Exhibit 10.03
May 21, 2009
VIA HAND
DELIVERY
Mr. Michael
Shannahan
Dear Mike:
This letter confirms the agreement
between you and KANA Software, Inc (“the Company”)
concerning the terms of your separation and offers you the
separation compensation we discussed in exchange for a general
release of claims and covenant not to sue.
1. Separation Date :
May 18, 2009 is your last day of employment with the Company
(the “Separation Date”).
2. Acknowledgment of Payment of
Wages : By your signature below, you acknowledge that on the
Separation Date, we provided you a final paycheck for all wages,
salary, bonuses, commissions, reimbursable expenses, accrued
vacation and any similar payments due you from the Company as of
the Separation Date. By signing below, you acknowledge that the
Company does not owe you any other amounts. You specifically
acknowledge that you are not owed, and will not receive, an
incentive bonus for 2008.
3. Separation Compensation :
In exchange for your agreement to the general release and waiver of
claims and covenant not to sue set forth in paragraphs 6 and 7
below and your other promises herein, the Company agrees to provide
you with the following:
a. Severance : The Company
agrees to pay you, following the Effective Date (as defined in
paragraph 17 below) of this agreement, a total of $137,500, less
applicable state and federal payroll deductions, which constitutes
six months of your annual base salary. The Company will pay the
severance to you on or before June 1, 2009. In addition,
subject at all times to your compliance with the terms of this
Agreement, including without limitation the provisions of
Section 7 below, the Company agrees to pay to you $27,552.00,
less applicable state and federal payroll deductions. This payment
will be payable in six equal installments with the first payment
(1/6) on June 1, 2009, the second payment (1/6) on
June 15, 2009, the third payment (1/6) on July 15,
2009, the fourth payment (1/6) on August 15, 2009, the
fifth payment (1/6) on August 15, 2009, and the last
payment (1/6) on September 15, 2009.
b. COBRA: Upon your timely election
to continue your existing health benefits under COBRA, and
consistent with the terms of COBRA and the Company’s health
insurance plan, the Company will pay the insurance premiums to
continue your existing health benefits for six months
Mike Shannahan
May 21, 2009
Page 2
following the Separation Date. You will remain
responsible for, and must continue to pay, the portion of premiums,
co-payments, etc. that you would have paid had your employment
continued. You are also responsible to make the timely election to
continue your existing health benefits under COBRA. Information
concerning COBRA continuation coverage will be provided to you from
IGOE COBRA administrators. You have 60 days from the
Separation Date to notify IGOE in writing of your election to
continue your coverage.
c. Laptop Computer : You may
keep possession of the Company provided laptop computer valued at
approximately $687.00 under the condition that the software on the
laptop, which is licensed to the Company, will be removed.
Therefore, the Company shall arrange to coordinate with You a time
when you and the Company can remove the software licenses belonging
to the Company as soon as feasible immediately following execution
of this Agreement.
By signing below, you acknowledge
that you are receiving the separation compensation outlined in this
paragraph in consideration for waiving your rights to claims
referred to in this agreement and that you would not otherwise be
entitled to the separation compensation.
4. Return of Company Property
: You hereby warrant to the Company that you have returned to the
Company all property or data of the Company of any type whatsoever
that has been in your possession or control.
5. Confidential Information :
You hereby acknowledge that you are bound by the attached Employee
Invention Assignment, Confidentiality and Arbitration Agreement (
Exhibit A ), and that as a result of your employment
with the Company you have had access to the Company’s
Proprietary Information (as defined in Exhibit A), that you will
hold all Proprietary Information in strictest confidence and that
you will not make use of such Proprietary Information on behalf of
anyone. You further confirm that you have delivered to the Company
all documents and data of any nature containing or pertaining to
such Proprietary Information and that you have not taken with you
any such documents or data or any reproduction thereof.
6. Mutual General Release and
Waiver of Claims :
a. The payments and promises set
forth in this agreement are in full satisfaction of all accrued
salary, vacation pay, bonus and commission pay, profit-sharing,
stock options, termination benefits or other compensation to which
you may be entitled by virtue of your employment with the Company
or your separation from the Company. To the fullest extent
permitted by law, you hereby release and waive any other claims you
may have against the Company and its owners, agents, officers,
shareholders, employees, directors, attorneys, subscribers,
subsidiaries, affiliates, successors and assigns (collectively
“Releases”), whether known or not known, including,
without limitation, claims under any employment laws, including,
but not limited to, claims of unlawful discharge, breach of
contract, breach of the covenant of good faith and fair dealing,
fraud, violation of public policy, defamation, physical injury,
emotional distress, claims for additional compensation or benefits
arising out of your employment or your separation of employment,
claims under Title VII of the 1964 Civil Rights Act, as amended,
the California Fair Employment and Housing Act and any other laws
and/or regulations relating to employment or employment
discrimination, including, without limitation, claims based
on
Mike Shannahan
May 21, 2009
Page 3
age or under the Age Discrimination in
Employment Act or Older Workers Benefit Protection Act, and/or
claims based on disability or under the Americans with Disabilities
Act. To the fullest extent permitted by law, the Company hereby
releases and waives any claims it may have against you and your
agents, successors and assigns arising out of, related to or
connected with your employment with the Company.
b. By signing below, you and the
Company expressly waive any benefits of Section 1542 of the
Civil Code of the State of California, which provides as
follows:
“A GENERAL RE
