Exhibit 10.13
ADVENT
SOFTWARE, INC.
EXECUTIVE SEVERANCE
PLAN
This Executive
Severance Plan (the “Plan”) is adopted by Advent
Software, Inc. (the “Company” effective
March 14, 2006, (the “ Effective Date ”) and applies to
executive level direct reports of the CEO and the President and
CEO.
RECITALS
1.
It is expected
that the Company from time to time will consider the possibility of
restructuring within the Company or an acquisition by another
company or other change of control. The Board of Directors of the
Company (the “Board”) recognizes that such
consideration can be a distraction to the Executive and can cause
the Executive to consider alternative employment opportunities. The
Board has determined that it is in the best interests of the
Company and its stockholders to assure that the Company will have
the continued dedication and objectivity of the Executive,
notwithstanding the possibility, threat or occurrence of a
restructuring or Change of Control (as defined herein) of the
Company.
2.
The Board
believes that it is in the best interests of the Company and its
stockholders to provide the Executive with an incentive to continue
his employment and to motivate the Executive to maximize the value
of the Company upon a Change of Control for the benefit of its
stockholders.
3.
The Board
believes that it is imperative to provide the Executive with
certain severance benefits upon the Executive’s termination
of employment, including following a Change of Control. These
benefits will provide the Executive with enhanced financial
security and incentive and encouragement to remain with the Company
notwithstanding the possibility of a Change of Control.
4.
Certain
capitalized terms used in the Plan are defined in Section 4
below.
PLAN
1.
Term of
Plan .
This Plan shall terminate upon the date that all of the obligations
of the parties hereto with respect to this Plan have been
satisfied.
2.
At-Will
Employment . The Executive’s
employment with the Company is “at-will” employment and
may be terminated by the Company at any time with or without
cause or notice. This Plan does not create any right to continued
employment. Further, the Executive’s job performance nor
promotions, commendations, bonuses or the like from the Company do
not give rise to or in any way serve as the basis for modification,
amendment, or extension, by implication or otherwise, of his
employment with the Company.
3.
Severance and
Termination .
(a)
Involuntary
Termination . If Executive’s
employment with the Company is terminated other than voluntarily or
for “Cause” (as defined herein), and Executive signs
the Company’s release of claims in favor of the Company,
then Executive shall be entitled
to (i) continuing payments of severance pay at a rate equal to
his base salary rate, as then in effect, for a period of twelve
(12) months from the date of such termination, to be paid
periodically in accordance with the Company’s normal payroll
policies; (ii) receive all expense reimbursements and any
other benefits due to Executive through the date of termination of
employment in accordance with established Company plans and
policies applicable to Executive, (iii) receive Company-paid
coverage for a period of twelve (12) months for himself and his
eligible dependents under the Company’s health benefit plans
(or, at the Company’s option, coverage under a separate
plan), (iv) have all of Executive’s outstanding equity
compensation (stock options (right to purchase common stock of the
Company), stock appreciation rights, restricted stock, restricted
stock units, or performance shares, “Equity
Compensation”) on the termination date, have their
vesting accelerated as to twelve (12) months of additional vesting;
with post-termination exercisability as specified in the applicable
Equity Compensation agreement, and (v) receive such other
compensation or benefits from the Company as may be required
by law..
(b)
Termination
due to Death or Disability . If Executive’s
employment with the Company is terminated due to his death or his
becoming Disabled, then Executive or Executive’s estate (as
the case may be) will (i) receive the Base Salary for a
period of six (6) months from the date of such
termination of employment, (ii) receive Company-paid coverage
for a period of six (6) months for Executive (if applicable)
and Executive’s eligible dependents under the Company’s
health benefit plans (or, at the Company’s option, coverage
under a separate plan), (iii) receive all expense
reimbursements and any other benefits due to Executive through the
date of termination of employment in accordance with
Company-provided or paid plans and policies applicable to
Executive, and (iv) not be entitled to any other compensation
or benefits from the Company except to the extent required by
law.
(c)
Involuntary
Termination for Cause . If the Company terminates
Executive’s employment with the Company for Cause, then
Executive will (i) receive the Base Salary through the date of
termination of employment, (ii) receive all expense
reimbursements and any other benefits due to Executive through the
date of termination of employment in accordance with established
Company plans and policies applicable to Executive, and
(iii) not be entitled to any other compensation or benefits
from the Company except as may be required by law. No other
compensation or benefits will be paid or provided to the Executive
under this Plan on account of a termination for Cause, or for
periods following the date when such a termination of employment is
effective.
(d)
Change of
Control Benefits . If the Executive’s
employment with the Company is terminated (i) other than
(A) voluntarily without Good Reason or (B) for Cause, and
(ii) within twelve (12) months after a Change of Control, then
promptly following such termination of employment, subject to
Executive signing a standard release of claims in favor of the
Company, Executive will (i) receive all expense reimbursements
and any other benefits due to Executive through the date of
termination of employment in accordance with the Company’s
then existing
2
employee benefit plans and
policies applicable to Executive, (ii) be paid his then
existing Base Salary for a period of twelve (12) months following
his termination of employment, (iii) receive Company-paid
coverage for a period of twelve (12) months for himself and his
eligible dependents under the Company’s health benefit plans
(or, at the Company’s option, coverage under a separate
plan), (iv) have all of Executive’s outstanding equity
compensation (stock options (right to purchase common stock of
t
|
