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Exhibit 10.33
OFFER AGREEMENT
September 20, 2005
David B. Crean
Dear David,
I am pleased to extend to you an
offer to join Vignette Corporation starting November 1, 2005
or sooner at your discretion. Your position will be Vice President,
Healthcare Solutions Unit currently reporting to Thomas E. Hogan
based in Austin, Texas. The challenge in front of us is both
exciting and tremendous and we believe that you will bring the
skills and attitude that will become a critical part of
Vignette’s success. We are eager to have you be part of our
team. This offer expires on September 30, 2005.
Your compensation will include the
following:
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A bi-weekly
salary of $10,576.92 (which when calculated on an annual basis
equals $275,000.00).
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Subject to you
joining Vignette Corporation, we have proposed for you to receive
50,000 stock options through the Vignette Corporation Stock Option
Plan with a four year vesting schedule with twenty five percent of
the shares vesting at the end of each year. Your grant will be
subject to a separate agreement and offer which has to be approved
by the Compensation Committee of Vignette’s Board and does
not form part of your contract of employment. Once this has been
approved, the necessary documents will be sent to you.
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Subject to you
joining Vignette Corporation, we have proposed for you to receive
5,000 shares of restricted stock through the Vignette Corporation
Stock Option Plan with a three year vesting schedule with thirty
three and one third percent of the shares vesting at the end of
each year. Your grant will be subject to a separate agreement and
offer which has to be approved by the Compensation Committee of
Vignette’s Board and does not form part of your contract of
employment. Once this has been approved, the necessary documents
will be sent to you.
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Eligibility for bonus in the
Executive Performance Bonus Plan, targeted at $137,500.00 annually.
This bonus is paid out semi-annually at the discretion of the
Company, based on the individual and company performance goals.
Payment of this bonus may not occur if the company does not meet
its financial goals. Your total compensation of base salary and
bonus is capped at $900,000 annually.
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Eligibility for
all of the benefits provided to Vignette’s employees, which
currently include:
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Major medical,
dental, vision, short term disability and life insurance coverage
for you
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The option to
purchase major medical, dental, vision, accident and life insurance
coverage for your eligible dependents
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Participation
in Vignette’s 401(k) plan upon completion of the plan’s
eligibility requirements
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Participation
in Vignette’s Employee Stock Purchase Plan
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Nine paid
holidays and four w
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