Exhibit 10.65


 


 


June 25, 2004


 


 


Mr. Richard Dym

225 Wooded View Drive

Los Gatos, CA 95032


 


Dear Richard:


 


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


 


Salary:  Starting salary will be $8,958.33
semi-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 annualized
on-target bonus of $40k tied to attainment of revenue/profit objectives.  A detailed incentive compensation plan will
be finalized within 30 days of your date of hire.


 


Stock
Options:  We will
recommend to the Board of Directors of AXS-One that you be awarded a stock
option grant of 200,000 shares at fair market value, to be submitted to the
Compensation Committee at their next monthly meeting.  The options, if approved, are subject to the
terms and conditions as outlined in the AXS-One Stock Option Plan with vesting
to occur over a four year period.


 


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


 


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


I.                                         Upon
the consummation, in one transaction or a series of related transactions, (A)
of the sale or other transfer of voting power (including voting power
exercisable on a contingent of deferred basis as well as immediately
exercisable voting power) representing control of over 30% of the total voting
power of the Company to a person or a group of related persons, who, on the date
of 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 the
Commencement Date, the “beneficial owner” of more than 70% of the total voting
power of the Company, whether as a result of a tender offer or otherwise; or


 





















 


II.                                     Upon
the consummation of a merger or consolidation in which the Company is a
constituent corporation and in which the Company’s shareholders immediately
prior thereto will beneficially own, immediately thereafter, securities of the
Company or any surviving or new corporation resulting therefrom having less
than a majority of the voting power of the Company or any such surviving or new
corporation: or


 


III.                                 Upon
the consummation of a sale, lease, exchange or other transfer or disposition by
the Company of all or substantially all of its assets to any person or group or
related persons.


 


Severance
Package:  If, at
any time, the Company decides to terminate your position for any reason other
than for cause, then the Company will provide you a written statement of the
reason for termination and severance equal to 4 months of your base salary
payable in 8 semi-monthly installments during the first twelve months of
employment.


 


Travel
& Expense:  AXS-One
will 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 as
well.  Life insurance, long term
disability and short term disability are also effective date of hire.  Please see attached Outline of Benefit Summary
for details, which includes all benefits offered at this time, including
holidays, vacation and other time off. 
In addition, the Company offers a 401(k) savings plan, which includes a
50% employer match (subject to certain restrictions), also explained in the
Summary.


 


Employment:  AXS-One is an equal opportunity
employer.  In addition, it should be
understood that employment is “at will”, as defined under the laws of New
Jersey, and thus such employment can be terminated with or without cause, at
the option of either party.


 


Confidentiality:  You agree that any confidential information
that becomes available to you in the course of employment is the sole property
of AXS-One and shall not be used by you for any purpose other than fulfilling
your position’s objectives.  This applies
while 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

  



 


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The above information and
any other confidential material will remain confidential for a period of two
years after employment at AXS-One, except for customer lists and possible other
technical data, which remains confidential indefinitely, unless AXS-One makes
it available to the public.


 


Please countersign this
offer of employment, Non-Disclosure Agreement and Background Check
Authorization Form and return the originals to Human Resources to officially
indicate your acceptance.


 


This offer is contingent
upon your review and acceptance of our Offer Letter, a favorable response from
your references, and our review of verification of your identity and employment
authorization documents as set forth in the Immigration Reform and Control Act.
Please see the attached list of acceptable documents. You must bring these
documents with you on your first day of employment. It is understood that legal
fees 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


 


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