Mr. Richard Hale
87 Winslow Road
Newton, MA 02468
Re:
Severance Agreement and Release
This
letter (the “Agreement”) describes the agreed upon
terms of your termination and severance agreement with Unica
Corporation (the “Company”).
1.
Employment Status : Your termination of employment with
the Company will be effective as of May 1, 2007 (the
“Termination Date”). Until such time, you will continue
to be responsible for the duties and responsibilities generally
associated with being the Company’s Vice President,
Consulting Services, and will perform such additional duties as
reasonably requested by the Company’s Chief Executive
Officer, including such duties related to the transition of your
position. As of the Termination Date, the payment of your salary
will cease, and any entitlement you had or might have had under a
Company-provided benefit plan, program or practice will terminate,
except as required by federal or state law, or as otherwise
described herein. In addition, all of your stock options and
restricted share units which have not vested on or before the
Termination Date shall expire.
2.
General Benefits : On the Termination Date, you will be
eligible for the following:
|
|
(a)
|
|
All
regular wages earned and business expenses incurred through the
Termination Date; and
|
|
|
|
|
|
|
|
(b)
|
|
A
payment for unused, accrued vacation time as of the Termination
Date.
|
All amounts set
forth is this Section 2 are subject to any applicable federal,
state and local deductions, withholdings, payroll and other
taxes.
|
(a)
|
|
Release : Upon the cessation of your
employment pursuant to Section 1 above, no later than
May 9, 2007 you will execute the Release of Claims attached
hereto as Exhibit A (the “Release”) and,
conditioned on the execution and non-revocation by you of the
Release, you shall be entitled to the compensation and benefits set
forth in sub-sections 3(b)-(f) below.
|
|
|
|
|
|
(b)
|
|
Severance Pay
: In consideration of
the promises made herein, the Company will pay your current
semi-monthly base salary of $7708.34, less applicable taxes and
withholdings, for a period of eight (8) months following the
Termination Date in accordance with the Company’s current
semi-monthly payroll practices. The total gross amount of these
payments is $120,000.
|
|
|
|
|
|
(c)
|
|
Bonus Payment
: In consideration of
the promises made herein, in accordance with the terms and
conditions of the Company’s FY07 Executive Incentive Plan
(the “Plan”), you will be eligible to receive payment
of that portion of your annual bonus payable following the
completion of the Company’s second fiscal quarter (which
amount represents up to 20% of your FY2007 bonus target amount). In
accordance with the Plan, this bonus payment will be based on your
achievement of performance objectives for the first half of FY 2007
to be mutually agreed to by you and the Company’s CEO.
Performance against these objectives will be assessed by the
Company’s CEO following completion of the Company’s
second fiscal quarter. If eligible to receive such bonus payment,
you will receive it in accordance with the Company’s payment
schedule under the Plan (regardless of whether the Plan states that
participants are only eligible to receive bonus payments if
employed by the Company at the time such payments are
made).
|
|
|
|
|
|
(d)
|
|
Executive Transition
Services : In
order to assist you with the identification of your next
professional opportunity, the Company will provide you with up to
$3,000 of outplacement services through Transition Solutions, or
reimburse you up to $3,000 of outplacement services provided by a
vendor to be mutually agreed upon, until December 31,
2007.
|
|
|
|
|
|
(e)
|
|
Personal Computer
: Following the
termination date, the Company will provide you with continued use
of your current computer, provided that you allow the Company to
delete all electronic files contained on such computer which
contain confidential or proprietary information prior to your
termination of employment.
|
|
|
|
|
|
(f)
|
|
Health and Dental
Insurance :
The Termination Date will serve as the “qualifying
event” under the Consolidated Omnibus Budget Reconciliation
Act of 1985 (“COBRA”). If you elect to continue medical
and/or dental insurance coverage after the Termination Date in
accordance with the provisions of COBRA, the Company will pay the
Company portion of your monthly premium payments for the duration
of your severance period or until you obtain other employment
providing medical and dental insurance coverage, whichever occurs
first. You will still be responsible for the employee portion of
the premium during this time, and this amount will be deducted from
your severance payments
|
|
|
|
|
|
(g)
|
|
Taxes : All amounts set forth in this
Section 3 are subject to any applicable federal, state and
local deductions, withholdings, payroll and other taxes.
|
|
(h)
|
|
Cessation of Payments
: The Company may
terminate all payments and benefits set forth in this section (in
addition to seeking any and all other equitable and legal remedies)
in the event the Company reasonably determines that you are in
material breach of your obligations under this
Agreement.
|
4.
Settlement and Amounts Due : The amounts set forth above in Section 2
and 3 shall be complete and unconditional payment, settlement,
satisfaction and/or accord with respect to all obligations and
liabilities of the Released Parties to you, and with respect to all
claims, causes of action and damages that could be asserted by you
against the Released Parties regarding your employment with, change
in employment status with, and/or termination from employment with
the Company, including, without limitation, all claims for wages,
salary, commissions, draws, incentive pay, bonuses, reasonable
business expenses, paid time off, stock and stock options,
restricted share units, severance pay, attorneys’ fees,
compensatory damages, exemplary damages, or other compensation,
benefits, costs or sums.
5.
Release : In
consideration of the benefits provided for in this Agreement, which
you acknowledge you would not otherwise be entitled to receive, you
hereby fully, forever, irrevocably and unconditionally releases,
remises and discharges the Company, its officers, directors,
stockholders, corporate affiliates, subsidiaries, parent companies,
agents and employees (each in their individual and corporate
capacities) (hereinafter, the “Released Parties”) from
any and all claims, charges, complaints, demands, actions, causes
of action, suits, rights, debts, sums of money, costs, accounts,
reckonings, covenants, contracts, agreements, promises, doings,
omissions, damages, executions, obligations, liabilities, and
expenses (including attorneys’ fees and costs), of every kind
and nature which you ever had or now have against the Released
Parties, including, but not limited to, any claims arising out of
your employment with and/or separation from the Company, including,
but not limited to, all employment discrimination claims under
Title VII of the Civil Rights Act of 1964, 42 U.S.C.
Section 2000e et seq., the Age Discrimination in Employment
Act, 29 U.S.C. Section 621 et seq., the Americans With
Disabilities Act of 1990, 42 U.S.C. Section 12101 et seq., the
Family and Medical Leave Act, 29 U.S.C. Section 2601 et seq.,
the Worker Adjustment and Retraining Notification Act
(“WARN”), 29 U.S.C. Section 2101 et seq., and the
Rehabilitation Act of 1973, 29 U.S.C. Section 701 et seq., all
as amended; all claims arising out of the Fair Credit Reporting
Act, 15 U.S.C. Section 1681 et seq., the Employee Retirement
Income Security Act of 1974 (“ERISA”), 29 U.S.C.
Section 1001 et seq., the Massachusetts Fair Employment
Practices Act., M.G.L. c. 151B, Section 1 et seq., the
Massachusetts Civil Rights Act, M.G.L. c. 12, Sections 11H and
11I, the Massachusetts Equal Rights Act, M.G.L. c. 93,
Section 102 and M.G.L. c. 214, Section 1C, the
Massachusetts Labor and Industries Act, M.G.L. c. 149,
Section 1 et seq., the Massachusetts Privacy Act, M.G.L. c.
214, Section 1B, and the Massachusetts Maternity Leave Act ,
M.G.L. c. 149, Section 105(d), all as amended; all common law
claims including, but not limited to, actions in tort, defamation
and breach of contract; all claims to any non-vested ownership
interest in the Company, contractual or otherwise, including, but
not limited to, claims to stock or stock options or restricted
share units; and
|
