August 28, 2000
PERSONAL & CONFIDENTIAL
Xxxxx Xxxxxx
0 Xxx Xxxxxx Xxxx
Xxxxxxx, XX 00000
RE: SEPARATION AGREEMENT
Dear Xxxxx,
This letter agreement (the "Agreement") will confirm your resignation from
SilverStream Software, Inc. (the "Company") effective August 31, 2000 (the
"Separation Date"). The terms of your separation from the Company are set forth
below:
o Upon the signing of this Agreement and its becoming effective, the return
of all Company property that may be in your possession (other than such
Company property (the "Retained Property") as may be necessary to fulfill
your obligations during the Transition Period (defined below)) and the
transfer of any critical information, the Company shall pay to you a lump
sum equal to 3 months base salary calculated at your current annualized
rate minus applicable taxes and other withholdings required by law. This
severance payment is over and beyond any other money or benefits that
otherwise would be due to you from the Company. In addition, anything in
your Founders Stock Restriction Agreement to the contrary notwithstanding,
the Company shall waive its right to buy back any stock which would vest on
or prior to October 31, 2000 and allow you to continue vesting in your
restricted stock through October 31, 2000. The Company will further insure
that, at the time SEC-related selling restrictions are lifted from your
founders shares, it will have prepared and executed the paperwork
necessary, including the removal of any restrictive legends, for you to
trade those shares free and clear. In addition, the Company acknowledges
that, effective on the separation date, you will no longer be an employee,
and will not be subject to the trading window restrictions imposed on
officers of the Company.
o In exchange for the severance payment described above, you agree to release
forever all the rights and claims that you now have for relief of any kind
from the Company, its officers, directors, employees, shareholders and
agents, arising out of your employment with the Company up until the date
this letter is signed. This release includes, but is not limited to, claims
and rights under any state, federal or other governmental law, statute,
regulation, ordinance or other legal restriction. This means that you may
not xxx the Company, its officers, directors, employees, shareholders, and
agents for any claims arising out of your employment with or termination
from the Company. The Company similarly agrees to release forever any
rights and claims against you arising out of your employment with the
Company. The foregoing release is not intended and does not release or
waive any rights that you may have arising out of your ownership of shares
of stock in the Company.
o In addition, you agree not to disclose any "Proprietary Information" as
defined in the attached employee agreement and, for a period of one year
following the Separation Date, you agree not to recruit, solicit, hire or
engage as an independent contractor, any employee of the Company and not to
solicit, divert, take away or attempt to divert or take away any of the
clients, customers or accounts, or prospective clients, customers or
accounts, of the Company which were clients, customers or accounts during
the term of your employment with the Company or who are clients, customers
or accounts during the one-year period following the Separation Date.
o Finally, for a period of three months from the Separation Date (the
"Transition Period"), you agree that, at the Company's request, you will
assist in efforts to transfer the management of the Marketing Group by
being available to answer questions, participate in conference calls and
attend meetings. You will be paid for this assistance with a lump sum
payment of $20,000 (2/3 of your annual bonus) at the end of the consulting
term (November 30, 2000), and you will not be expected to consult for the
Company more than one-quarter your current time. Your status during this
period will be that of an independent contractor.
o You will be paid all of your salary and accrued vacation pay through the
Separation Date and you acknowledge that as of the effectiveness of this
Agreement you have received all of such salary and vacation pay.
o Other than the Retained Property, you represent and warrant that you have
returned to the Company any and all documents, materials and information
related to the business (present and otherwise) of the Company and its
affiliates and all other property of the Company and its affiliates in your
possession or control, including but not limited to keys to Company
premises, files and other proprietary information, computers, phones and
any credit cards and telephone calling cards issued to you through the
Company or any of its affiliates and excluding only the enclosed copy of
this Agreement and copies of any Company benefit plans in which you have
been or currently are a participant. Except as set forth in the next
paragraph, you will return all Retained Property at the end of the
Transition Period.
o At the end of the transition period, you will have the opportunity to
purchase your laptop computer for the lesser of fair market or book value,
as determined by mutual agreement between you and the Company's IT
department. If you elect to purchase your laptop, the IT department will
provide the assistance necessary to reconfigure the machine for your
personal use.
o Your benefits under the Company's medical and dental plans will continue
through October 31, 2000. Your rights to continue medical and/or dental
benefits under the COBRA statute will commence on October 31, 2000 and
entitle you to participate in the Company`s group health insurance plans
under the terms of this statute. Documents describing COBRA are attached.
o Your benefits under the Company's life and long-term disability insurance
group plans may be converted to individual polices. Information regarding
the terms of their conversions is attached.
o Since there currently is no money in your ESPP account, you will not need
to request any reimbursement.
o The existence of this Agreement and the terms hereof are to be treated as
confidential and you shall not disclose the existence of this Agreement or
the terms hereof without the prior written consent of the Company.
The Company wants to be certain that you understand and agree with the terms and
conditions of this Agreement. Therefore, the Company encourages you to study the
Agreement carefully and to consider seeking the advice of an attorney before
signing. Your eligibility to receive the separation pay described herein is
contingent upon your signing this Agreement.
If you wish to accept the severance payment in accordance with the terms stated
in this Agreement, please return one signed copy of this letter to Xxxxxxxx
Xxxxxx in the Human Resources department by 5:00 p.m., September 19, 2000 (21
days from the date you receive the Agreement). You will have 7 days to revoke
your signature after signing the Agreement. If you intend to revoke your
signature, you should do so in writing addressed to me at the Company. This
Agreement will not become effective, and no severance will be paid to you, until
the eighth day after you sign the Agreement.
Sincerely,
Xxxxxxx X. Xxxxx III
Vice President, Human Resources
Accepted and Agreed: Date:
------------------------------------------
Name
