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EXHIBIT (d)(7)
Date: February 16, 2001
To: Xxxxxxx Xxxxxxxxx
From: Xxxx Xxxx
The following represents the agreement between you and New Era of Networks,
Inc. ("NEON") regarding the Change of Control Severance Agreement between you
and NEON dated 9/25/00 attached hereto (the "COC Agreement"), and any and all
other terms of employment that may exist between you and NEON.
1. If a Change of Control (as defined below) is effected with Sybase, Inc. on
or before June 21, 2001, you hereby release NEON (and its successors) from,
and you hereby waive all terms, conditions and aspects of, the COC
Agreement and any and all other employment arrangements that you have with
NEON. "Change of Control" shall mean that Sybase, Inc. acquires a majority
of the total voting power represented by NEON's then outstanding voting
securities (i.e., Sybase, Inc. accepts under its tender offer at least a
majority of the total voting power represented by XXXX).
2. In consideration of your waiving the COC Agreement, you will receive a cash
payment of $750,000 (the "COC Payment") upon the "Change of Control."
3. As further consideration for this release and waiver, all stock options
granted to you prior to the date of this Agreement will fully vest upon the
COC Event. All restrictions on restricted stock granted or purchased prior
to the date of this Agreement will lapse upon the COC Event. Benefits shall
be provided as set forth in paragraph 3(a)(iii) of the change of control.
4. This Agreement will not be effective unless and until the COC Event occurs.
If the COC Event does not occur prior to June 21, 2001, the COC Agreement
shall remain in full force and effect.
5. You are solely responsible for all taxes in connection with any payments
made to you under this Agreement.
6. This Agreement contains the entire agreement between the parties with
respect to the subject matter hereof and supercedes the COC Agreement in
its entirety, that certain memorandum agreement dated 2/12/2001 between
NEON and you, and all other employment arrangements that you have with
NEON.
By accepting this release and waiver to the COC Agreement, you have freely and
voluntarily accepted its terms and conditions and have consulted with or had the
opportunity to consult advisors of your choice.
Accepted: /s/ XXXXXXX XXXXXXXXX NEON
---------------------- BY: /s/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
President, NEON
