EXHIBIT 10.21
AMENDMENT TO EXECUTIVE SEVERANCE
AGREEMENT
This amendment (the “
Amendment ”) is made by and between
_________ (the “ Executive ”) and
Informatica Corporation (the “ Company ”
and together with the Executive hereinafter collectively referred
to as the “ Parties ”).
WHEREAS , the Parties previously entered into an
Executive Severance Agreement effective ___________, as amended
(the “ Prior Agreement ”); and
WHEREAS , the Parties wish to amend the Prior
Agreement in order to bring such terms into compliance with
Section 409A of the Internal Revenue Code of 1986, as amended and
the final regulations and other official guidance thereunder, as
set forth below.
NOW, THEREFORE , for good and valuable consideration, the
Parties agree as follows:
1. Section
3(a) shall be deleted in its entirety and replaced with
“Termination Without Cause or Resignation
for Good Reason in Connection with a Change of Control
. If Executive’s
employment is terminated by the Company without Cause or by
Executive for Good Reason, and the termination is in connection
with a Change of Control, then, subject to Section 4,
Executive will receive: (i) continued payment of his or her
base salary for a period of the period of 12 months following the
date of the termination (the “Continuance Period”)
(such that the amount paid in each month shall be the same but if
the separation agreement and release of claims are not complete
within the first sixty (60) days that the initial payment shall
include any other payments that would have been made prior to the
completion of the separation agreement and release of claims), if
Executive is entitled to receive payments under this
Section 3(a)), (iii) reimbursement for any applicable
premiums to continue coverage for Executive and Executive’s
eligible dependents under the Company’s Benefit Plans for the
Continuance Period, or, if earlier, until Executive is eligible for
similar benefits from another employer (provided Executive validly
elects to continue coverage under applicable law), (iv) twelve
months accelerated vesting of equity awards (whether such equity
awards were granted prior to or on or after the Effective Date);
and (iv) a lump sum payment equal to Executive’s annual
on-target bonus, commissions or variable earnings, assuming Company
performance at 100% of target for Company bonus or commissions
determination.”
2.
Section 4(a) shall be deleted in its entirety and replaced
with :
“Separation Agreement and Release of
Claims . The
receipt of any severance pursuant to Section 3 will be subject to
Executive signing and not revoking a separation agreement and
release of claims in a form reasonably acceptable to the Company,
and provided further that separation agreement and release of
claims are executed and become effective no later than sixty (60)
days following the termination date. No severance will
be paid or provided until the separation agreement and release
agreement becomes effective.”
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A new
paragraph is added to become Section 4(b) as follows and the
existing Sections 4(b), 4(c), 4(d) and 4(e) become Sections (4(c),
4(d), 4(e) and 4(f) respectively :
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“Timing
of Payments. Any severance payments or benefits under
this Severance Agreement that would be considered Deferred
Compensation Separation Benefits (as defined in Section 5) shall be
paid on, or, in the case of installments, shall not commence until,
the sixtieth (60 th )
day following Executive’s separation from service, or, if
later, such time as required by Section 5. Any
installment payments that would have been made to Executive during
the sixty (60) day period immediately following the
Executive’s separation from service but for the preceding
sentence shall be paid to Executive on the sixtieth (60
th ) day following the Executive’s separation
from service and the remaining payments shall be made as provided
in this Severance Agreement.”
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A new
section is added to become Section 5 as follows and the existing
Sections 6 through 17 become Sections 7 through 18
respectively :
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“Section
5. Section 409A.
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Notwithstanding
anything to the contrary in this Severance Agreement, no severance
payable to Executive, if any, pursuant to this Agreement, when
considered together with any other severance payments or separation
benefits that are considered deferred compensation under Section
409A of the Intern
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