Exhibit 10.6(b)
Centra Software, Inc.
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
May 27, 1999
To: Xxxxxxx X. Xxxxxxx
Re: SEVERANCE COMPENSATION
Dear Xxxxx:
The purpose of this letter is to set forth our agreement regarding
certain arrangements in the event of termination of your employment with Centra
Software, Inc. ("the Company"), as follows:
1. DEFINITION. As used in this agreement "Cause" shall mean (i) any act
of personal dishonesty committed by you in connection with your responsibilities
as an employee and intended to result in your substantial personal enrichment,
(ii) your conviction for a felony, (iii) a willful act by you which constitutes
gross misconduct and which is injurious to the Company, or (iv) continued,
intentional violations by you of your obligations as an employee of the Company
after the Company has delivered to you a written demand for performance which
describes the basis for the Company's belief that you have not substantially
performed such obligations.
2. SEVERANCE COMPENSATION. Following termination of your employment at
any time without your consent, other than for Cause, the Company will continue
to pay you your base compensation in effect on the date of such termination
until the earlier of (a) the 181st day after the date of such termination or (b)
the occurrence of either of the following events:
- Your commencement of substantial employment with, or
performance of substantial consulting services as an
independent contractor for, a business enterprise or other
organization other than the Company. You agree to inform the
Company promptly in writing if you commence such employment or
consulting.
- Your material breach of any written agreement between the
Company and you or any written policy of the Company by which
you are bound if such breach causes or is likely to cause
material harm to the Company.
3. CONTINUATION OF BENEFITS. Upon termination of your employment that
entitles you to severance compensation under Section 2 the Company shall take
such measures as are permissible under its medical, life, and disability
insurance plans to continue coverage for you (and your family, if
May 27, 1999
Page Two.
applicable) on the same terms as you have been covered immediately prior to your
termination. If it is not permissible to continue any such coverage under such
plans, the Company will pay you, as additional severance compensation, such
amount, net of state and federal income taxes payable by you with respect
thereto, as will be sufficient for you to obtain such insurance coverage on an
individual basis assuming that you (and each member of your family who is to be
covered) are a "standard risk" for insurance purposes. Your rights under this
Section 3 shall continue only for so long as you are entitled to severance
compensation under Section 2.
* * *
Sincerely,
CENTRA SOFTWARE, INC.
By: /s/ XXXX XXXXXXXX
-------------------------------------------
duly authorized by the Board of Directors
Accepted and agreed to:
/s/ XXXXXXX X. XXXXXXX
-----------------------
Xxxxxxx X. Xxxxxxx
