Exhibit 10.32
June 7, 2005
Dear Maury:
It gives me great pleasure to offer
you the position of Chief Financial Officer for Portal Software,
Inc. (Portal) reporting to me. This offer is valid for five
(5) business days. We plan for you to begin employment with us
as soon as possible, the precise start date to be agreed
upon.
Your compensation and employee
benefits package will include the following:
Starting Salary
You will receive a semi-monthly
salary of $12,500 (Twelve thousand five hundred
dollars).
Bonus
You will be paid a sign-on bonus in
the amount of $110,000, payable in 3 payments, first upon hire and
then quarterly thereafter. If you resign or are terminated with
cause prior to one year, a prorated portion of this bonus shall be
returned to Portal. You may keep 1/12 th of the bonus amount for each full
month of employment you complete.
Incentive Plan
You are a participant in the
executive incentive plan under which you are eligible to receive a
50% target incentive of your base salary based on the achievement
of objectives established by Portal Software Inc. You
understand and acknowledge that the incentive plan is an annual
plan and is only applicable for a single year. The Company has
the discretion to amend, terminate or discontinue the incentive
plan at any time.
For FY06, the Board of Directors
approved a stock-based bonus plan for the executive staff, tied
100% to achieving the company’s financial performance goal.
Under this program you will receive a grant of 44,380
restricted stock units, with accelerated vesting, if the
performance goal is achieved.
Change of Control
You will receive the standard Change
of Control agreement applicable to Senior Vice
Presidents.
Benefits
You will participate in the standard
Portal benefit plan, plus normal Portal holidays. As a corporate
senior vice president, you will not accrue PTO, rather you will use
discretion in requesting time off from your manager.
Stock Options
Subject to the approval of the
Bo
