EXHIBIT 10.2
SEPARATION AGREEMENT
This Separation Agreement ("Agreement") is executed August 1, 2001, to be
effective July 2, 2001, by and between BINDVIEW CORPORATION (a registered
assumed name of BindView Development Corporation), a Texas corporation (the
"Company"), and XXXXXXX X. XXXXXXX, a resident of Xxxxxx County, Texas (the
"Executive").
1. The parties previously entered into an Executive Employment Agreement
effective as of January 5, 2000 ("Employment Agreement") under which the
Executive was employed as President and Chief Executive Officer of the Company.
The parties likewise previously entered into a First Amended and Restated
Nonqualified Stock Option Agreement effective as of May 1, 2000 (the "2000
Option Agreement") and a Nonqualified Stock Option Agreement effective as of May
1, 2001 (the "2001 Option Agreement") (collectively the "Option Agreements").
2. The parties agree that the Executive is resigning from the Company for "Good
Reason" as that term is used in Section 4(g) of the Employment Agreement. The
Executive's last day of employment was July 2, 2001.
3. Because the Executive is resigning for Good Reason, under Section 4(c)(2) of
the Employment Agreement he is entitled to a payment equal to 36 times the
average of his monthly base salary for the 12 months immediately preceding July
2, 2001, in a total amount of $675,000.00. The Executive acknowledges receipt of
such payment.
4. Under the Option Agreements and the 50% forward-vesting provision in Section
4(c)(1) of the Employment Agreement, the Executive's options to purchase the
Company's common stock are vested as to a total of 1,031,250 shares at $10.00
per share and 412,500 shares at $2.90 per share; such options may be exercised
in accordance with the respective Option Agreements and associated option plans
at any time on or before September 30, 2001, but any options not exercised by
then will be forfeited and canceled.
5. This Agreement amends the Employment Agreement and Option Agreements to
conclusively establish the severance payment due to the Executive and the
vesting and exercisability of the Executive's options; there are no other
severance payments due to the Executive and no other options to purchase the
Company's stock exercisable by him except as set forth herein. The Employment
Agreement and the Option Agreements otherwise remain in full force and effect
except as modified by this Agreement.
6. The Executive and the Company have each had the opportunity to consult
counsel of their choice in connection with the negotiation, execution, and
delivery of this Agreement.
BINDVIEW CORPORATION, BY: EXECUTIVE
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Xxxx X. Xxxxxxx, President Xxxxxxx X. Xxxxxxx
and Chief Executive Officer
