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Exhibit 10.5
October 28, 1999
Xxxxx X. Xxxxxxx
00 Xxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Re: AMENDED & RESTATED AGREEMENT BETWEEN XXXXX X. XXXXXXX AND HYPERION
SOLUTIONS CORPORATION ("THE COMPANY") DATED AS OF JANUARY 1, 1999 (THE
"EMPLOYMENT AGREEMENT")
Dear Xxx:
This letter reflects our agreement as of September 30, 1999 as to certain
changes to your Employment Agreement.
1. The term of your employment under Section 2 of the Employment Agreement is
extended until October 31, 1999, immediately after which date the
Employment Agreement shall expire and your employment shall terminate. Upon
the termination of your employment, you will have no right to severance
pay, salary, bonus pay, expense reimbursement, or benefit continuation
except as provided in paragraphs 2 and 3 below.
2. Promptly after the execution of this letter, the Company will pay you a
bonus of $ 60,417 with respect to your service to the Company during fiscal
year 1999 and that portion of fiscal 2000 ending on October 31, 1999 in
lieu of the payment described in Section 3(b) of the Employment Agreement.
3. Following the termination of your employment as described in paragraph 1
above, the Company will select and pay the premium for basic major medical
and dental insurance for you, your spouse and your children (in each case
until such child reaches the age of twenty-one (21)), which insurance will
be at least equivalent to the Company's current medical and dental
insurance plans and in no event be less favorable than the more favorable
of either medical and dental insurance, respectively, provided to the
Company's senior executives generally or its employees generally. In the
event that the terms of the insurance selected by the Company provide, at
no additional cost, for coverage of children while students beyond age
twenty one (21) but not beyond age twenty five (25), these benefits will be
made available to you for your children. These benefits shall continue
until you reach age sixty-five (65), or should you die earlier, until you
otherwise would have reached the age of sixty-five (65).
4. As provided in the Nonqualified Stock Option Agreement between you and
Hyperion Software Corporation dated September 19, 1996 (the
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"Option Agreement"), while you continue to maintain a Business Relationship
with the Company, you may continue to exercise any vested and unexercised
options granted under the Option Agreement up to and including September
19, 2006. Service as member of the Company's Board of Directors constitutes
a "Business Relationship" for this purpose.
5. You hereby resign, effective October 31, 1999, from all positions as an
officer or director of any direct or indirect subsidiaries of the Company.
You are continuing as a member of the Board of Directors of the Company.
6. You acknowledge that your obligations under Section 7 (restrictions on
employee), Section 8 (covenant not compete), Section 9 (proprietary
information), Section 10 (injunctive relief) and Section 16 (choice of law)
will survive the expiration of the Employment Agreement. The Company
likewise acknowledges that the provisions of Section 5 (duties and extent
of services) of the Employment Agreement (to the extent they address your
ability to serve on the board of directors of other corporations) and the
provisions of Section 14 (indemnification; D&O coverage) of the Employment
Agreement shall survive for so long as you remain a member of the Company's
Board of Directors.
7. With respect to your vested and exercisable Company stock options, the
Company will, upon your request, seek all approval necessary to permit the
option exercise price for such rights (and any applicable withholding tax)
to be paid by delivery of shares of Company common stock having an
aggregate fair market value equal as of the date of exercise to such option
exercise price (and any applicable withholding tax), in accordance with the
terms of the plan(s) and/or agreement(s) governing such rights.
Kindly acknowledge your agreement to the terms of this letter by countersigning
in the space provided below.
Signed,
HYPERION SOLUTIONS CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Chairman & CEO
Agreed and accepted.
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
