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EXHIBIT 10.2
TRANSITION AGREEMENT
This
Transition Agreement made as of this 31st day of January 2006 by
and
between Unica Corporation ("Unica" or "Company") and Richard M.
Darer ("Mr.
Darer").
WHEREAS,
Mr. Darer has served as the Company's Vice President and Chief
Financial Officer since March 2002;
WHEREAS,
Mr. Darer has indicated to the Company his desire to explore
various professional opportunities which have been or may be
presented to him;
and
WHEREAS,
the Company desires to secure his continued service for a
minimum
designated period of time to allow for the timely completion of his
current
assignments and to allow for an appropriate transition of duties to
a new Vice
President and Chief Financial Officer.
NOW,
THEREFORE, in consideration of the foregoing and the mutual
covenants
contained herein, the parties agree as follows.
1.
CONTRACTUAL STATUS. The parties agree that Mr. Darer will
remain
employed as the Company's Vice President and Chief Financial
Officer from the
date of this Transition Agreement until his resignation as Vice
President and
Chief Financial Officer on February 28, 2006, thereafter will
remain an employee
until his employment resignation on March 15, 2006 ("Contractual
Period"). The
parties further agree that Mr. Darer will continue to perform those
duties and
responsibilities customary and consistent with his position as Vice
President
and Chief Financial Officer until February 28, 2006. From March 1,
2006 until
March 15, 2006, Mr. Darer will remain an employee of the Company,
but will no
longer be Vice President and Chief Financial Officer. During this
Contractual
Period, Mr. Darer will continue to receive the same base salary,
fringe
benefits, and stock options vesting (including the March 11,2006
vesting) to
which he was entitled immediately prior to the execution date of
this Transition
Agreement. In the event that the Company chooses a successor to Mr.
Darer as
Vice President and Chief Financial Officer prior to February 28,
2006, Mr. Darer
agrees to immediately resign his position as Vice President and
Chief Financial
Officer, as well as other positions with any subsidiary or
affiliate of the
Company and he will assist the new Vice President and Chief
Financial Officer
for the remainder of the Contractual Period. In the event that the
Company
wishes to retain Mr. Darer's services after March 15, 2006 to
assist in the
transition process, Mr. Darer agrees to do so under a mutually
acceptable
consulting agreement, at a mutually agreed upon hourly rate of
pay.
2.
CONSIDERATION.
(a)
RELEASE. Upon the cessation of Mr. Darer's employment pursuant
to
Section 1 above, Mr. Darer shall, no later than March 23, 2006,
execute the
Release of Claims attached hereto as Exhibit A and, conditioned on
the execution
and nonrevocation by Mr. Darer of the Release of Claims, Mr. Darer
or, in the
event of Mr. Darer's death, his estate, shall be entitled to the
compensation
and benefits set forth in subparagraphs 2(b)-(g) below.
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(b)
PAYMENTS. In consideration for the promises made herein, the
Company
shall provide Mr. Darer payments commencing on the next regularly
scheduled pay
cycle following the date the Release of Claims referenced in
paragraph 2 above
becomes binding upon him in the amount of $8,083.84, less
applicable taxes and
withholdings for a period of nine (9) months. The total gross
amount of these
payments is $145,000.
(c) BONUS PAYMENT(s).
In consideration for the promises made herein, in
accordance with the terms, conditions and payment schedule of the
Company's FY06
Executive Bonus Plan, Mr. Darer will receive payment for the Q1
bonus, provided
the Company meets its financial targets or the Board at its
discretion awards
the bonus to other participants in the Executive Bonus Plan. In
addition, in
lieu of a Q2 bonus, Mr. Darer will be eligible to receive a
performance bonus of
$7,500 provided he competently performs his duties pursuant to this
Transition
Agreement and, if applicable, successfully transfers his duties to
a successor
as assessed by Carol Dane, Vice-President, Human Resources, in her
sole
discretion. If earned as determined by Ms. Dane, Mr. Darer will
receive this
bonus payment on March 16, 2006.
(d)
EXECUTIVE TRANSITION SERVICES. In order to provide you with the
identification of your next professional opportunity, the Company
will provide
you with up to $3,000 of executive services through Transition
Solutions,
provided the services are completed and paid by December 1,
2006.
(e)
EDUCATIONAL REIMBURSEMENT. The Company will reimburse Mr. Darer for
up
to $2,000 in tuition reimbursement for executive education
coursework of his
choice, provided the coursework is completed and the expense
reimbursement claim
received by the Company on or before September 30, 2006.
(f) HOME
COMPUTER. The Company will allow Mr. Darer to keep his current
home computer provided he allows the Company to remove all Company
programs,
applications and information from the computer prior to his
termination of
employment.
(g) HEALTH
AND DENTAL INSURANCE. The date Mr. Darer's employment with the
Company terminates pursuant to this Transition Agreement, March 15,
2006 (the
"Termination Date") will serve as the "qualifying event" under the
Consolidated
Omnibus Budget Reconciliation Act of 1985 ("COBRA"). If he timely
elects 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 his monthly premium payments for the same period he is
receiving
payments under paragraph 2 (b) above (the "Payment Period") or
until he obtains
other employment and completes any applicable insurance waiver or
waiting
period, whichever occurs first. Mr. Darer still will be responsible
for the
employee portion of the premium during the Payment Period and such
amounts will
be deducted from the payments.
(h) TAXES.
All amounts set forth in this Section 2 are subject to any
applicable federal, state and local deductions, withholdings,
payroll and other
taxes.
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(i)
TERMINATION OF BENEFITS. All other benefits, including life
insurance
and long term disability, will end upon the Termination Date.
(j)
SECTION 409A. The benefits received under this Transition
Agreement
are not considered "nonqualified deferred compensation" within the
meaning of
Internal Revenue Code Section 409A ("Section 409A"). Accordingly,
no reporting
under Section 409A is required. However, if the Company determines
in the future
that a Section 409A reporting is required for the consideration
paid to Mr.
Darer herein, it will notify Mr. Darer, in writing, in advance of
said
reporting.
3.
NON-DISCLOSURE, NON-COMPETITION AND NON-SOLICITATION OBLIGATIONS.
Mr.
Darer acknowledges and reaffirms all of his obligations, consistent
with
applicable law, to keep confidential and not to disclose any and
all non-public
information concerning the Company that he acquired during the
course of his
employment with the Company, including, but not limited to, any
non-public
information concerning the Company's business affairs, business
prospects and
financial condition, as is stated more fully in the
Non-Competition,
Nondisclosure and Developments Agreement, he executed on March 11,
2002 (the
"Non-Compete Agreement"), which remains in full force and
effect.
4. RETURN
OF COMPANY PROPERTY. Mr. Darer confirms that, as of March 15,
2006, he will return to the Company all keys, files, records (and
copies
thereof), equipment (including, but not limited to, software and
printers,
wireless handheld devices, cellular phones, pagers, but not his
computer as set
forth in paragraph 2 (f)), Company identification, Company vehicles
and any
other Company-owned property in his possession or control, and that
he will
leave intact all electronic Company documents, including, but not
limited to,
those which he developed or helped develop during his employment.
Mr. Darer
agrees that in the event that he discovers any other Company or
proprietary
materials in his possession after the Termination Date, he will
immediately
return such materials to Ms. Dane at the Company. Mr. Darer further
confirms
that he will have cancelled all accounts for his benefit, if any,
in the
Company's name, including, but not limited to, credit cards,
telephone charge
cards, cellular phone and/or pager accounts and computer
accounts.
5. MR.
DARER'S RELEASE OF CLAIMS. In consideration of the benefits
provided for in this Transition Agreement, which Mr. Darer
acknowledges he would
not otherwise be entitled to receive, Mr. Darer 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 "Re
