Common use of Payments Upon Termination of Employment Clause in Contracts

Payments Upon Termination of Employment. (a) If Executive’s employment with the Company (x) is terminated by the Company for any reason other than for Cause (as defined below), or (y) terminates due to death or Disability, then, subject to Section 13(g), Section 13(h), Section 13(i), and Section 13(j): (i) the Company shall pay to Executive in a lump sum an amount equal to twelve (12) months base salary, at the rate of Executive’s base salary in effect as of the Termination Date, less applicable withholdings; and (ii) if Executive elects to continue his group medical or dental insurance coverage with the Company following the termination of his employment with the Company, the Company shall reimburse him for the portion of the premiums that the Company would have paid had Executive remained employed with the Company, at the same level of coverage that was in effect as of the Termination Date, for a period of twelve (12) consecutive months after the Termination Date. (b) If within twelve (12) months following a Change in Control (as defined in the Stellent, Inc. 2005 Equity Incentive Plan, as may be amended from time to time) Executive’s employment with the Company (x) is terminated by the Company for any reason other than for Cause (as defined below), (y) is terminated by Executive for Good Reason (as defined below), or (z) terminates due to death or Disability, then in lieu of any benefits under Section 13(a) above, and subject to Section 13(g), Section 13(h), Section 13(i), and Section 13(j): (i) Executive shall receive severance benefits on the same terms as set forth in Section 13(a) above, and (ii) any outstanding and unvested stock options held by Executive as of the Termination Date shall vest on the first business day following expiration of any rescission periods applicable to the release of claims required pursuant to Section 13(h), provided that Executive has not rescinded the release of claims. (c) If Executive’s employment with the Company is terminated by reason of: (i) Executive’s abandonment of his employment or Executive’s resignation for any reason (other than resignation for Good Reason within twelve (12) months following a Change in Control); or (ii) termination of Executive’s employment by the Company for Cause (as defined below), the Company shall pay to Executive or his beneficiary or his estate, as the case may be, his base salary through the Termination Date.

Payments Upon Termination of Employment. (a) If Executive’s employment with the Company (x) is terminated by the Company for any reason other than for without Cause (as defined below)or if Executive resigns with Good Reason, or (y) terminates due and the Termination Date is prior to death or Disabilitythe expiration of the Term and not during the Change of Control Period, thenthen the Company will, subject to the conditions in Section 13(g9(h), Section 13(h)including, Section 13(i)without limitation, subject to the condition that Executive is in compliance with the terms of Sections 5, 6 and Section 13(j): (i) the Company shall 7 hereof, pay to Executive in a lump sum as severance pay an amount equal to twelve One Million Five Hundred Thousand Dollars (12) months base salary$1,500,000). If, at prior to the rate of Executive’s base salary in effect as expiration of the Termination DateTerm and during the Change of Control Period, less applicable withholdings; and (ii) if Executive elects to continue his group medical or dental insurance coverage with the Company following the termination of his employment with the Company, the Company shall reimburse him for the portion of the premiums that the Company would have paid had Executive remained employed with the Company, at the same level of coverage that was in effect as of the Termination Date, for a period of twelve (12) consecutive months after the Termination Date. (b) If within twelve (12) months following a Change in Control (as defined in the Stellent, Inc. 2005 Equity Incentive Plan, as may be amended from time to time) Executive’s employment with the Company (x) is terminated by the Company for any reason other than for Cause (as defined belowwithout Cause, or if Executive resigns with Good Reason, then the Company will, subject to the conditions in Section 9(h), (y) is terminated by Executive for Good Reason (as defined below)including, or (z) terminates due to death or Disabilitywithout limitation, then in lieu of any benefits under Section 13(a) above, and subject to Section 13(g)the condition that Executive is in compliance with the terms of Sections 5, Section 13(h)6 and 7 hereof, Section 13(i), pay to Executive as severance pay an amount equal to two (2) times the sum of Executive’s then Base Salary and Section 13(j): (i) target annual bonus for the Company’s fiscal year in which the Termination Date occurs. In addition Executive shall be entitled to receive severance benefits on the same terms as Accrued Obligations and the rights set forth in Section 13(a8(d) above, andhereof. Executive shall not be entitled to any payments under this Section 9(a) in connection with termination of Executive’s employment for any reason following the expiration of the Term. (iib) any outstanding Severance pay pursuant to Section 9(a) will be paid to Executive in twelve (12) equal monthly installments, less all legally required and unvested stock options held by Executive as authorized deductions and withholdings, commencing on the first normal payroll date of the Company after the sixty (60) day period following the Termination Date shall vest (but commencing no later than 90 days after his Termination Date); provided, however, that if the Termination Date takes place during the Change of Control Period, such payment will be made in a lump sum on the first business day following expiration of any rescission periods applicable to date which is sixty (60) days after the release of claims required pursuant to Section 13(h), provided that Executive has not rescinded the release of claimsTermination Date. (c) If Executive’s employment with the Company is terminated for any reason after the end of the Term (i.e., while Executive is an employee-at-will) or is terminated on or prior to the expiration of the Term by reason of: (i) Executive’s abandonment resignation without Good Reason or other voluntary termination of his employment or Executive’s resignation for any reason (other than resignation for Good Reason within twelve (12) months following a Change in Control); oremployment; (ii) termination of Executive’s employment by the Company for Cause Cause; (as defined belowiii) Executive’s Disability; or (iv) Executive’s death, then Executive will only be entitled to receive the Accrued Obligations and other rights in Section 8(d), the Company shall pay to Executive or his beneficiary or his estate, as the case may be, his base salary through the Termination Date.

Payments Upon Termination of Employment. (a) If Executive’s employment with The Executive shall be entitled to the Company (xbenefits described in Section 5(c) is terminated by only in the Company for any reason other than for Cause (as defined below), or (y) terminates due to death or Disability, then, subject to Section 13(g), Section 13(h), Section 13(i), and Section 13(j): (i) the Company shall pay to Executive in a lump sum an amount equal to twelve (12) months base salary, at the rate of Executive’s base salary in effect as of the Termination Date, less applicable withholdings; and (ii) if Executive elects to continue his group medical or dental insurance coverage with the Company following the termination of event that his employment with the Company, the Company shall reimburse him for the portion Corporation is terminated in conjunction with a Change of the premiums that the Company would have paid had Executive remained employed with the Company, at the same level of coverage that was Control as described in effect as of the Termination Date, for a period of twelve (12) consecutive months after the Termination DateSection 5(c). (b) If within twelve (12) months following a Change in Control (as defined in the Stellent, Inc. 2005 Equity Incentive Plan, as may be amended from time to time) Executive’s 's employment with the Company (x) is terminated by the Company Corporation for any reason Cause or if the Executive terminates his employment other than for Cause (as defined below)Good Reason, (y) is terminated by Executive for Good Reason (as defined below), or (z) terminates due to death or Disability, then in lieu of any benefits under Section 13(a) above, and subject to Section 13(g), Section 13(h), Section 13(i), and Section 13(j): (i) the Executive shall receive severance not be entitled to the benefits on the same terms as set forth in Section 13(a5(c) above, and (ii) any outstanding but the restrictions set forth in Sections 3 and unvested stock options held by Executive as of the Termination Date 4 hereof shall vest on the first business day following expiration of any rescission periods applicable to the release of claims required pursuant to Section 13(h), provided that Executive has not rescinded the release of claimscontinue in full force and effect. (c) If the Executive’s 's employment with the Company is terminated by reason of: (i) Executive’s abandonment of his employment or Executive’s resignation for any reason (the Corporation other than resignation for Good Reason Cause within twelve the period beginning on the date of the Change of Control (12as defined in Section 8(g)) and ending on the date that is twenty-four (24) months following a the later of (I) the date of the Change in Control); or of Control or (ii) termination in the case of Executive’s employment by the Company for Cause a Change of Control described in Sections 8(c) or (as defined belowd), the Company date on which the transaction resulting in the Change of Control was consummated, or if the Executive terminates his employment for Good Reason, then the Corporation shall make a lump-sum cash payment to the Executive equal to one and one-half times the sum of (A) his highest Annual Salary during the three-calendar-year period ending before the effective date of the termination and (B) an amount equal to the highest annual MICP award earned during the three-complete-plan-year period ending before the effective date of the termination. The lump sum payment shall be made no later than thirty (30) days following the effective date of the termination. In such event, the Corporation shall also maintain in full force and effect (and the Executive shall remain a participant in), for a minimum period of eighteen (18) months following the termination, all employee benefit plans and programs to which the Executive was entitled prior to the date of termination, including, but not limited to, pension, profit-sharing, savings, supplemental retirement income, medical and health-and-accident plans and arrangements and the Corporation's Automobile Capital Cost Reimbursement Plan, if the Executive's continued participation is permitted under the general terms and conditions and rules and regulations of such plans and programs. In the event that the Executive's continued participation in any such plan or program is prohibited, the Executive shall be entitled to receive an amount equal to the annual contribution, payments, premiums, credits or allocations made by the Corporation to him, to his account or on his behalf under such plans and programs from which his continued participation is barred, except that if Executive's participation in any health, medical, life insurance, or disability plan or program is barred, the Corporation shall use its best efforts to obtain and pay for, on Executive's behalf, individual insurance plans, policies or programs which provide to Executive or his beneficiary or his estatehealth, as medical, life and disability insurance coverage which is equivalent to the case may be, his base salary through insurance coverage to which Executive was entitled prior to the Termination Datedate of termination.

Payments Upon Termination of Employment. (18.1. Should the Employee’s employment be terminated at any time a) If Executive’s employment with the Company (x) is terminated by the Company Corporation for any reason other than for Cause (as defined below)Cause, or (yb) terminates due to upon the death or Disabilitythe Incapacity of the Employee or c) upon the Employee’s resignation, then, subject to Section 13(g), Section 13(h), Section 13(i), and Section 13(j): (i) the Company Corporation shall pay to Executive in a lump sum an amount equal to twelve the Employee (12or his estate), within ten (10) months base salary, at the rate of Executive’s base salary in effect as of the Termination Date, less applicable withholdings; and (ii) if Executive elects to continue his group medical or dental insurance coverage with the Company days following the termination of his employment with the Companyemployment, in one lump sum (less statutory deductions at source), the Company Basic Payments. The Employee shall reimburse him for not be entitled to receive any pay in lieu of notice, severance pay or any indemnity whatsoever other than the portion of the premiums that the Company would have paid had Executive remained employed with the Company, at the same level of coverage that was in effect as of the Termination Date, for a period of twelve (12) consecutive months after the Termination DateBasic Payments. 18.2. Should (a) the Employee’s employment be terminated by the Corporation without Cause or (b) If the Employee resign for Good Reason within one hundred and eighty (180) days following the date of a Change of Control (each, an “Involuntary Termination”), the Corporation shall pay to the Employee, within ten (10) days following the Involuntary Termination the following payment depending on the date of the Involuntary Termination, in each case less applicable deductions: 18.2.1. Three (3) months of Base Salary, if the date of Involuntary Termination is between nine (9) and twelve (12) months following a Change in Control the execution of this Agreement; 18.2.2. Six (as defined in 6) months of Base Salary, if the Stellent, Inc. 2005 Equity Incentive Plan, as may be amended from time to time) Executive’s employment with the Company (x) date of Involuntary Termination is terminated by the Company for any reason other than for Cause (as defined below), (y) is terminated by Executive for Good Reason (as defined below), or (z) terminates due to death or Disability, then in lieu of any benefits under Section 13(a) above, and subject to Section 13(g), Section 13(h), Section 13(i), and Section 13(j): (i) Executive shall receive severance benefits on the same terms as set forth in Section 13(a) above, and (ii) any outstanding and unvested stock options held by Executive as of the Termination Date shall vest on the first business day following expiration of any rescission periods applicable to the release of claims required pursuant to Section 13(h), provided that Executive has not rescinded the release of claims. (c) If Executive’s employment with the Company is terminated by reason of: (i) Executive’s abandonment of his employment or Executive’s resignation for any reason (other than resignation for Good Reason within between twelve (12) months and fifteen (15) months following a Change in Control)the execution of this Agreement; 18.2.3. Twelve (12) months of Base Salary, if the date of Involuntary Termination is between fifteen (15) months and twenty-four (24) months following the execution of this Agreement; or 18.2.4. Twelve (ii12) months of Base Salary plus one (1) month of Base Salary per year of service completed beyond twenty-four (24) months, up to an aggregate maximum of eighteen (18) months of Base Salary, if the date of Involuntary Termination is after twenty-four (24) months following the execution of this Agreement. 18.3. The Employee recognizes and accepts that the Corporation shall not, in any case, be responsible for any additional amount, indemnity in lieu of notice, severance pay or other damages arising from the termination of Executive’s employment by his employment, except for those specifically provided for herein. 18.4. The Employee shall give to the Company for Cause (as defined below), Corporation a full and satisfactory release upon receipt of the Company shall pay to Executive or his beneficiary or his estate, as the case may be, his base salary through the Termination Dateamounts described in this Article 18.

Payments Upon Termination of Employment. (a) If 17.1. Should the Executive’s employment with the Company (x) is be terminated by the Company for any reason other than for Cause (as defined below), or (y) terminates due to death or Disability, then, subject to Section 13(g), Section 13(h), Section 13(i), and Section 13(j): (i) at any time by the Company Corporation for Cause or (ii) upon the Executive’s resignation without Good Reason, the Corporation shall pay to Executive in a lump sum an amount equal to twelve the Executive, within ten (1210) months base salary, at the rate of Executive’s base salary in effect as of the Termination Date, less applicable withholdings; and (ii) if Executive elects to continue his group medical or dental insurance coverage with the Company days following the termination of his employment with the Companyemployment, in one lump sum (less statutory deductions at source), the Company shall reimburse him for the portion of the premiums that the Company would have paid had Executive remained employed with the Company, at the same level of coverage that was in effect as of the Termination Date, for a period of twelve (12) consecutive months after the Termination DateBasic Payments. (b) If within twelve (12) months following a Change in Control (as defined in 17.2. Should the Stellent, Inc. 2005 Equity Incentive Plan, as may be amended from time to time) Executive’s employment with be terminated at any time upon the Company (x) is terminated by the Company for any reason other than for Cause (as defined below), (y) is terminated by Executive for Good Reason (as defined below), or (z) terminates due to death or Disability, then in lieu of any benefits under Section 13(a) above, and subject to Section 13(g), Section 13(h), Section 13(i), and Section 13(j): (i) Executive shall receive severance benefits on the same terms as set forth in Section 13(a) above, and (ii) any outstanding and unvested stock options held by Executive as Incapacity of the Termination Date shall vest on the first business day following expiration of any rescission periods applicable to the release of claims required pursuant to Section 13(h), provided that Executive has not rescinded the release of claims. (c) If Executive’s employment with the Company is terminated by reason of: (i) Executive’s abandonment of his employment or Executive’s resignation for any reason (other than resignation for Good Reason within twelve (12) months following a Change in Control); or (ii) termination of Executive’s employment by the Company for Cause (as defined below), the Company Corporation shall pay to the Executive or his beneficiary (or his estate, as applicable), within ten (10) days following the termination of his employment, in one lump sum (less statutory deductions at source), the Basic Payments plus his earned but unpaid bonuses, calculated pro rata, in the case may beof the fiscal year during which termination of employment occurs, on a per diem basis from the first day of such fiscal year to the date of termination, which bonus shall be paid at the moment set forth in Section 5.2 of this Agreement. 17.3. Should the Executive’s employment be terminated by the Corporation without Cause or by the resignation of the Executive for Good Reason, the Corporation shall pay to the Executive (i) the Basic Payments (provided that the bonus payable will be calculated based on the higher of (a) his base salary through bonus percentage for the Termination Datelast fiscal year prior to the termination of his employment and (b) the average of his bonus percentages for the last two (2) fiscal years prior to the termination of his employment), and (ii) 18 months of Base Salary, in each case to be paid within ten (10) days following the termination of his employment, in one lump sum (less statutory deductions at source) (except that the bonus forming part of the Basic Payments will be paid at the moment set forth in Section 5.2 of this Agreement). 17.4. The Executive recognizes and accepts that the Corporation shall not, in any case, be responsible for any additional amount, indemnity in lieu of notice, severance pay or other damages arising from the termination of his employment, except for those specifically provided for herein. 17.5. The Executive shall give to the Corporation a full and satisfactory release upon receipt of the amounts described in this Article 17.

Payments Upon Termination of Employment. (a) If After the termination of Executive’s employment with employment, the Company (x) is terminated by the Company for any reason other than for Cause (as defined below), or (y) terminates due to death or Disability, thenshall, subject to the conditions in Section 13(g), Section 13(h), Section 13(i), and Section 13(j4(b): (i) the Company shall pay to Executive as severance pay $472,500 in a lump sum an amount equal installments commencing on the Company’s first regular payday that is no less than six months after the Termination Date (currently July 22, 2007) and continuing according to twelve the Company’s regular payroll schedule through April 8, 2008; (12ii) months base salaryif following the Termination Date Executive elects to continue his group health, at the rate dental and vision coverage through COBRA for himself and those of Executive’s base salary in effect his eligible dependents who were covered as of the Termination Date, less applicable withholdingspay to the plan administrator all of the continuation premium for coverage from February 1, 2007 through April 30, 2008; provided, however, such Company payments for coverage shall end on such earlier date as (x) Executive or his dependents (as the case may be) are offered comparable coverage through another employer, or (y) Executive or his dependents (as the case may be) cease to be eligible for continuation coverage, which ever occurs first; and (iiiii) if pay to Executive, as reimbursement for one year’s premium paid by Executive elects to continue his group medical or dental in April 2007 for coverage through April 2008 under those certain Northwestern Mutual Insurance Company $1,000,000 life insurance coverage with the Company following the termination of his employment with the Company, the Company shall reimburse him for the portion of the premiums that the Company would have paid had Executive remained employed with the Company, at the same level of coverage that was policies and supplemental disability insurance policy in effect as of the Termination Datedate hereof, the aggregate premiums paid by Executive for such coverage, which payment will be made in a period of twelve lump sum on the Company’s first regular payday (12currently July 22, 2007) consecutive that is no less than six months after the Termination Date. (b) If within twelve (12) months following a Change in Control (as defined in Notwithstanding the Stellentforegoing provisions of this Section 4, Inc. 2005 Equity Incentive Plan, as may be amended from time to time) Executive’s employment with the Company (x) is terminated by shall not be obligated to make any payments to or for the Company for any reason other than for Cause (as defined below), (y) is terminated by benefit of Executive for Good Reason (as defined below), or (z) terminates due to death or Disability, then in lieu of any benefits and his eligible dependents under Section 13(a4(a) above, and subject to Section 13(g), Section 13(h), Section 13(i), and Section 13(j): hereof unless: (i) Executive shall, after the Termination Date, have signed and delivered to the Company a release of claims in favor of the Company and its Affiliates substantially in the form attached hereto as Exhibit A, and all applicable consideration and rescission periods provided by law shall receive severance benefits on the same terms as set forth in Section 13(a) above, and have expired; and (ii) any outstanding and unvested stock options held by Executive is as of the Termination Date shall vest on dates of such payments in strict compliance with the first business day following expiration terms of any rescission periods applicable to the release Employment Agreement that survive the termination of claims required pursuant to Section 13(h), provided that Executive has not rescinded Executive’s employment and with the release terms of claimsthis Agreement. (c) If Executive’s employment with Upon the Company is terminated by reason of: (i) Executive’s abandonment of his employment or Executive’s resignation for any reason (other than resignation for Good Reason within twelve (12) months following a Change in Control); or (ii) termination of Executive’s employment by employment, the Company for Cause (as defined below), sole obligation of the Company shall pay be its obligation to make the payments called for by Sections 3 and 4 above, and the Company shall have no other obligation to Executive or to his beneficiary or his estate, except as otherwise provided by law, under the case may beterms of any employee benefit plans or programs then maintained by the Company in which Executive participates, his base salary through or under the terms of any stock option agreements to which Executive is a party. Executive hereby waives all claims to payments pursuant to Section 10 (“Payments upon Termination Dateof Employment”) of the Employment Agreement.

Payments Upon Termination of Employment. (a) If ExecutiveEmployee’s employment with the Company (x) is terminated by the Company for any reason other than for Cause (as defined below), or (y) terminates due to death or Disability, then, subject to Section 13(g), Section 13(h), Section 13(i), and Section 13(j): (i) the Company shall pay to Executive Employee in a lump sum an amount equal to twelve six (126) months base salary, at the rate of ExecutiveEmployee’s base salary in effect as of the Termination Date, less applicable withholdings; and (ii) if Executive Employee elects to continue his group medical or dental insurance coverage with the Company following the termination of his employment with the Company, the Company shall reimburse him for the portion of the premiums that the Company would have paid had Executive Employee remained employed with the Company, at the same level of coverage that was in effect as of the Termination Date, for a period of twelve six (126) consecutive months after the Termination Date. (b) If within twelve (12) months following a Change in Control (as defined in the Stellent, Inc. 2005 Equity Incentive Plan, as may be amended from time to time) ExecutiveEmployee’s employment with the Company (x) is terminated by the Company for any reason other than for Cause (as defined below), (y) is terminated by Executive Employee for Good Reason (as defined below), or (z) terminates due to death or Disability, then in lieu of any benefits under Section 13(a) above, and subject to Section 13(g), Section 13(h), Section 13(i), and Section 13(j): (i) Executive Employee shall receive severance benefits on the same terms as set forth in Section 13(a) above, and (ii) any outstanding and unvested stock options held by Executive Employee as of the Termination Date shall vest on the first business day following expiration of any rescission periods applicable to the release of claims required pursuant to Section 13(h), provided that Executive Employee has not rescinded the release of claims. (c) If ExecutiveEmployee’s employment with the Company is terminated by reason of: (i) ExecutiveEmployee’s abandonment of his employment or ExecutiveEmployee’s resignation for any reason (other than resignation for Good Reason within twelve (12) months following a Change in Control); or (ii) termination of ExecutiveEmployee’s employment by the Company for Cause (as defined below), the Company shall pay to Executive Employee or his beneficiary or his estate, as the case may be, his base salary through the Termination Date.