, Colorado metropolitan area.  The Company shall reimburse the Executive monthly for rent, electricity, gas and water expenses actually incurred by the Executive for interim housing in the Denver, Colorado metropolitan area, in an amount not to exceed $6,000 per month starting on July 1, 2010 and ending on March 31, 2011 (or such earlier date as the Executive is no longer incurring such interim housing expenses).  This Section 3.7 comprises the only relocation expenses of the Executive for which the Company will be responsible.

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