Attached files
Exhibit 10.13
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this Agreement), is made and entered into on this 19th day of September, 2016 (the Effective Date) by and between Duck Creek Technologies, LLC (the Company) and Vincent Chippari (the Employee).
RECITALS:
Disco Topco Holdings (Cayman), L.P. (the Issuer) and the Company (collectively, and together with all other subsidiaries of the Issuer, the Company Group) are engaged in the software and the software as a service business. In furtherance of such business, the parties hereto desire to enter into this Agreement, effective as of the Effective Date.
NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein and the compensation provided for herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Employee agree as follows:
1. Effect of Prior Agreements.
(a) Entire Agreement. This Agreement expresses the whole and entire agreement between the parties with reference to the employment of the Employee after the Effective Date and will supersede and replace, effective as of the Effective Date, any prior understandings or arrangements (whether written or oral) between the Employee and the Company Group or any of its equity holders (and their affiliates).
2. Definitions. Wherever used in this Agreement, including, but not limited to, the Recitals and Sections 1 and 2, the following terms shall have the meanings set forth below (unless otherwise indicated by the context), and such meanings shall be applicable to both the singular and plural form (except where otherwise expressly indicated):
(a) Accenture means Accenture LLP.
(b) Apax means Apax Partners LP.
(c) Board means the board of directors/managers of the general partner of the Issuer, and any successor boards thereof.
(d) Cause means, during employment, the Employees (i) embezzlement, misappropriation of corporate funds, or other acts of material dishonesty; (ii) commission or conviction of any felony, or of any misdemeanor involving moral turpitude, or entry of a plea of guilty or nolo contendere to any such felony or misdemeanor; (iii) any act constituting a willful or volitional act or failure to act which causes or can be expected to cause injury to the Company Group, as defined below (but not counting decisions, acts or omissions made in the ordinary course of business); (iv) material failure to comply or adhere to the Companys policies, which have been communicated to Employee in writing; (v) material breach during employment of the Restrictive Covenant Agreement, as defined below; or (vi) material dishonesty, gross negligence
or intentional misconduct (including willfully violating any law, rule or regulation). Employee shall not be terminated for Cause unless he is provided with written notice from the Company setting forth the acts or omissions giving rise to such termination and, excluding items (i), (ii) and (vi), he fails to cure such events or omissions within 15 days of receipt of such notice.
(e) Change of Control means the consummation of a transaction, whether in a single transaction or in a series of related transactions, pursuant to which:
(i) an independent third party, or a group of independent third parties, (A) acquire (whether by merger, consolidation, or transfer or issuance of equity interests or otherwise) beneficial ownership of at least a majority of the outstanding equity securities of the Issuer (or any surviving or resulting company) (unless the Sponsors or their affiliates retain a majority of the outstanding equity securities of the general partner of the Issuer entitled to appoint a majority of the members to the board of directors of such entity) or (B) acquire assets constituting all or substantially all of the assets of the Issuer and its subsidiaries (as determined on a consolidated basis); provided, that a merger, recapitalization or other sale or business combination transaction shall not be deemed a Change of Control if after such transaction the Sponsors (or their affiliates) beneficially own, in the aggregate, at least a majority of the outstanding equity securities of the Issuer and/or any subsidiary(ies) of the Issuer which beneficially owns substantially all of the assets of the Issuer or the parent or successor of the Issuer; or
(ii) Accenture acquires more than 50 percent of the equity interests in the Issuer and/or any subsidiary(ies) of the Issuer which beneficially owns substantially all of the assets of the Issuer or the parent or successor of the Issuer.
For the avoidance of doubt, the acquisition of Class A Units in the Issuer by Apax and its affiliates or Class B Units in the Issuer by Accenture and its affiliates shall not constitute a Change of Control.
(f) Code means the Internal Revenue Code of 1986, as amended, and rules and regulations issued thereunder.
(g) Commencement Date means the sixty-first (61st) day following the Employees Termination Date.
(h) Disability means the Employees inability, because of physical or mental illness or injury, to perform the essential functions of his customary duties to the Company, even with a reasonable accommodation, and the continuation of such disabled condition for a period of 120 continuous days, or for not less than 180 days during any continuous 24 month period.
(i) Good Reason means, without Employees prior written consent, (i) a reduction in Employees Annual Base Salary, as defined below, or his Target Bonus opportunity as a percentage of his Annual Base Salary (as the term Target Bonus is defined below), other than any reduction not greater than 10% that is made pursuant to an across-the-board reduction applicable to all similarly situated executives; (ii) a material diminution in the Employees duties or responsibilities as Chief Financial Officer as in effect immediately prior thereto; (iii) a change in the Employees reporting structure that results in the Employee no longer directly reporting to
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the Companys Chief Executive Officer; (iv) a relocation of the Employees primary place of business to a location that is more than 50 miles outside of Boston, Massachusetts; and (v) a failure of any successor to the Company to assume all rights and obligations under this Agreement; provided that any such event described in clauses (i)-(v) above shall constitute Good Reason only if the Issuer or the Company, as applicable, fails to cure such event within 30 days after the Companys receipt from Employee of written notice of the event which constitutes Good Reason; provided, further, that Good Reason shall cease to exist for an event on the 90th day following its occurrence, unless Employee has given the Company written notice thereof prior to such date and terminates his employment (provided the event is not cured) within 60 days following the date of such notice.
(j) Person means any individual, person, partnership, limited liability company, joint venture, corporation, company, firm, group or other entity.
(k) Section 409A means Section 409A of the Code and regulations and other guidance issued thereunder.
(l) Separation from Service means a separation from service from the Company or any of its subsidiaries or affiliates within the meaning of Section 409A.
(m) Sponsors means Accenture and Apax.
(n) Termination Date means the date the Employees employment is terminated, and which termination is a Separation from Service.
3. Titles. Duties and Reporting. During the Term (as defined in Section 4), the Employee shall be employed as Chief Financial Officer of the Company. Employee shall have the duties and authorities customarily associated with this position and as otherwise reasonably determined by the Companys Chief Executive Officer. During the Term, Employee shall report directly to the Companys Chief Executive Officer.
4. Term of Employment.
(a) Term. Commencing on the Effective Date, Employee shall be employed by the Company until Employee or the Company terminate Employees employment as provided in Section 7 (such period, the Term).
5. Compensation.
(a) Annual Base Salary. During the Term, the Employees annual base salary will be $370,000 (Annual Base Salary); which shall be subject to annual review on each anniversary of the Effective Date for increase but not decrease..
(b) Annual Bonus. Beginning for fiscal year 2017 (i.e., beginning on September 1, 2016) and for each fiscal year thereafter during the Term, the Employee will be entitled to receive a cash bonus (the Annual Bonus) based on achievement of performance goals established by the Board (the Performance Goals). The target Annual Bonus shall be 50% of Annual Base Salary (Target Bonus), payable at target if the target Performance Goals
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are achieved, with an opportunity to earn up to 100% of Annual Base Salary for performance exceeding the target Performance Goals. Except as provided in Section 7(d) below, payment of any Annual Bonus shall be subject to the Employees continued employment with the Company through the time of payment. Any Annual Bonus shall be paid in the fiscal year following the end of the performance period, within a reasonable period of time following the end of such fiscal year and in all events no later than the time such bonuses for the applicable fiscal year are paid to similarly situated active employees of the Company.
(c) Benefit Plans. Employee shall receive employee benefits no less favorable than other similarly situated employees of the Company Group in the United States. Employee will also be reimbursed for reasonable business expenses in accordance with the Companys expense reimbursement policy, which reimbursements shall be made within sixty (60) days following Employees submission of a written invoice to the Company describing such expenses in reasonable detail.
(d) Grant of Class D Units. Shortly following the Effective Date, the Employee will be eligible to receive 3,285,300 Class D Units (Class D Units) in the Issuer. Notwithstanding anything to the contrary provided herein, Class D Units shall at all times be governed by the terms of the applicable award agreement and any other documents referred to therein.
(e) Indemnification. The Employee shall receive indemnification for third party claims (and advancement of expenses) protection and coverage under directors and officers liability insurance policies on a basis no less favorable than the basis under which any director or officer of the Issuer and/or the Company is so covered.
6. Non-Compete, Non-Solicitation, and other Covenants. On the date hereof, the Employee shall enter into the Restrictive Covenant Agreement, attached hereto as Exhibit A.
7. Termination and Other Post Termination Benefits.
(a) Cause / Without Good Reason. The Company shall have the right to terminate the Employees employment under this Agreement at any time for Cause upon written notice to the Employee as provided in subparagraph (f) below. The Employee shall have the right to terminate the Employees employment under this Agreement without Good Reason upon 30 days advance written notice to the Company as provided in subparagraph (f) below. In the event the employment of the Employee is terminated by the Company for Cause or by the Employee without Good Reason, the Employee shall have no right to receive compensation or other benefits under this Agreement (other than the Accrued Payments set forth in Section 7(d)) for any period after such termination. In addition, the Employee shall remain entitled to any rights under Section 5(e), the last sentence of Section 7(d) and Section 19.
(b) Other Than Cause / Good Reason. If the employment of the Employee is terminated by the Company without Cause (other than due to death or Disability) or is terminated by the Employee for Good Reason, the Employee shall be entitled to the following compensation and benefits, in addition to the Accrued Payments set forth in Section 7(d):
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(i) continued payments of the Employees Annual Base Salary, in accordance with the Companys standard payroll practices, for a period of 12 months commencing on the Commencement Date; provided, however if such termination occurs on, or within one year after, a Change of Control (provided such event is also a change of control event as determined in accordance with Section 409A), such amount shall be paid in a lump sum on the Commencement Date
(ii) a pro-rata bonus in respect of the fiscal year in which Employees Termination Date occurs (to be paid in accordance with Section 5(b) above) in an amount equal to the product of (A) the bonus that the Employee would have been entitled to receive based on actual achievement of the applicable Performance Goals through the Termination Date and (B) a fraction (x) the numerator of which is the number of days in such fiscal year through the Termination Date and (y) the denominator of which is the number of days during the applicable fiscal year; and
(iii) a payment equal to $12,000, in lieu of continued contributions toward health coverage costs for the Employee, payable in a lump sum on the Commencement Date (COBRA Payment).
If the Employee breaches any of the covenants set forth in the Restrictive Covenant Agreement, the Employee shall not be entitled to receive any further compensation or benefits pursuant to this Section 7(b) from and after the date of such breach and the Employee shall be required to promptly repay any compensation the Employee received pursuant to this Section 7(b) prior to the date of such breach. Notwithstanding anything to the contrary contained herein, the Company shall have no obligation to pay the payments and provide the benefits set forth in this Section 7(b) unless, within sixty (60) days after the Termination Date, the Employee executes and delivers to the Company a release of claims in the form attached hereto as Exhibit B and the revocation period of such release expires.
(c) Death / Disability. If the Employees employment is terminated due to his death or Disability, Employee (or his estate, as applicable) shall be entitled to receive the COBRA Payment (payable as set forth in Section 7(b) of this Agreement) and the Accrued Payments set forth in Section 7(d).
(d) Accrued Payments. In the event of a termination of employment for any reason, Employee will receive (A) the Employees accrued and unpaid base salary, vacation (in accordance with Company policy) and unreimbursed business expenses (if any) through the Termination Date, payable as soon as practicable following the Termination Date, (B) except in the event of a termination for Cause, the earned but unpaid portion, if any, of any Annual Bonus with respect to a fiscal year ending prior to the Termination Date, payable at the same time annual bonuses for such fiscal year are otherwise paid to the Companys senior executives, and (C) all other amounts to which the Employee is entitled under any compensation plan of the Company at the time such payments are due (items (A) through (C) collectively, the Accrued Payments). In addition, for all terminations, the Employee shall remain entitled to any payments or benefits provided under any outstanding equity or long-term incentive agreements, in accordance with the terms of such agreements, including, without limitation, any award agreement for the Class D Units and any related documentation thereto.
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(e) No Mitigation Obligation. In receiving any payments pursuant to this Section 7, the Employee shall not be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Employee hereunder and such amounts shall not be reduced or terminated whether or not the Employee attains other employment.
(f) Notice of Termination. A termination of the Employees employment by the Company or the Employee for any reason other than death shall be communicated by Notice of Termination to the other party hereto. For this purpose, a Notice of Termination means a written notice which specifies the effective date of termination consistent with this Agreement.
8. Severability. All agreements and covenants contained in this Agreement are severable, and in the event any of them shall be held to be invalid by any competent court, this Agreement shall be interpreted as if such invalid agreements or covenants were not contained herein.
9. Assignment Prohibited. This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of his, her, or its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that nothing in this Section 9 shall preclude the Employee from designating a beneficiary to receive any benefit payable under this Agreement upon the Employees death pursuant to Section 7(c). Notwithstanding the foregoing, the Company and Issuer may assign their rights and obligations under this Agreement to any successor to all or substantially all of the business or the assets of the Company Group (by merger or otherwise).
10. No Attachment. Except as otherwise provided in this Agreement or required by applicable law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge or hypothecation or to execution, attachment, levy, or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect.
11. Headings. The headings of paragraphs and sections herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.
12. Governing Law. The parties intend that this Agreement and the performance hereunder and all suits and special proceedings hereunder shall be governed by and construed in accordance with and under and pursuant to the laws of the State of Illinois without regard to conflicts of law principles thereof and that in any action, special proceeding or other proceeding that may be brought arising out of, in connection with, or by reason of this Agreement, the laws of the State of Illinois shall be applicable and shall govern to the exclusion of the law of any other forum. Any action, special proceeding or other proceeding with respect to this Agreement shall be brought exclusively in the federal or state courts of the State of Illinois, and by execution and delivery of this Agreement, the Employee and the Company irrevocably consent to the exclusive jurisdiction of those courts and the Employee hereby submits to personal jurisdiction in the State of Illinois. The Employee and the Company irrevocably waive any objection, including any objection based on lack of jurisdiction, improper venue or forum non conveniens,
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which either may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect to this Agreement or any transaction related hereto. The Employee and the Company acknowledge and agree that any service of legal process by mail in the manner provided for notices under this Agreement constitutes proper legal service of process under applicable law in any action or proceeding under or in respect to this Agreement.
13. Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, the Employee and the Employees heirs, executors, administrators and legal representatives, and the Company and its permitted successors and assigns. If the Employee should die while any payment, benefit or entitlement is due to the Employee hereunder, such payment, benefit or entitlement shall be paid or provided to the Employees designated beneficiary(ies) (or if there is no designated beneficiary, to his estate).
14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
15. Notices. All notices, requests, demands and other communications to any party under this Agreement shall be in writing (including telefacsimile transmission, email transmission (in PDF format) or similar writing) and shall be given to such party at his, her, or its address or telefacsimile number set forth below or at such other address or telefacsimile number as such party may hereafter specify for the purpose of giving notice to the other party:
(a) | If to the Employee: |
to the Employees home address reflected in the Companys books and records, and if to Employees legal representative, to such Person at the address of which the Company is notified in accordance with this Section 15.
(b) | If to the Company: |
Duck Creek Technologies LLC
161 North Clark Street
Chicago, IL 60601
Attention: Michael Jackowski
with copy to, which shall not constitute notice to the Company
c/o Apax Partners, L.P.
601 Lexington Ave. 53rd Floor
New York, NY 10022
Each such notice, request, demand or other communication shall be effective (i) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid or (ii) if given by any other means, when delivered at the address specified in this Section 15. Delivery of any notice, request, demand or other communication by telefacsimile or email shall be effective when received if received during normal business hours on a business day. If received after normal business hours, the notice, request, demand or other communication will be effective at 10:00 a.m. on the next business day.
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16. Modification of Agreement. No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith. No evidence of any waiver or modification shall be offered or received in evidence at any proceeding, arbitration, or litigation between the parties hereto arising out of or affecting this Agreement, or the rights or obligations of the parties hereunder, unless such waiver or modification is in writing, duly executed as aforesaid. The parties further agree that the provisions of this Section 16 may not be waived except as herein set forth.
17. Taxes. To the extent required by applicable law, the Company shall deduct and withhold all necessary federal, state, local and employment taxes and any other similar sums required by law to be withheld from any payments made pursuant to the terms of this Agreement.
18. Compliance with Section 409A. It is the Companys intent that payments and benefits under this Agreement comply with Section 409A, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, the Employee shall not be considered to have terminated employment with the Company or any subsidiary or affiliate thereof for purposes of this Agreement unless the Employee would be considered to have incurred a Separation from Service from the Company or any of its subsidiaries or affiliates. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A, and any payments described in this Agreement that are due within the short term deferral period as defined in Section 409A or any other exemption under Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. To the extent that any reimbursements or in-kind benefits due to the Employee under this Agreement constitute deferred compensation under Section 409A, any such reimbursements and in-kind benefits shall be paid to Employee in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Employees Separation from Service shall instead be paid on the first business day after the date that is six months following the Employees Separation from Service (or death, if earlier). This Agreement may be amended in any respect deemed by the Company in good faith to be necessary in order to preserve compliance with Section 409A without imposing any additional interest, taxes or penalties on the Employee.
19. Section 280G. Notwithstanding anything in this Agreement or otherwise to the contrary, in the event that any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by the Issuer, the Company or any member of the Company Group, or any entity that effectuates a change of control (or any of its affiliates) to or
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for the benefit of the Employee (whether pursuant to the terms of this Agreement or any other plan, equity-based award, arrangement, agreement or otherwise) (all such payments, awards, benefits and/or distributions being hereinafter referred to as the Total Payments) would be subject to the excise tax under Section 4999 of the Code (or any successor provision) (the Excise Tax), then:
(a) If no stock of the Company Group is then readily tradable on an established securities market or otherwise within the meaning of Section 280G(b)(5)(A)(ii)(1) of the Code, prior to the closing of the applicable transaction, the Company (or the applicable corporation undergoing a change in control) shall make good faith efforts to obtain shareholder approval of the Total Payments, such that upon shareholder approval, such portion of the Total Payments shall be not subject to the Excise Tax. The Employee shall fully cooperate to ensure that such shareholder approval of all such Total Payments is valid (including by executing all required waivers). Failure to obtain such shareholder approval following good faith efforts of the Company (or the applicable corporation undergoing a change in control) shall not constitute a breach of this Agreement or result in any additional payments to be made to the Employee with respect to the Excise Tax. In addition, the Employee can voluntarily decide not to execute the waiver, in which case the failure of the Company (or the applicable corporation undergoing a change in control) to obtain such shareholder approval shall not constitute a breach of this Agreement or result in any additional payments to be made to the Employee with respect to the Excise Tax.
(b) in the event that (i) the shareholder approval described in Section 19(a) is not obtained or (ii) the stock of the Company Group is readily tradable on an established securities market or otherwise within the meaning of Section 280G(b)(5)(A)(ii)(I) of the Code, then, to the extent necessary to make such portion of the Total Payments not subject to the Excise Tax, the portion of the Total Payments that do not constitute deferred compensation within the meaning of Section 409A of the Code shall first be reduced (if necessary, to zero), and all other Total Payments shall thereafter be reduced (if necessary, to zero), with any such reduction being made as follows: cash payments being reduced before equity-based compensation or other non-cash compensation or benefits, in each case, in reverse order beginning with payments or benefits that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code, provided that, in the case of all of the foregoing Total Payments, all amounts that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) as would result in no portion of the payments being considered excess parachute payments under Section 280G of the Code.
(c) Section 19(b) shall not apply and no reduction of Total Payments will occur if (i) clause 19(b)(ii) is applicable and (ii) (1) the net amount of such Total Payments, as reduced pursuant to Section 19(b) (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is less than (2) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of excise tax to which the Employee would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).
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(d) Any determinations that are made pursuant to this Section 19 shall be made by a nationally recognized certified public accounting firm that shall be selected by the Company (and paid by the Company) prior to any transaction that is subject to Section 280G of the Code (the Accountant), which determination shall be certified by the Accountant and set forth in a certificate delivered to the Employee setting forth in reasonable detail the basis of the Accountants determinations.
20. Recitals. The recitals to this Agreement shall form a part of this Agreement.
(The remainder of this page was intentionally left blank)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first indicated above.
Duck Creek Technologies LLC | ||
By: | Disco Topco Holdings (Cayman), L.P., | |
its sole member | ||
By: | Disco (Cayman) GP Co., | |
its general partner | ||
By: | /s/ Michael A. Jackowski | |
Name: Michael A. Jackowski | ||
Title: Authorized Signatory | ||
Solely for the purposes of Sections 5(d) and 5(e) of this Agreement: | ||
Disco Topco Holdings (Cayman), L.P. | ||
By: | Disco (Cayman) GP Co., | |
its general partner | ||
By: |
| |
Name: | ||
Title: Authorized Signatory |
[Signature Page to Employment Agreement]
EMPLOYEE. |
/s/ Vincent Chippari |
Name: Vincent Chippari |
[Signature Page to Employment Agreement]
Exhibit A
RESTRICTIVE COVENANTS AGREEMENT
In consideration of (a) my employment or continued employment by Duck Creek Technologies, LLC and/or any of its subsidiaries (the Company and, together with Disco Topco Holdings (Cayman), L.P. (the Parent) and all of its affiliates (other than any investors or equity holders in the Parent) collectively, the Company Entities), (b) my receipt of Class D Units pursuant to the Parents Amended and Restated Agreement of Limited Partnership, dated on or about August 1, 2016, (c) the provision by the Company Entities of trade secrets and confidential information to me, (d) the Company Entities introduction to me of their clients and customers, and other good and valuable consideration, the receipt and sufficiency of which I acknowledge, I agree to the terms and conditions of this Restrictive Covenants Agreement (this Agreement) as follows:
IN WITNESS WHEREOF, I have duly executed this Agreement as of the date below.
Signed: |
/s/ Vincent Chippari | |
Type or print name: Vincent Chippari | ||
Date: |
September 6, 2016 |
[Signature Page to Restrictive Covenants Agreement]
Acknowledged and Confirmed
Disco Topco Holdings (Cayman), L.P.
By: Disco (Cayman) GP Co., its general partner
By: |
| |
Name: |
| |
Title: | Authorized Signatory |
Duck Creek Technologies LLC
By: Disco Topco Holdings (Cayman), L.P., its sole member
By: Disco (Cayman) GP Co., its general partner
By: | /s/ Michael A. Jackowski | |
Name: | Michael A. Jackowski | |
Title: | Authorized Signatory |
[Signature Page to Restrictive Covenants Agreement]
APPENDIX A
To: | Duck Creek Technologies, LLC. | |
From: | Vincent Chippari |
Date: | September 6, 2016 | |
SUBJECT: | Prior Inventions |
The following is a complete list of all inventions or improvements relevant to the subject matter of my employment by the Company that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my engagement by the Company:
☑ |
No inventions or improvements | |||
☐ |
See below: | |||
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☐ |
Additional sheets attached |
The following is a list of all patents and patent applications in which I have been named as an inventor
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☑ |
None | ||
☐ |
See below: | |||
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