exv10w14






Exhibit 10.14





GENERAL EMPLOYMENT OFFER




	 	 	 

	Name:

	 	Heidi Melin
	Offered Position:

	 	Chief Marketing Officer, Senior Vice President, Marketing
	Date of Offer:

	 	April 30, 2012






General Employment Offer — United States of America



Should you accept our offer of employment as CMO, Senior Vice President of Marketing with Eloqua
Inc. (“ELOQUA” or the “Company”), your employment will commence under the following terms and
conditions:





	 	1.	 	BASE SALARY: Your initial base salary shall be at the rate of $12,500.00 per pay period
(which annualizes to $300,000.00) less all required statutory and payroll deductions
payable in accordance with the Corporation’s normal payroll policies in effect from time to
time. The base salary may be adjusted upward from time to time by an amount to be
determined by ELOQUA’s Chief Executive Officer.
	 
	 	2.	 	PERFORMANCE BONUS/COMMISSION: In addition you will be eligible to participate in an
Annual Performance Bonus Plan. Under the current plan, at 100% achievement you would earn
up to $100,000.00. Bonuses, if any, are paid on an annual basis at the sole discretion of
the Company based on its assessment of your performance under the terms of your Annual
Performance Bonus Plan, which typically will be set within the first 30 days of your start
date. During the first year of employment, your bonus entitlement will be prorated to
reflect the period of employment at ELOQUA for the fiscal year. The Annual Performance
Bonus Plan is reviewed by the Company from time to time and may be adjusted to reflect the
changing conditions of the business.
	 
	 	3.	 	VACATION: You will receive three weeks of paid vacation per full year of employment
which shall accrue on a monthly basis (1.25 days per month) plus all statutory holidays as
defined in ELOQUA’s HR policy. You may not accumulate more than 1.5 times your annual
vacation allowance. If you reach that cap, you will not accrue any additional vacation days
until such time as you have used some of your accrued vacation time. You will be entitled
to a prorated vacation in the calendar year of hire based upon the number of days remaining
in the respective calendar year calculated from your first day of employment (the “Start
Date”). The timing of your vacation shall be approved in advance after consultation with
your manager. In addition, you will also receive three (3) weeks of unpaid leave in 2012
to use as you deem appropriate.
	 
	 	4.	 	BENEFITS: ELOQUA has contracted with Carefirst BCBS to provide medical and dental
benefits behalf of ELOQUA. Information about these benefits will be provided in separate
documents and additional information will be available on-line over the web on the terms
and conditions of your benefits. A facility for 401(k) contributions will also be provided
to you.
	 
	 	5.	 	EXPENSES: You will be reimbursed for all reasonable out-of-pocket expenses incurred
in the fulfillment of your duties as set out in this offer letter, including travel and
entertainment, upon presentation of such documentation as ELOQUA may reasonably request and
in accordance with ELOQUA’s standard expense reimbursement policies and employee travel
budgets in effect from time to time.
	 
	 	6.	 	STOCK OPTIONS: ELOQUA will, subject to approval by its Board of Directors,
grant to you an option (the “Hiring Grant Options”) to purchase 350,000 Common Shares of
ELOQUA INC. (subject to adjustment for stock splits of Common Shares). The Hiring Grant
Options shall have an exercise price equal to the fair market value of the Common Shares on
the date of the grant (as determined by the Board of Directors), and the award agreement
with respect to the Hiring




 









 






	 	 	 	Grant Options shall provide that such options, subject to your continued employment, shall
vest according to the Vesting Schedule below.






	 	a.	 	Vesting schedule:






	 	1.	 	one quarter of the Hiring Grant Options
shall vest on the first anniversary of the Start Date;
	 
	 	2.	 	the remainder shall vest in thirty-six (36)
successive equal monthly instalments upon completion of each of the
next thirty-six (36) months






	 	 	 	All options shall be granted subject to the Eloqua 2006 Stock Option Plan, as amended from
time to time (the “Plan”) and applicable stock option agreement(s), copies of which will be
provided to you.






	 	7.	 	DUTIES: You will perform and carry out faithfully all the work, services, instructions
and responsibilities from time to time assigned to you by your manager. You will devote
your full time, skill, labor and attention to your duties and to the interests of ELOQUA,
and its related and/or affiliated companies (collectively with ELOQUA, the “Eloqua
Companies”), and use your best efforts to promote, develop and extend the interests of the
Eloqua Companies. You will act faithfully, diligently, and in the best interests of the
Eloqua Companies at all times in discharging your duties and responsibilities hereunder.
After obtaining written permission from the company’s CEO, you may serve on the Board of
one outside organization during your tenure at Eloqua. It is understood and agreed that
you will undertake reasonable business travel as required by the Company in connection with
the performance of your duties hereunder, provided that you shall not be required to travel
more than three consecutive months during any 12 month period without your consent.
	 
	 	8.	 	POLICIES: You will also be subject to the policies, rules and practices of ELOQUA as
may be amended from time to time. It shall be your duty as an employee to be familiar
with, and to abide by and conduct yourself in accordance with, the applicable methods and
techniques utilized by ELOQUA in the conduct, administration and management of its
operations and activities, as determined by ELOQUA, and to the extent applicable, various
procedures and regulations issued from time to time; to be responsible and accountable for
and to conduct, administer, and manage your geographic area, facilities or operations in
accordance with established policies and procedures, and to use your best efforts and
endeavors to conduct, administer and engage in efforts on behalf of ELOQUA.
	 
	 	9.	 	AT WILL EMPLOYMENT: Your employment with ELOQUA will commence on the Start Date and is
at-will, meaning that you or ELOQUA can terminate your employment at any time for any
reason. ELOQUA is not obligated by this Agreement or by any separate arrangements to
continue your employment for any particular time period or under any particular terms or
conditions. The at-will nature of your employment may not be modified in the future other
than through a formal written employment agreement that is signed by both you and an
authorized officer of ELOQUA. Subject to Section 10 below, all compensation and benefits
provided to you will stop on the date of termination of your employment hereunder, except
in the event that you are eligible for continuance of such benefits as specified by
applicable laws, including continuation of group health insurance benefits pursuant to the
terms of the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”).
	 
	 	10.	 	TERMINATION. Except as otherwise set forth in this Section 10, in the event of any
termination of employment (including a Termination for Cause (as defined below)), the
Company will pay you no severance.




 









 






	 	 	 	In the event of any Involuntary Termination (as defined below), subject to your signing a
general release of claims in favor of the Company and related persons and entities in a form
and manner satisfactory to the Company (the “Release”) and the expiration of the applicable
revocation period for the Release, the Company will pay you severance in an amount equal to
the sum of (x) twelve (12) months of your then current base salary and (y) for any bonus
period partially completed at the time of the termination, an amount equal to the daily
prorated amount of your then current target bonus for the year of the termination (the
“Severance Amount”), payable within 60 days after your employment terminates on the first
payroll date of the Company after the Release becomes effective; provided, however, that if
the 60-day period begins in one calendar year and ends in a second calendar year, the
Severance Amount shall be paid in the second calendar year.
	 
	 	 	 	If such Involuntary Termination occurs either (1) within the 18 month period following
a Change in Control (as defined below) or (2) prior to the effective date of a Change in
Control, but after the Company has entered into a definitive agreement to consummate a
transaction that would constitute a Change in Control, then, in addition to the payments
described above, (x) the Company will pay you a lump-sum payment equal to your then current
target bonus for the year of termination, payable on the date the Severance Amount is paid,
provided the Release is effective and (y) any unvested Company equity awards then held by
you, whether in the form of options, restricted stock, restricted stock units or other form,
including, but not limited to the Hiring Grant Options, shall be immediately vested and
exercisable as of the date of such termination.






	 	i.	 	“Cause” means (i) your commission (including any plea of guilty or
nolo contendere) of any crime (whether or not involving the Company) which
constitutes a felony, or a misdemeanor involving moral turpitude, deceit,
dishonesty or fraud, in the jurisdiction involved (other than unintentional motor
vehicle crimes); (ii) any action or omission that constitutes gross negligence,
dishonesty, wilful misconduct, fraud, embezzlement, misappropriation of funds or
breach of fiduciary duty to the Company or any of its subsidiaries; (iii) your
continuing, repeated and wilful failure or refusal to perform your duties and
services under this Agreement; (iv) your material violation or breach of this
offer letter, or violation or breach of the Employee Confidential Information and
Non-Disclosure, Developments, Non-Solicitation and Non Competition Agreement, or
the Company’s policies and procedures; (v) your willful failure to cooperate with
a bona fide internal investigation or an investigation by regulatory or law
enforcement authorities, after being instructed by the Company to cooperate, or
willful destruction or failure to preserve documents or other materials known to
be relevant to such investigation, or willful inducement of others to fail to
cooperate or to produce documents or other materials in connection with such
investigation; or (vi) your material violation of United States federal or state
securities laws or applicable Canadian and/or provincial securities laws, except
where your have relied upon, and acted in accordance with, the advice of the
Company’s legal counsel with respect to the matter involved in such violation and
believed he was acting in accordance with such laws.
	 
	 	ii.	 	“Involuntary Termination” means any of the following that occurs
after the date on which your employment actually commences: (a) involuntary
discharge by the Company for reasons other than Cause (other than as a result of
death or disability), or (b) voluntary resignation following (i) a change in
your position with the Company that materially reduces your level of
responsibility relative to your level of responsibility in effect immediately
prior to such reduction, unless you have consented thereto, (ii) a material
reduction in your base salary and target bonus as in effect immediately prior to
such reduction, unless you have consented thereto, (iii) if the Company requires
you to have your principal location of work changed to any location which is in
excess of 35 miles from your then existing principal location of work, or (iv)
the material breach of this offer letter by the Company; provided however that
for an




 









 






	 	 	 	Involuntary Termination to be triggered under (b) you shall have provided the
Company with written notice of such occurrence within 90 days of the first
occurrence thereof (which shall be specified in reasonable detail), and the Company
shall have not cured within 30 days of receiving such written notice and you
terminate your employment within 30 days after the end of such cure period.
	 	 	 	 
	 	iii.	 	“Change in Control” means the occurrence of any of the following
events:






(A) the Company is merged or consolidated into or with another corporation
or other legal person, other than a consolidation or merger (i) to
reincorporate the Company in a different jurisdiction, or (ii) in which
the stockholders of the Company immediately prior to such consolidation or
merger shall own more than 50% of the outstanding shares of capital stock
or have sufficient voting power (by virtue of number of votes and/or
special voting rights) to elect a majority of the members of the board of
directors of the resulting or surviving corporation immediately after such
consolidation or merger;




(B) the Company sells, exclusively licenses or otherwise transfers all or
substantially all of its assets to any other corporation or other legal
person, other than a sale or transfer to a corporation or legal person in
which the stockholders of the Company immediately prior to such
transaction shall own more than 50% of the outstanding shares of capital
stock (or similar equity interests) or have sufficient voting power (by
virtue of number of votes and/or special voting rights) to elect a
majority of the members of the board of directors (or similar governing
body); or




(C) the sale or transfer by the Company’s stockholders of outstanding
            shares of capital stock of the Company that have sufficient voting power
(by virtue of number of votes and/or special voting rights) to elect a
majority of the members of the Board of Directors, in a single transaction
or series of related transactions, to a person, entity or “group” (as such
term is used in Section 13(d) of the U.S. Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and the rules and regulations promulgated
thereunder).




	 	11.	 	REPRESENTATION REGARDING OTHER OBLIGATIONS: This offer is conditioned on your
representation that you are not subject to any confidentiality, non-competition or
non-solicitation agreement or any other similar type of restriction that would affect your
ability to devote full time and attention to your work at ELOQUA. Regardless of whether you
believe that your employment activities for ELOQUA would be affected by any other agreement
with confidentiality, non-competition or non-solicitation obligations, you are expected to
provide us with a copy of any such agreement into which you previously have entered. that
is in your possession. Also, regardless of whether you have entered into any such
agreement, you agree not to disclose to ELOQUA or use in connection with your ELOQUA
employment any confidential information or materials belonging to any previous employer or
others.
	 
	 	12.	 	CORPORATE PROPERTY: All materials relating to the business and affairs of the Eloqua
Companies including, without limitation, all manuals, documents, reports, equipment,
working materials and lists of customers prepared by the Eloqua Companies or by you in the
course of employment are for the benefit of ELOQUA and are and will remain the property of
ELOQUA. Upon termination of employment, you will surrender to ELOQUA all such materials,
data, information and property immediately upon notification of termination.
	 
	 	13.	 	SECTION 409A; MISCELLANEOUS:




 









 












	 	a.	 	Anything herein to the contrary notwithstanding, if at the time of your
separation from service within the meaning of Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”), the Company determines that you are a
“specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code,
then to the extent any payment or benefit that you become entitled to hereunder on
account of your separation from service would be considered deferred compensation
subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the
Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such
payment will not be payable and such benefit will not be provided until the date
that is the earlier of (A) six months and one day after your separation from
service, or (B) your death. If any such delayed cash payment is otherwise payable
on an instalment basis, the first payment will include a catch-up payment covering
amounts that would otherwise have been paid during the six-month period but for the
application of this provision, and the balance of the instalments will be payable in
accordance with their original schedule.
	 
	 	b.	 	All in-kind benefits provided and expenses eligible for reimbursement
hereunder will be provided by the Company or incurred by you during the time periods
set forth herein. All reimbursements will be paid as soon as administratively
practicable, but in no event will any reimbursement be paid after the last day of
the taxable year following the taxable year in which the expense was incurred. The
amount of in-kind benefits provided or reimbursable expenses incurred in one taxable
year will not affect the in-kind benefits to be provided or the expenses eligible
for reimbursement in any other taxable year. Such right to reimbursement or in-kind
benefits is not subject to liquidation or exchange for another benefit.
	 
	 	c.	 	To the extent that any payment or benefit described herein constitutes
“non-qualified deferred compensation” under Section 409A of the Code, and to the
extent that such payment or benefit is payable upon you termination of employment,
then such payments or benefits will be payable only upon your “separation from
service.” The determination of whether and when a separation from service has
occurred will be made in accordance with the presumptions set forth in Treasury
Regulation Section 1.409A 1(h).
	 
	 	d.	 	The parties intend that this offer letter will be administered in
accordance with Section 409A of the Code. To the extent that any provision of this
offer letter is ambiguous as to its compliance with Section 409A of the Code, the
provision will be read in such a manner so that all payments hereunder comply with
Section 409A of the Code. The parties agree that this offer letter may be amended,
as reasonably requested by either party, and as may be necessary to fully comply
with Section 409A of the Code and all related rules and regulations in order to
preserve the payments and benefits provided hereunder without additional cost to
either party. Each payment pursuant to this offer letter is intended to constitute
a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).The
Company makes no representation or warranty and will have no liability to you or any
other person if any provisions hereof are determined to constitute deferred
compensation subject to Section 409A of the Code but do not satisfy an exemption
from, or the conditions of, such Section.
	 
	 	e.	 	ELOQUA shall have the right to assign this offer letter to it successors
and assigns, and such successors and assigns shall be bound by the provisions
hereof.




 









 










I accept the terms of this General Employment Offer as stated:




	 	 	 	 	 	 	 

	/s/ Heidi Melin
 

Signature, Heidi Melin

	 	 	 	4/30/12
 

Date
	 	 
	 
	 	 	 	 	 	 
	Approved by
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Joseph P. Payne
 

Joseph P. Payne

	 	 	 	4/30/12
 

Date
	 	 







 












 







July 12, 2012



Heidi Melin

c/o Eloqua, Inc.

1921 Gallows Road, Suite 250

Vienna, VA 22182





			
	Re:	 	Amendment to General Employment Offer





Dear Heidi:




     This letter agreement (the “Letter Agreement”) amends the terms of the General Employment
Offer (the “Offer Letter”) dated as of April 30, 2012, by and between Eloqua, Inc. (the “Company”)
and you as set forth below. Capitalized terms not defined herein shall have the meaning specified
in the Offer Letter.



     1. The Offer Letter is hereby amended by inserting the following as a new Section 14 of the
Offer Letter:




“14. ADDITIONAL LIMITATION




(i) Anything herein to the contrary notwithstanding, in the event
that the amount of any compensation, acceleration, payment or
distribution by the Company to or for your benefit, whether paid or
payable or distributed or distributable pursuant to the terms hereof
or otherwise, calculated in a manner consistent with Section 280G of
the Code and the applicable regulations thereunder (the ‘Severance
Payments’), would be subject to the excise tax imposed by Section 4999
of the Code, the following provisions will apply:




     (A) If the Severance Payments, reduced by the sum of (1) the
Excise Tax and (2) the total of the Federal, state, and local income
and employment taxes payable by the Executive on the amount of the
Severance Payments which are in excess of the Threshold Amount, are
greater than or equal to the Threshold Amount, you will be entitled to
the full benefits payable under this Agreement.




     (B) If the Threshold Amount is less than (x) the Severance
Payments, but greater than (y) the Severance Payments reduced by the
sum of (1) the Excise Tax and (2) the total of the Federal, state, and
local income and employment taxes on the amount of



 









 







the Severance Payments which are in excess of the Threshold
Amount, then the Severance Payments will be reduced (but not below
zero) to the extent necessary so that the sum of all Severance
Payments will not exceed the Threshold Amount. In such event, the
Severance Payments will be reduced in the following order: (1) cash
payments not subject to Section 409A of the Code; (2) cash payments
subject to Section 409A of the Code; (3) equity-based payments and
acceleration; and (4) non-cash forms of benefits. To the extent any
payment is to be made over time (e.g., in installments, etc.), then
the payments will be reduced in reverse chronological order.




(ii) For the purposes of this Section 14, ‘Threshold Amount’ means
three times your ‘base amount’ within the meaning of Section
280G(b)(3) of the Code and the regulations promulgated thereunder less
one dollar ($1.00); and ‘Excise Tax’ means the excise tax imposed by
Section 4999 of the Code, and any interest or penalties incurred by
you with respect to such excise tax.




(iii) The determination as to which of the alternative provisions of
Section 14(i) will apply to you will be made by an accounting firm
selected by the Company (the ‘Accounting Firm’), which will provide
detailed supporting calculations both to the Company and you within 10
business days of the date of your termination of employment, if
applicable, or at such earlier time as is reasonably requested by the
Company or by you. For purposes of determining which of the
alternative provisions of Section 14(i) will apply, you will be deemed
to pay federal income taxes at the highest marginal rate of federal
income taxation applicable to individuals for the calendar year in
which the determination is to be made, and state and local income
taxes at the highest marginal rates of individual taxation in the
state and locality of your residence on the date your employment
terminates, net of the maximum reduction in federal income taxes which
could be obtained from deduction of such state and local taxes. Any
determination by the Accounting Firm will be binding upon you and the
Company.”



     2. All other provisions of the Offer Letter shall remain in full force and effect according to
their respective terms, and nothing contained



2









 




herein shall be deemed a waiver of any right or abrogation of any obligation otherwise
existing under the Offer Letter except to the extent specifically provided for herein.




     3. This Letter Agreement may be executed in several counterparts, each of which shall be
deemed to be an original but all of which together will constitute one and the same instrument.



3









 





     Please indicate your acceptance of the terms of this Letter Agreement by signing where
indicated below and returning this Letter Agreement to the Company.







	 	 	 	 	 

	 

	 	ELOQUA, INC.
	 	 
	 
	 
	 	/s/ Joseph Payne	 	 
	 

	 	 	 	 
	 

	 	Joseph Payne	 	 
	 

	 	CEO	 	 
	 
	 	 	 	 
	 

	 	EXECUTIVE	 	 
	 
	 
	 	/s/ Heidi Melin	 	 
	 

	 	 	 	 
	 

	 	Heidi Melin	 	 
	 
	 
	 	July 12, 2012	 	 
	 

	 	 	 	 
	 

	 	Date