exv10w24



 





Exhibit 10.24




October 31, 2006




Daniel M. Jones

25 Frost Valley Road

Mount Sinai, NY 11766




Dear Dan,




On behalf of Double-Take Software, Inc. (the “Company”), I am pleased to enter into an amended and
restated employment agreement with you that continues your position as Vice President of North
American Sales and Marketing, effective on October 31, 2006. This agreement amends and restates
your agreement with the Company dated April 20, 2005. Following are the terms of this amended and
restated employment agreement:



Position:




Vice President of North American Sales and Marketing. Reports to the Chief Executive
Officer of the Company (the “CEO”).



Base Salary:





$150,500 per year, payable every two (2) weeks in the sum of $6,057.69 less any applicable
withholding and taxes. The Base Salary may be increased, but not lowered, by the Company,
and, upon such increase, the increased amount shall thereafter be deemed the Base Salary.



Commission:





You will be eligible to participate in a commission plan established by the Company, the
terms of which shall be determined at the discretion of the Company.



Stock Options:





At the Direction of the Compensation Committee of the Board of Directors, you may from time
to time be awarded options to purchase shares of the Company’s common stock.



 









 





Bonus:





You will be eligible to participate in the executive bonus program established by the
Company, the terms of which shall be determined at the discretion of the Company.



Insurance:





The Company will provide you and your family with major medical insurance.



PTO (sick, personal, vacation time off):





Pursuant to the Company’s current policy.



401(k):





Option to participate in the Company Software’s 401(k) Plan based on the plan’s terms.



Expenses:





Car allowance of $400 Monthly, covers all car related expenses, gas, repairs etc., and
cellular phone allowance of up to $400 monthly for Company related phone calls.



Confidentiality:





You agree to sign the Non-Disclosure Confidentiality Agreement attached hereto.



Severance:





If you are terminated without cause, we will pay you an amount equal to your Base Salary for
one year from the date of termination. Payments will be made in accordance with the
Company’s regular payroll periods, commencing on the first day of the first payroll period
following the date of termination. Additionally, if you are required to relocate outside of
a 100 mile radius from your current home, you may decline the relocation and be eligible for
the severance stated above.




For purposes of this Agreement, “Cause” shall be defined as: (i) willful disobedience of a
material and lawful Instruction of the CEO or Board of Directors of the Company; (ii)
conviction of any misdemeanor involving fraud or embezzlement or similar crime, or any
felony; (iii) conduct amounting to fraud, dishonesty, negligence, willful misconduct or
recurring insubordination; (iv) inattention to your duties; or (v) excessive absences from
work.



Relationship:





It is understood and accepted that the employment relationship we have agreed to is an
at-will relationship, and that it may be ended by either party, at any time, and for any
reason. It is also understood that you are free of any obligations, including restrictive
covenants and or non-solicitation agreements that may affect your ability to carry out your
duties within the Company.



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If you should have any questions pertaining to this matter, please don’t hesitate to contact me.



I look forward to continuing to work with you.



	 	 	 	 	 
	Sincerely,

	 	 
	 	Agreed:
	 
	 	 	 	 
	/s/ Dean Goodermote

	 	 	 	/s/ Daniel M. Jones
	 

	 	 	 	 
	Dean Goodermote

	 	 	 	Daniel M. Jones
	Chief Executive Officer
	 	 	 	 






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NON-DISCLOSURE CONFIDENTIALITY AGREEMENT

DOUBLETAKE SOFTWARE, INC.




Daniel M. Jones (hereinafter referred to as the “employee”) hereby acknowledges that Double-Take
Software, Inc., et al. (hereinafter referred to as the “Corporation”) is engaged in the business of
developing, selling, distributing, supporting, installing and servicing computer related software.
Both parties agree that the operation of the business and performance of the work of the
Corporation involves special skills, knowledge, trade secrets, special techniques, procedures or
names and addresses of the customers, past and present, of the Corporation. The employee
acknowledges that he is being employed with the express understanding that all of the foregoing
shall not be divulged or otherwise disclosed to anyone at any time.



It is further understood and agreed to by the employee, that during the time of his employment by
the Corporation, that his time and efforts will be exclusively devoted to the Corporation’s
business, and that he will not participate in any activity of a similar nature with any other
entity, in any capacity, (e.g. sales, consulting, engineering, supervision or hands on activity).
All computer program source and information relating to such source code, trade secrets, books,
manuals, bulletins, work papers, files, reports and other related materials are the property of the
Corporation and must be returned to the Corporation upon request or at the termination of
employment, along with any reproductions of such documentation.



Employee agrees to hold in confidence and to refrain from using or disclosing to any third party,
without prior written consent of Corporation, (a( any information disclosed in confidence to
employee by the Corporation, and (b( any information developed or delivered by employee during the
term of employee’s employment by the Corporation. All computer program source and information
relating to such source code received, developed or delivered by employee in connection with his
employment shall be deemed confidential information and belonging exclusively to the Corporation
for purposes of this paragraph.



Employee agrees to provide the Corporation with all source code and complete source code
documentation for all computer programs developed or modified by employee in the course of his
employment by the Corporation. Ownership of all goods, code, and materials, etc; delivered by
employee hereunder is hereby assigned irrevocably to the Corporation, including but not limited to
all copyrights, trademarks, trade secrets and patent rights in such goods and materials. Employee
agrees to execute and return to the Corporation all documents required by the Corporation from time
to time to evidence, document or, if necessary, to perfect such ownership, for any purpose desired
by the Corporation, and hereby appoints the Corporation employee’s attorney-in-fact with full
powers to execute such document itself in the event employee is unable to provide the Corporation
with such signed documents.



In the event the term of the employee’s employment shall expire or terminate, employee agrees not
to divulge any of the above information, etc., or to engage or participate, directly or indirectly,
for himself or on behalf of or for the benefit of a third party, firm or corporation in developing
products based on the information gained during his term of employment by the Corporation. Employee
also agrees he will not participate, directly or indirectly, for himself or on behalf of or for the
benefit of a third party, firm or corporation in soliciting competing products, services



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and/or solutions to the Corporation’s existing customers or proposed customers (which were being
solicited by the Corporation during the time of his employment) for a period of two (2) years and
will not encourage, induce or attempt to induce any employee of the Corporation to leave the employ
of the corporation for a period of two (2) years.



The employee agrees that these terms are so vitally important to the operation of the business of
the Corporation, that any violation of the above conditions will result in their termination of
employment, forfeitures of any and all benefits and bonuses accrued, as well as entitling the
Corporation to any injunctive relief allowed by Law.



This Agreement shall be governed by the Laws of the State of New Jersey and there are no
understandings, agreements, representations, express or implied, not specified herein.



AGREED TO BY:



	 	 	 	 	 
	/s/ Daniel M. Jones	 	10/31/06
	 	 	 
	Employee

	 	 	 	(DATE)
	 
	 	 	 	 
	ACCEPTED BY:	 	 
	 
	 	 	 	 
	     /s/ Dean Goodermote	 	 
	 	 	 
	For the Corporation	 	 
	 
	 	 	 	 
	TITLE:

	 	Chief Executive Office
	 	11/1/06
	 

	 	 
	 	 
	 

	 	 	 	(DATE)






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