Robert
Warfield
3470 Merrill Road
Aptos, California 95003
Re:
Separation Agreement and Release
of Claims
This letter is
to confirm our agreement with you with respect to your separation
from Callidus Software Inc. (“Callidus” or the
“Company”). This agreement includes the separation and
release terms that have been previously discussed with you and
which are a necessary part of such agreements with the Company. To
ensure that there are no ambiguities, this letter explains in
detail both your rights and obligations and those of the Company
upon separation of your employment and your full release of any and
all claims against the Company.
Your employment
with Callidus will end upon the close of business August 15,
2007 (“Separation Date”). Upon your Separation Date we
will provide you the following benefits:
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1.
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You
will receive a final check with your base salary pay up to and
including your Separation Date and any vacation pay that has
accrued to that date, minus applicable withholding
taxes;
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2.
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If
you are contributing to the Callidus 401(k) Plan, your
contributions will cease upon your Separation Date;
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3.
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If
you are a beneficiary to Callidus’ life insurance coverage,
your coverage will cease upon your Separation Date;
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4.
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Callidus will pay any reasonable
Callidus business expenses incurred by you prior to the Separation
Date, so long as you properly submit the appropriate documentation
to Patricia Ducote in Accounting within 30 days of your
Separation Date;
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5.
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Vesting on stock options that have
been granted to you will cease upon your Separation Date. You will
have 90 days from your Separation Date to exercise any vested
shares. Should you need assistance or have any questions on the
process and necessary items to exercise such shares, please contact
Virginia Sajor at (408) 808-6597.
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6.
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If
you are participating in the Employee Stock Purchase Plan (ESPP),
your participation will cease on your Separation Date and any money
that has been deducted from your paycheck up to this point will
then be refunded to you in your final check.
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You understand
and agree that Callidus may deduct any unpaid company credit cards
(AMEX), phone cards, and equipment replacement costs for Callidus
equipment assigned to you (other than the notebook computer
described below) that has not been returned, from any final amounts
owed to you under your employment or this separation letter. You
also understand and agree that you will not be eligible for a
performance or incentive bonus for any services provided by you
from April 1, 2007 forward, unless the CEO in his discretion
has determined that based on your continued efforts for Callidus
from April 1, 2007 forward you should be eligible for a second
quarter 2007 bonus and documents his determination in
writing.
1 of 5
Callidus and
you have agreed to additional benefits to be provided to you, to
which you would otherwise not be entitled, in exchange for you
signing a Release of Claims as part of this separation agreement.
Specifically, once you have signed this letter below indicating
your agreement to these terms, and after your Separation Date you
have additionally signed the attached Release of Claims document,
and the revocation period has expired, then:
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1.
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Callidus will provide you with the
equivalent of an additional 4.5 months of base pay or
$96,412.50 less applicable taxes, withholdings and
deductions.
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2.
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Callidus will provide you with an
additional $6,040.13 to cover 4.5 months of COBRA health
coverage, less applicable taxes, withholdings and deductions,
commencing on the month following your Separation Date.
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3.
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Callidus will permit you to retain
your current Callidus notebook computer.
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The Release of
Claims document will be in the form as attached hereto, but will be
subject to modifications to the document, if upon the advice of
counsel, such modifications are necessary to comply with applicable
law as of the Separation Date. In addition to signing the Release
of Claims document, the additional benefits as outlined on this
page 2 are also contingent upon your full cooperation in the
transition of any job duties which you are currently assigned or
working on, your agreement to comply with the obligations and the
terms of this separation agreement, your continued compliance with
the attached Employment, Confidential Information and Invention
Assignment Agreement which you have signed, your agreement to work
full time on site at the Company Headquarters in San Jose,
California through April 1, 2007 as the Chief Technology
Officer, and to then work as an offsite employee who will be
available, responsive and cooperative in supporting the Company
from April 2, 2007 through August 15, 2007. You
acknowledge that during your employment, you may have obtained
confidential, proprietary and trade secret information, including
information relating to the Company’s products, plans,
designs, employees, and other valuable confidential information. In
accordance with the attached Employment, Confidential Information
and Invention Assignment Agreement, and as a term of this
separation agreement, you agree not to disclose any such
confidential information unless required by subpoena or court
order, and that you will first give the Company written notice of
such subpoena or court order with reasonable advance notice to
permit the Company to oppose such subpoena or court order if it
chooses to do so. You also agree not to use any such confidential
information, employee specific information, company trade secrets,
or proprietary information to recruit or hire employees from
Callidus. Y
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