Exhibit 10.13

Employment Agreement

AMENDED AND RESTATED

Agreement effective July 14, 2000, between MapInfo Corporation, One Global View, Troy, New York 12180 ("MapInfo" or "Company"), and John C. Cavalier, an individual residing at 42 East Ridge Road, Loudonville, New York12211 ("Cavalier").

RECITALS

1)     The parties previously entered into a three year Employment Agreement effective November 1, 1998, (hereafter "Previous Employment Agreement") wherein Cavalier was to continue as President/ChiefExecutive Officer of the Company; and

2)     As a matter of succession planning, Cavalier has relinquished the office of President, and has agreed to relinquish the position of Chief Executive Officer in accordance with the terms of this Agreement;and

3)     It is contemplated that Cavalier shall, upon ceasing to occupy the CEO position, become Co-chairman of the Board to serve at the pleasure of the Board; and

4)     The parties wish to set forth the terms and conditions of the continued employment of Cavalier, it is hereby agreed as follows:

1.0     EMPLOYMENT 
1.1     MapInfo agrees to continue to employ Cavalier to November 1, 2001 (the "FIRST Contract Expiration Date"), as follows:

1.1.1     Cavalier shall continue to occupy his present position as CEO until December 31, 2000.; and

1.1.2     Effective January 1, 2001, Cavaliershall become Co-Chairman of the MapInfo Board of Directors, and hold that position for so long as he is so designated by the Board ; and

1.1.3     Regardless of his position, there shall be no change in Cavalier's present base salary through October 31, 2001, nor the terms and conditions under which Company options were previously granted toCavalier, and he cannot be terminated except for Cause.

1.2     Cavalier agrees to (a) continue to aid in managing the operations of MapInfo reporting to the Board of Directors of MapInfo for so long as he is CEO; (b) to continue to serve as a member of the MapInfoBoard of Directors for so long as he is designated for reelection by the Board and elected by the shareholders, (c) to perform such other services as shall from time to time be reasonably assigned to him by the Board of Directors, and (d) to diligentlyand competently devote his entire business time, skill and attention to such services.

2.0     COMPENSATION AND BENEFITS 
     2.1     The Company shall continue to pay to Cavalier through October 31, 2001, his present base salary of $275,000 per annum, in accordance with the standard payroll practicesof the Company.

 

     2.2     The Company shall continue to pay to Cavalier incentive compensation through Q1 of December 31, 2000, only, based on the Previous Employment Agreement formula whichprovides that an additional one-half of annual base salary may be earned, payable quarterly, for achieving targeted Company and personal objectives.

     2.3     The Company shall reimburse Cavalier for all reasonable out-of-pocket expenses incurred in connection with the performance of his duties hereunder, payable in accordancewith the standard expense account procedures of MapInfo.

     2.4     Cavalier shall be entitled to participate on the same basis, subject to the same qualifications, as other employees of the Company in any disability, pension, lifeinsurance, health insurance, hospitalization and other fringe benefit plans in effect with respect to other employees of the Company, in accordance with the written terms of said plans which shall be controlling.

     2.5     The Company shall purchase such additional medical, disability, life insurance and/or other fringe benefit programs of Cavalier's choosing up to a maximum amount of $35,000 per annum. Additionally the Company requires, and shall pay all expenses of, an annual physical for Cavalier at the Mayo Clinic, to the extent such expenses are not covered by the Company's existing health insurance plan. The income taximplications of all of this compensation shall be the responsibility of Cavalier.

3.0     EARLY TERMINATION
Definitions for purposes of this Agreement:
**     "Cause" shall be defined and limited to (i) the willful and continued failure by Cavalier to substantially perform his duties hereunder (other than any such failure resulting from Cavalier'sincapacity due to physical or mental illness), or (ii) conviction for any crime other than simple offenses or traffic offenses or misdemeanors that could not relate to performance or harm the Company in any way; or (iii) breach of Cavalier's fiduciaryresponsibilities to the Company; or (iv) conduct reflecting moral turpitude; or (v) commission of fraud or gross misconduct in Cavalier's dealings with or on behalf of the Company; or (vi) breach of any duty of confidentiality owned the Company.
**     "Change in Control of the Company" shall mean an acquisition (directly or indirectly) resulting in more than 50% of the Company's voting stock or assets being acquired by one or more entities thatthereby gain management control of the Company. This section shall govern in case of any conflict between the wording of this Agreement and the wording of the plan under which any options were granted to Cavalier.
**     "Good Reason" shall mean a failure by the Company to comply with any material provision of this Agreement which has not been cured within ten (10) days after Cavalier has given written notice ofsuch noncompliance to the Company.
**     "Notice of Termination" shall mean a written notice to the other party that Cavalier is either terminating or to be terminated for one of the reasons set forth in this Agreement.

     3.1     Cavalier's employment hereunder may be terminated prior to the Agreement Expiration Date only under any one of the following circumstances:

3.1.1     the death of Cavalier;

3.1.2     a mental, physical or other disability or condition of Cavalier which renders him incapable of performing his obligations under this Agreement for a period of three (3) consecutive months;

3.1.3     by Cavalier for either (i) Good Reason or (ii) a Change in Control of the Company; 

3.1.4     by the Company for Cause.

     3.2     Any termination of Cavalier's employment by the Company or by Cavalier shall be communicated by written Notice of Termination to the other party hereto. 

     3.3     **"Date of Termination**" shall mean:

3.3.1     if Cavalier's employment is terminated by his death, the date of his death;

3.3.2     if Cavalier's employment is terminated by reason of the event specified in subsection 3.1.2 above, thirty (30) days after Notice of Termination is given (provided that Cavalier shall not have returnedto the performance of his duties on a full-time basis during such thirty (30) day period); 

3.3.3      if Cavalier's employment is terminated for Cause pursuant to subsection 3.1.4. above, the date the Notice of Termination is given or later if so specified in such Notice of Termination; and

3.3.4      if Cavalier's employment is terminated for any other reason, the date on which a Notice of Termination is given.

     3.4     If within thirty (30) days after any Notice of Termination is given the party receiving such Notice of Termination notifies the other party that a dispute exists concerningthe termination, the Date of Termination shall be the date fixed, either by arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction.

4.0     COMPENSATION UPON EARLY TERMINATION OR DISABILITY.
     4.1     During any period that Cavalier fails to perform his duties hereunder as a result of incapacity due to physical or mental illness ("disability period"), he shallcontinue to receive his full salary at the rate then in effect for such period until his employment is terminated pursuant to section 31.2 above, provided that payments so made to Cavalier during the disability period shall be reduced by the sum of theamounts, if any, payable to Cavalier at or prior to the time of any such payment under disability benefit plans of the Company, and which were not previously applied to reduce any such payment.

     4.2.     If Cavalier's employment is terminated by his death, the Company shall have no further payment obligations to Cavalier other than those arising from his employment priorto his death.

     4.3     If Cavalier's employment shall be terminated for Cause, the Company shall pay Cavalier his full salary through the Date of Termination at the rate in effect at the timeNotice of Termination is given, and any incentive compensation earned under Section 2.2 through the Date of Termination, and the Company shall have no further obligations to Cavalier under this Agreement. 

     4.4     If Cavalier shall terminate his employment by resigning for other than Good Reason, the Company shall pay Cavalier his full salary through the Date of Termination at thatrate in effect when the Notice of Termination is given, and any incentive compensation earned under Section 2 as of the Date of Termination.

     4.5     If Cavalier's employment shall be terminated by MapInfo for reasons other than pursuant to Sections 3.1.1, 3.1.2 or 3.1.4 hereof or if Cavalier shall terminate hisemployment pursuant to Section 3.1.2, then

4.5.1     the Company shall pay to Cavalier, in a lump sum at the option of Cavalier and then within fourteen (14) days following the Date of Termination, his full salary due to the end of the contract period,October 31, 2001, and any unpaid incentive compensation earned under Section 2.2 as of the Date of Termination; and

4.5.2     the Company shall continue Cavalier's health and dental insurance coverage for the one year period following the Date of Termination on the same terms as provided to other MapInfo employees.

     4.6     As provided in Section 6.7 of the Previous Employment Agreement, upon any Change in Control of the Company, all unexpired and unvested options of Cavalier to purchasecommon stock of the Company shall become exercisable immediately as of the date of such Change in Control, for such period of time and upon such terms as are provided in the Plan under which the options were granted.

5.0      EMPLOYMENT & COMPENSATION FROM SUBSEQUENT TO OCTOBER 31, 2001
     5.1     Subsequent to October 31, 2001, Cavalier shall continue as Co-chairman of the Board subject to the pleasure of the Board, and as an employee of the Company, subject tothe pleasure of the Company. 

     5.2     Regardless of his position subsequent to October 31, 2001, for so long as Cavalier is Co-Chairman or otherwise continued as an employee of the Company, he shall be paidbased on an annual salary of $137,500 (one-half his present base salary).

     5.3     As long as he is employed by the Company, Cavalier shall be entitled to participate on the same basis, subject to the same qualifications, as other employees of the Companyin any disability, pension, life insurance, health insurance, hospitalization and other fringe benefit plans in effect with respect to other employees of the Company, in accordance with the written terms of said plans which shall be controlling.

 

6.0     INTELLECTUAL PROPERTY, CONFIDENTIAL INFORMATION AND NON-COMPETITION
Cavalier reaffirms his previously executed attached Employee Intellectual Property, Confidential Information and Non-Competition Agreement.

7.0     IRREPARABLE INJURY
     7.1      Both parties hereto recognize that the services to be rendered by Cavalier during the term of his employment are special, unique and of extraordinary character, andCavalier acknowledges that any violation by him of Section 3 of this Agreement may cause the Company irreparable injury.

     7.2     In the event of a breach or threatened breach by Cavalier of the provisions of said Section 6, MapInfo shall be entitled to an injunction restraining Cavalier fromviolating the terms thereof, and from providing any confidential information to any person, firm, corporation, association or other entity, whether or not Cavalier is then employed by, or an officer, director, or owner thereof. 

     7.3     Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including recovery ofdamages from Cavalier.

8.0     NOTICES
All communications and notices hereunder shall be in writing and either personally delivered or mailed to the party at the address set forth above. Notices to MapInfo shall be addressed to the attention of the Chairman with a copyto the Executive Vice President/CFO.

9.0     ENTIRE AGREEMENT, NO WAIVER
     9.1     This Agreement and the agreements referred to herein constitute the entire understanding between that parties and supersede all prior agreements or understandingsbetween the parties except as to matters that that may be ongoing, such as but not limited to the forgiveness of debt agreed to in the initial Employment Agreement between the parties.

     9.2 No waiver or modification of the terms hereof shall be valid unless in writing signed by both parties hereto and only to the extent therein set forth. 

10.0     SUCCESSORS.
     10.1     The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/orassets of the Company, by agreement in form and substance satisfactory to Cavalier, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such successionhad taken place. 

     10.2     Failure of the Company (or any successor to its business and/or assets) to obtain such agreement prior to the effectiveness of any such succession shall, at Cavalier'soption to treat it as such, be a breach of this Agreement, except that for the purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination.

11.0     ENTIRE AGREEMENT, NO WAIVER
This Agreement constitutes the entire understanding between that parties and supersedes all prior agreements or understandings between the parties. No waiver or modification of the terms hereof shall be valid unless in writingsigned by both parties hereto and only to the extent therein set forth. 

12.0     ARBITRATION
     12.1     Except as otherwise provided in Section 4.0 above, any dispute or claim relating to or arising out of the employment of the Company, whether based on contract or tortor otherwise, but not including statutory claims, shall be subject to final and binding arbitration in the State of New York in accordance with the applicable commercial arbitration rules of the American Arbitration Association in effect at the time theclaim or dispute arose

     12.2     The arbitrators shall have jurisdiction to determine any such claim, and may grant any relief authorized by law for such claim with their decision based on and supportedby written findings of fact and conclusions of law

     12.3     Any claim or dispute subject to arbitration shall be deemed waived, and shall be forever barred, if arbitration is not initiated within twelve (12) months of the date theclaim or dispute first arose. 

13.0     GOVERNING LAW.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to the choice of law provisions thereof, and any action relating to this Agreement shall be brought in SupremeCourt, Albany or Rensselaer County, New York.

IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the date and year first written above.

                                               MAPINFO CORPORATION

 

/s/ John C. Cavalier                                       BY:      /s/ Michael D. Marvin          
JOHN C. CAVALIER                                   Chairman of the Board

 

DATE SIGNED:                                                      DATE SIGNED:-********