Exhibit 10.20
AMENDMENT NO. 1
TO
EMPLOYMENT
AGREEMENT
This Amendment No. 1 (this
“ Amendment ”), dated as of December 31,
2008, is made by and between Serena Software, Inc., a Delaware
corporation (the “ Company ”) and Robert Pender
Jr. (“ Executive ”).
WHEREAS, the Company and Executive are parties to an
employment agreement dated as of March 9, 2006 (the “
Employment Agreement ”);
WHEREAS , the Company and Executive desire to amend the
Employment Agreement in order to ensure compliance with
Section 409A of the Internal Revenue Code of 1986, as
amended;
NOW, THEREFORE,
in consideration of the promises and
mutual agreements herein contained, the Company and Executive
hereby agree as follows:
1. Amendment to
Section 8(b)(iii)(B) . Clause (i) of
Section 8(b)(iii)(B) shall hereby be deleted and replaced with
the following:
“(i) execution, delivery and
non-revocation of a general release of claims against the Company,
SLP and their respective affiliates (to the extent SLP or its
affiliates remain stockholders of the Company at such time
(collectively, the “Company Group”), in the form
attached hereto as Exhibit B (the “General Release”)
within forty-five (45) days following the date of termination
of Executive’s employment (which General Release shall be
delivered to Executive within five (5) days following the date
of such termination), and”
2. Amendment to
Section 8(b)(iii)(B)(1) . The Employment Agreement shall
hereby be amended by adding the following proviso to the end of the
last sentence of Section 8(b)(iii)(B)(1):
“; provided
that the first payment shall be made on the fiftieth (50
th
) day
following the date of termination of Executive’s employment
and shall include any amounts that would have otherwise been due
prior to such fiftieth (50 th ) day.”
3. Amendment to
Section 8(c)(iii)(B) . Clause (i) of
Section 8(c)(iii)(B) shall hereby be deleted and replaced with
the following:
“(i) execution, delivery and
non-revocation of the General Release within forty-five
(45) days following the date of termination of
Executive’s employment (which General Release shall be
delivered to Executive within five (5) days following the date
of such termination), and”
4. Amendment to
Section 8(c)(iii)(B)(1) . The Employment Agreement shall
hereby be amended by adding the following proviso to the end of the
last sentence of Section 8(c)(iii)(B)(1):
“; provided
that the first payment shall be made on the fiftieth (50
th
) day
following the date of termination of Executive’s employment
and shall include any amounts that would have otherwise been due
prior to such fiftieth (50 th ) day.”
1
5. Amendment to
Section 8(c)(iii)(B)(2) . The Employment Agreement shall
hereby be amended by adding the following proviso to the end of the
last sentence of Section 8(c)(iii)(B)(2):
“;
provided that the first payment shall be made on the
fiftieth (50 th )
