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).
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.
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
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 Companys headquarters, presently
located in Greenwood Village, Colorado.
The Executive shall devote substantially all of the Executives business
time and effort to the performance of the Executives 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 Executives duties for the Company.
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.
3.1 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 Executives 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 Executives 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 Executives 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
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 Companys
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 Executives 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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