Exhibit 10.71
20400 Stevens Creek
Blvd.
This letter sets
forth the substance of the separation agreement (the
“Agreement”) that Chordiant Software, Inc. (the
“Company”) is offering to you to aid in your employment
transition.
1.
Separation
Date . Your last day of work with the Company
and your employment termination date will be June 30, 2008 (the
“Separation Date”). This means that as of
the Separation Date, you will be deemed to have resigned from any
and all positions that you hold with the Company or any of its
subsidiaries, including any Board positions. On the
Separation Date, the Company will pay you all accrued salary, and
all accrued and unused vacation earned through the Separation Date,
subject to standard payroll deductions and
withholdings. You are entitled to these payments
regardless of whether or not you sign this Agreement.
a.
Hours/Duties. Between now and the Separation
Date (the “Transition Period”), you will remain a
regular, full-time employee of the Company, with the same title
currently in effect, and shall be required to perform those duties
requested of you by the CEO.
b.
Compensation/Benefits. During the Transition
Period, your salary will remain the same, your Company stock
options will continue to vest, and you will continue to be eligible
for the Company’s standard benefit programs (subject to their
terms and conditions).
c.
Obligations During Transition Period. During the
Transition Period, you will continue to comply with all of the
Company’s policies and procedures and with all of your
statutory and contractual obligations to the Company (including,
without limitation, your obligations under your Proprietary
Information and Inventions Agreement).
3.
Severance Payments
. Although the Company has no obligation to do so,
if you sign the Separation Date Release Agreement attached hereto
as Exhibit A on or within forty-five (45) days after the Separation
Date, return it to the Company, and allow the release contained
therein to become effective, then the Company will make the
following severance payments to you:
a.
Salary Continuation. The Company will pay you
severance in the form of salary continuation for a four (4) month
period following the Separation Date (the “Severance
Payments”). The Severance Payments will be made on
the Company’s regular payroll cycle beginning on the first
regularly-scheduled payroll date following the Separation Date
Effective Date (as defined in Exhibit A), and will be subject to
standard payroll deductions and withholdings. On the
first payroll date following the Separation Date Release Effective
Date, the Company will pay you the salary continuation payments
that you would have received on or prior to such date in a lump sum
under the original schedule but for the delay in the effectiveness
of the Separation Date
Release, with the
balance of the Severance Payments being paid as originally
scheduled. Each such installment will be deemed a
separate “payment” for purposes of Section 409A of the
Internal Revenue Code. During the period of time that
you are receiving the Severance Payments, you will be required to
respond to questions from the Company’s CEO related to work
that you performed for the Company.
b.
Bonus Payment. Subject to approval by the
Compensation Committee of the Board of Directors, as an additional
severance benefit, the Company will make a lump-sum severance
payment to you in an amount equal to $11,250, less standard payroll
deductions and withholdings, which represents one-half of your
Chief Compliance Officer Bonus for 2008. This amount
will be paid to you at the same time as the first salary
continuation payment to be made to you pursuant to section 3.a.
above.
4.
Health Insurance
. To the extent provided by the federal COBRA law
or, if applicable, state insurance laws, and by the Company’s
current group health insurance policies, you will be eligible to
continue your group health insurance benefits at your own expense
following the Separation Date. Later, you may be able to
convert to an individual policy through the provider of the
Company’s health insurance, if you wish. You will
be provided with a separate notice describing your rights and
obligations under COBRA. If you timely elect continued
coverage under COBRA, the Company, as part of this Agreement and an
additional severance benefit subject to the effectiveness of your
release, will reimburse your COBRA premiums to continue your group
health insurance coverage through COBRA at the level in effect as
of the Separation Date (including dependent coverage, if
applicable), for six (6) months after the Separation Date to the
extent such COBRA coverage remains available.
5.
Stock Options
. Under the terms of your stock option agreement
and the applicable plan documents, vesting of your stock options
will cease as of the Separation Date. As an additional
severance benefit subject to the effectiveness of your release, the
Company is offering to extend the post-termination exercise period
applicable to your then-outstanding stock options for a nine (9)
month period beyond the ordinary exercise period. You
will need to satisfy all of the Company's federal and state income
and employment withholding taxes upon exercise of any nonstatutory
stock options. Notwithstanding the foregoing, no options
will be extended beyond their original maximum
term. Except as expressly provided herein, all rights
and obligations with respect to your stock options will be as set
forth in your stock option agreement, grant notice and applicable
plan documents.
6.
Other Compensation or
Benefits . You acknowledge that, except as
expressly provided in this Agreement, you will not receive any
additional compensation, severance, or benefits after the
Separation Date.
7.
Expense
Reimbursements . You agree that, within ten (10) days
after the Separation Date, you will submit your final documented
expense reimbursement statement reflecting all business expenses
you incurred through the Separation Date, if any, for which you
seek reimbursement. The Company will reimburse you for
these expenses pursuant to its regular business practice.
8.
Return of Company
Property . By the Separation Date, you agree
to return to the Company all Company documents (and all copies
thereof) and other Company property within your possession, custody
or control, including, but not limited to, Company files, notes,
drawings, records, business plans and forecasts, financial
information, specifications, computer-recorded information,
tangible property (including, but not limited to, computers),
credit cards, entry cards, identification badges, and keys; and,
any materials of any kind that contain or embody any proprietary or
confidential information of the Company (and all reproductions
thereof). If you have used any personally owned
computer, server, or e-mail system to receive, store, review,
prepare or transmit any Company confidential or proprietary data,
materials or information, within twenty (20) days after the
Separation Date, you shall provide the Company with a
computer-useable copy of such information and then permanently
delete and expunge such Company confidential or proprietary
information from those systems; and you agree to provide the
Company access to your system as requested to verify that the
necessary copying and/or deletion is done. Your timely
return of all such Company documents and other property is a
condition precedent to your receipt of the severance benefits
provided under this Agreement.
9.
Proprietary Information
Obligations . You acknowledge and agree to
abide by your continuing obligations under your Proprietary
Information and Inventions Agreement, a copy of which is attached
hereto as Exhibit B.
10.
Confidentiality
. The provisions of this Agreement will be held in
strictest confidence by you and the Company and will not be
publicized or disclosed in any manner whatsoever; provided,
however, that: (a) you may disclose this
Agreement in confidence to your immediate family; (b) the parties
may disclose this Agreement in confidence to their respective
attorneys, accountants, auditors, tax preparers, and financial
advisors; (c) the Company may disclose this Agreement as
necessary to fulfill standard or legally required corporate
reporting or disclosure requirements; and (d) the parties may
disclose this Agreement insofar as such disclosure may be necessary
to enforce its terms or as otherwise required by law. In
particular, and without limitation, you agree not to disclose the
terms of this Agreement to any current or former Company
employee.
11.
Nondisparagement
. You agree not to disparage the Company, its
officers, directors, employees, shareholders, and agents, in any
manner likely to be harmful to its or their business, business
reputation or personal reputation; provided that you will respond
accurately and fully to any question, inquiry or request for
information when required by legal process.
12.
No Admissions
. You understand and agree that the promises and
payments in consideration of this Agreement shall not be construed
to be an admission of any liability or obligation by the Company to
you or to any other person, and that the Company makes no such
admission.
a.
General Release . In exchange for the
consideration under this Agreement to which you would not otherwise
be entitled, you hereby generally and completely release the
Company and its directors, officers, employees, sharehold
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