**Exhibit 10.65**

 

 

June 25, 2004

 

 

Mr. Richard Dym225 Wooded View DriveLos Gatos, CA 95032

 

Dear Richard:

 

Thisletter is to confirm our offer of employment to you under the following termsand conditions to join AXS-One as Chief Marketing Officer, reporting directlyto me, based out of Los Gatos, CA, starting employment on or before Wednesday,July 21, 2004.

 

***Salary:***  Starting salary will be $8,958.33semi-monthly, paid on the 15th and last business day of each month,which equates to 24 pay periods.

 

***Bonus:***  You will be eligible for an annualizedon-target bonus of $40k tied to attainment of revenue/profit objectives.  A detailed incentive compensation plan willbe finalized within 30 days of your date of hire.

 

***StockOptions:*** We willrecommend to the Board of Directors of AXS-One that you be awarded a stockoption grant of 200,000 shares at fair market value, to be submitted to theCompensation Committee at their next monthly meeting.  The options, if approved, are subject to theterms and conditions as outlined in the AXS-One Stock Option Plan with vestingto occur over a four year period.

 

***Changeof Control:*** Upon the occurrence of a Change of Control ofthe Company (as defined in the Stock Option Plan), all Options which areunvested at the time of the Change of Control will be immediately vested.

 

As used herein, a “Changeof Control” of the Company shall be deemed to have occurred:

I.                                         Uponthe consummation, in one transaction or a series of related transactions, (A)of the sale or other transfer of voting power (including voting powerexercisable on a contingent of deferred basis as well as immediatelyexercisable voting power) representing control of over 30% of the total votingpower of the Company to a person or a group of related persons, who, on the dateof this Agreement, does not have effective voting control of the Company,whether such sale or transfer results from a tender offer or otherwise; or (B)by which any person or group of related persons who becomes, after theCommencement Date, the “beneficial owner” of more than 70% of the total votingpower of the Company, whether as a result of a tender offer or otherwise; or

 

----

 

II.                                     Uponthe consummation of a merger or consolidation in which the Company is aconstituent corporation and in which the Company’s shareholders immediatelyprior thereto will beneficially own, immediately thereafter, securities of theCompany or any surviving or new corporation resulting therefrom having lessthan a majority of the voting power of the Company or any such surviving or newcorporation: or

 

III.                                 Uponthe consummation of a sale, lease, exchange or other transfer or disposition bythe Company of all or substantially all of its assets to any person or group orrelated persons.

 

***SeverancePackage:***  If, atany time, the Company decides to terminate your position for any reason otherthan for cause, then the Company will provide you a written statement of thereason for termination and severance equal to 4 months of your base salarypayable in 8 semi-monthly installments during the first twelve months ofemployment.

 

***Travel& Expense:***  AXS-Onewill reimburse you expenses for living in New Jersey and travel.  The expenses should not exceed $3k per month.

 

***Benefits:***  AXS-One provides its employees with medical,dental, vision and prescription insurance coverage effective date of hire.  Optional dependent coverage is available aswell.  Life insurance, long termdisability and short term disability are also effective date of hire.  Please see attached Outline of Benefit Summaryfor details, which includes all benefits offered at this time, includingholidays, vacation and other time off. In addition, the Company offers a 401(k) savings plan, which includes a50% employer match (subject to certain restrictions), also explained in theSummary.

 

***Employment:***  AXS-One is an equal opportunityemployer.  In addition, it should beunderstood that employment is “at will”, as defined under the laws of NewJersey, and thus such employment can be terminated with or without cause, atthe option of either party.

 

***Confidentiality:***  You agree that any confidential informationthat becomes available to you in the course of employment is the sole propertyof AXS-One and shall not be used by you for any purpose other than fulfillingyour position’s objectives.  This applieswhile an active or inactive employee.  A partial list of items covered by Confidentiality include:

 

 
| •     Employee Lists    |   | •     Technical Product Knowledge |
|--------------------------------------------------|--------|------------------------------------------------------------|
| •     Customer Lists    |   | •     Confidential Financial Data |
| •     Prospect Lists    |   | •     Product Price Lists         |
| •     Product Materials |   | •     Sales/Marketing Strategy    |

 

2

----

 

The above information andany other confidential material will remain confidential for a period of twoyears after employment at AXS-One, except for customer lists and possible othertechnical data, which remains confidential indefinitely, unless AXS-One makesit available to the public.

 

Please countersign thisoffer of employment, Non-Disclosure Agreement and Background CheckAuthorization Form and return the originals to Human Resources to officiallyindicate your acceptance.

 

This offer is contingentupon your review and acceptance of our Offer Letter, a favorable response fromyour references, and our review of verification of your identity and employmentauthorization documents as set forth in the Immigration Reform and Control Act.Please see the attached list of acceptable documents. You must bring thesedocuments with you on your first day of employment. It is understood that legalfees associated with obtaining these documents are solely your responsibility.

 

Sincerely,

 

/s/ Bill Lyons

 

Bill Lyons

Chairman &Chief Executive Officer

 

 
|   | I ACCEPT:            |   |    |   |
|--------|----------------------|--------|---------|--------|
|   |                 |   |    |   |
|   | /s/ Richard Dym |   | 7/31/04 |   |
|   | Richard Dym          | Date   |

 

 

Enclosures

 

3

----