Exhibit 10.10
TRANSITION AGREEMENT
THIS TRANSITION AGREEMENT (the "Transition Agreement") made and entered into as
of the first day of October, 2005 by and between SoftBrands, Inc. a Delaware
corporation ("SoftBrands") and George H. Ellis, an individual resident of the
State of Texas ("Executive").
WHEREAS, SoftBrands and Executive are parties to that certain employment
agreement dated as of January 1, 2002, as amended by that certain amendment to
employment agreement dated as of November 26, 2002 (the "Employment Agreement"),
pursuant to which Executive has served, and continues to serve, as the Chief
Executive Officer and Chairman of the Board of SoftBrands;
WHEREAS, Executive has expressed his desire to transition his position with
SoftBrands, effective January 1, 2006 (the "Transition Date"), to Executive
Chairman of the Board and to promote Randal Tofteland to the position of Chief
Executive Officer effective such date;
WHEREAS, Executive and SoftBrands wish to confirm the employment and
compensation arrangements that will apply on and after the Transition Date and
consistent with such arrangements to terminate the Employment Agreement as of
the Termination Date.
NOW, THEREFORE, in consideration of the forgoing recitals, and in consideration
of the mutual promises and agreements made herein and for other good and
valuable consideration the receipt and adequacy of which are hereby
acknowledged, the parties hereby agree as follows:
ARTICLE I
EMPLOYMENT PRIOR TO TERMINATION DATE
1.1
EMPLOYMENT UNTIL TRANSITION DATE.
DURING THE PERIOD COMMENCING ON
THE DATE OF THIS TRANSITION AGREEMENT AND ENDING ON THE DAY BEFORE THE
TRANSITION DATE, THE EMPLOYMENT OF EXECUTIVE BY SOFTBRANDS SHALL BE GOVERNED BY
AND PURSUANT TO THE PROVISIONS OF THE EMPLOYMENT AGREEMENT AND SHALL CONTINUE AT
THE RATE OF BASE PAY ($360,000 PER ANNUM OR $90,000 PER QUARTER) IN EFFECT ON
SEPTEMBER 30, 2005.
DURING SUCH PERIOD THE EXECUTIVE SHALL REMAIN ELIGIBLE TO
RECEIVE A BONUS BASED ON PERFORMANCE AND EXECUTIVE'S ATTAINMENT OF OBJECTIVES
ESTABLISHED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF
SOFTBRANDS FOR SUCH PERIOD.
1.2
TERMINATION OF EMPLOYMENT AGREEMENT.
EFFECTIVE ON THE TRANSITION
DATE, THE EMPLOYMENT AGREEMENT AND ALL PRIOR EMPLOYMENT OR CONSULTING AGREEMENTS
BETWEEN EXECUTIVE OR ITS SUBSIDIARIES SHALL BE AND THE SAME ARE HEREBY
TERMINATED AND THERE SHALL BE NO RIGHT TO SEVERANCE OR OTHER RELATED BENEFITS
THEREUNDER; PROVIDED, HOWEVER, THAT THE FOREGOING WILL NOT APPLY TO ANY
OBLIGATION OF SOFTBRANDS OR ANY OF ITS SUBSIDIARIES TO PROVIDE AND CONTINUE IN
FULL FORCE AND EFFECT AN OFFICER'S AND DIRECTOR'S LIABILITY INSURANCE POLICY OR
TO INDEMNIFY EXECUTIVE AGAINST ANY LOSSES, COSTS, DAMAGES OR
EXPENSES, INCLUDING THE OBLIGATIONS UNDER SECTION 3.5 OF THE EMPLOYMENT
AGREEMENT OR UNDER THE INDEMNIFICATION AGREEMENT DATED AS OF JANUARY 1, 2002
WITH EXECUTIVE (THE "INDEMNIFICATION AGREEMENT").
ARTICLE II
TRANSITION - EMPLOYMENT AS EXECUTIVE CHAIRMAN
AND ELECTION AS CHAIRMAN OF THE BOARD
2.1
TRANSITION EXECUTIVE CHAIRMAN AND TERM.
EFFECTIVE ON THE
TRANSITION DATE, EXECUTIVE HEREBY RESIGNS AS CHIEF EXECUTIVE OFFICER OF
SOFTBRANDS.
EFFECTIVE SUCH DATE, EXECUTIVE IS HEREBY EMPLOYED AS, AND APPOINTED
TO THE POSITION OF, EXECUTIVE CHAIRMAN OF THE BOARD OF DIRECTORS