Exhibit 10.24
September 9, 2008
Mike Steinharter
[Address]
_____________________
Dear Mike:
This letter (“Agreement and
Release”), upon your signature, confirms the entire agreement
between Serena Software, Inc. (“Serena”) and you
regarding the terms of your separation from employment with
Serena.
1) Your last day of employment will
be September 5, 2008 (“Separation Date”).
Regardless of whether you sign this Agreement and Release, Serena
will do the following:
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a.
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Pay you all
earned salary and accrued vacation through your Separation Date on
or before the Separation Date.
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b.
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Continue your
medical, dental, vision and employee assistance program (EAP)
benefits through September 30, 2008. You will have the option
to continue your medical, dental, vision and/or EAP benefits under
COBRA. COBRA continuation forms will be sent to you shortly by our
third-party administrator.
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c.
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Discontinue
your insurance coverage for life, accidental death &
dismemberment, and disability coverage and your participation in
all of Serena’s other benefit plans and programs effective
upon your Separation Date. However, you will have the option of
converting your life insurance to a private plan. Serena’s
Human Resources Department will provide life insurance conversion
forms and instructions to you.
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d.
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All stock
options granted to you under the Serena 2006 Stock Incentive Plan
will cease to vest as of your Separation Date. The portion of your
stock options that have not vested as of your Separation Date will
terminate and cease to be exercisable as of the Separation Date in
accordance with the terms of the Serena 2006 Stock Incentive Plan
and respective stock option agreements.
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e.
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Pursuant to the
Management Stockholders Agreement dated March 7, 2006, Serena
will exercise its right to purchase your Call Shares and Call
Options on the applicable Call Date for the Call Share Price and
Call Option Price, respectively. The Call Share Price and Call
Option Price will be paid following six months and one day
following the Separation Date. Defined terms used in this
subparagraph (e) will have the same meanings as set forth in
the Management Stockholders Agreement dated March 7,
2006.
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Mike Steinharter
September 9, 2008
2) As a condition to receiving any
severance benefits described under your employment offer letter
dated December 11, 2006, and subject to your continued
observation and performance of your on-going obligations to Serena
and its affiliates under the terms of this Agreement and Release
(including but not limited to those obligations set forth in
Sections 6 through 10 below), Serena will provide you with the
following severance benefits:
a) Serena will continue to pay you
your base salary over a period of eighteen (18) months
following the Separation Date, payable on a semi-monthly basis in
accordance with Serena’s usual and customary payroll
practices, commencing on the first regularly scheduled payroll date
following the effective date of this Agreement and Release. The
semi-monthly payments will be in the amount of $11,458.33, less any
applicable payroll taxes, deductions and tax
withholdings.
3) On behalf of yourself, your
agents and assigns, in consideration for Serena’s obligations
under this Agreement and Release, you hereby waive and release any
and all claims, whether known or unknown, that you have against
Serena and its predecessors, subsidiaries, affiliates and related
entities and their respective officers, directors, shareholders,
agents, attorneys, employees, successors, or assigns, arising from
or out of your employment with and/or the termination of your
employment with Serena. These claims include, but are not limited
to, claims arising under: Title VII of the Civil Rights Act of
1964, as amended; The Employee Retirement Income Security Act of
1974, as amended; The Americans with Disabilities Act of 1990, as
amended; The Age Discrimination in Employment Act of 1967, as
amended; The Workers Adjustment and Retraining Notification Act, as
amended; The California Fair Employment and Housing Act, as
amended; The California Family Rights Act, as amended; any other
federal, state or local discrimination, harassment, civil or human
rights law or any other local, state or federal law, regulation or
ordinance; any public policy, contract, tort, or common law; and
any claim for costs, fees, or other expenses including
attorneys’ fees incurred in these matters. Nothing herein is
intended to release any claim that is unwaivable by law or
governmental regulation.
4) You also acknowledge that there
may exist claims or facts in addition to or different from those
which are now known or believed by you to exist and agree that it
is your intention to fully settle and release such claims, whether
known or unknown, that may exist as of the time you sign this
Agreement and Release. You therefore waive your rights under
Section 1542 of the Civil Code of California, which
states:
A general release does not extend to
claims which the creditor does not know or suspect to exist in his
or her favor at the time of executing the release, which if known
to him or her must have materially affected his or her settlement
with the debtor.
You acknowledge that you have read
this Agreement and Release, including the waiver of California
Civil Code Section 1542, and understand you may later discover
facts different from or in addition to those known or now believed
to be true with respect to the matters released or described in
this Agreement and Release. You agree that the release and
agreements contained in this Agreement and Release shall be and
will remain effective in all respects notwithstanding any later
discovery of any such different or additional facts.
Page 2 of 5
Mike Steinharter
September 9, 2008
5) You affirm that you have been
paid and have received all leave (paid and unpaid), compensation,
salary, wages, bonuses, commissions and/or benefits to which you
may be entitled and that no other leave (paid or unpaid),
compensation, salary, wages, bonuses, commissions and any benefits
are due to you, except as provided in this Agreement and Release.
Serena will reimburse you for reasonable and customary business
expenses incurred prior to the S
