INFORMATICA CORPORATION BRIAN GENTILE SEVERANCE AGREEMENT AND RELEASE
Exhibit 10.19
INFORMATICA CORPORATION
XXXXX XXXXXXX XXXXXXXXX AGREEMENT AND RELEASE
This Severance Agreement and Release (“Agreement”) is made by and between Informatica
Corporation (the “Company”), and Xxxxx Xxxxxxx (“Executive”).
WHEREAS, Executive is employed by the Company as its Executive Vice President and Chief
Marketing Officer;
WHEREAS, Executive has recently communicated his decision to resigned from such position
effective December 7, 2007, and
WHEREAS, the Executive agrees to release the Company other from any claims arising from or
related to Executive’s service relationship;
NOW THEREFORE, in consideration of the mutual promises made herein, the Company and Executive
(collectively referred to as “the Parties”) hereby agree as follows:
1. Separation of Employment. Executive hereby agrees, not later than November 19,
2007, to provide the Company a signed and irrevocable letter of resignation acknowledging the
resignation of his employment effective upon December 7, 2007 (the “Separation Date”).
2. Payment of Salary. Executive shall be entitled to all salary, wages and accrued
vacation and all other benefits due to Executive through the Separation Date.
3. Consideration. As consideration for Executive entering into this Agreement and on
or before the Separation Date, the Company agrees to provide Executive with the following
additional benefits:
(a) Lump-Sum Salary Payment. A lump-sum payment equal to two (2) months’ of
Executive’s annual base salary, specifically $50,000.00, less applicable withholding.
(b) Lump-Sum COBRA Payment. A lump-sum payment equal to two (2) months’ COBRA
premiums, specifically $2,716.26.
(c) Performance Bonus Payment. A lump-sum payment of $82,500.00 (less
applicable withholding) awarded to Executive reflecting Executive’s allocation of any performance
bonus payable coincident with the Company’s performance for the third (3rd) and fourth
(4th) quarters of 2007 (“Second Half 2007 Bonus”).
(d) Company Laptop and Blackberry Telephone. In addition, Executive shall retain the
Company cellular Blackberry telephone and laptop computer provided to Executive as an employee of
the Company — with the Company having the right to re-provision such electronic devices for
personal use.
4. Release of Claims. Executive agrees that the foregoing consideration represents
settlement in full of all outstanding obligations owed to Executive by the Company. Executive, on
behalf of himself and his respective heirs, executors and assigns, hereby fully and forever
releases the Company and its officers, directors, employees, investors, shareholders,
administrators, predecessor and successor corporations, and assigns, of and from any claim, duty,
obligation or cause of action relating to any matters of any kind, whether presently known or
unknown, suspected or unsuspected, that any of them may possess arising from any omissions, acts or
facts that have occurred up until and including the effective date of this Agreement including,
without limitation,
(a) any and all claims relating to or arising from Executive’s employment relationship with
the Company and the termination of that relationship;
(b) any and all claims relating to, or arising from, Executive’s right to purchase, or actual
purchase of shares of stock of the Company;
(c) any and all claims for wrongful discharge of employment; breach of contract, both express
and implied; breach of a covenant of good faith and fair dealing, both express and implied;
negligent or intentional infliction of emotional distress; negligent or intentional
misrepresentation; negligent or intentional interference with contract or prospective economic
advantage; and defamation;
(d) any and all claims for violation of any federal, state or municipal statute, including,
but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, and the
California Fair Employment and Housing Act;
(e) any and all claims arising out of any other laws and regulations relating to employment or
employment discrimination; and
(f) any and all claims for attorneys’ fees and costs.
The Company and Executive agree that the release set forth in this section shall be and remain in
effect in all respects as a complete general release as to the matters released. This release does
not extend to any obligations incurred under this Agreement.
The parties acknowledge that they have been advised by legal counsel and are familiar with the
provisions of California Civil Code Section 1542, which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
The parties, being aware of said Code Section, agrees to expressly waive any rights they may
have thereunder, as well as under any other statute or common law principles of similar effect.
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5. Return of Company Property. Executive agrees to return all Company property,
including all computing equipment, except as provided for in Section 3 above, to the Company upon
the effectiveness of this Agreement.
6. Indemnification. Executive shall be entitled to indemnification, in accordance
with the applicable provisions of the Company’s articles of incorporation and bylaws, against
expense, liability and loss that Executive may incur by reason of any action, suit or proceeding
arising from or relating to the performance of Executive’s duties as an officer of the Company or
any of its subsidiaries.
7. Mutual Non-Disparagement. The Company agrees that its executive officers will
refrain from any disparagement, criticism, defamation, slander of Executive, or tortious
interference with the contracts and relationships of the Executive. Executive agrees to refrain
from any disparagement, criticism, defamation, slander of the Company or its employees, or tortious
interference with the contracts and relationships of the Company.
8. Non-Solicitation. In consideration for the severance benefits Executive is to
receive herein Executive agrees that he will not, at any time during the six months following his
Separation Date, directly or indirectly solicit any individuals to leave the Company’s employ for
any reason or interfere in any other manner with the employment relationships at the time existing
between the Company and its current employees. The foregoing restrictions will not apply to any
general advertisements or solicitations that are published in a publicly available medium or in
situations where a Company employee initially approaches and solicits Executive in connection with
a position available with Executive’s then current employer.
9. SECTION INTENTIONALLY LEFT BLANK
10. Tax Consequences. The Company makes no representations or warranties with respect
to the tax consequences of the payment of any sums or provision of any benefits or accelerated
vesting to Executive under the terms of this Agreement. The Company will withhold sums from
Executive’s compensation hereunder sufficient to satisfy the Company’s withholding obligations.
Executive agrees and understands that he is responsible for payment, if any, of local, state and/or
federal taxes on the sums paid hereunder by the Company and any penalties or assessments thereon.
11. No Admission of Liability. No action taken by the Parties hereto, or either of
them, either previously or in connection with this Agreement shall be deemed or construed to be (a)
an admission of the truth or falsity of any claims heretofore made or (b) an acknowledgment or
admission by either party of any fault or liability whatsoever to the other party or to any third
party.
12. Costs. The Parties shall each bear their own costs, expert fees, attorneys’ fees
and other fees incurred in connection with this Agreement.
13. Arbitration and Equitable Relief.
(a) The parties hereto agree that, to the extent permitted by law, any dispute or controversy
arising out of, relating to, or in connection with this Agreement, or the interpretation, validity,
construction, performance, breach, or termination thereof shall be settled by arbitration to be
held in San Mateo County, California, in accordance with the National Rules for the Resolution of
Employment Disputes then in effect of the American Arbitration Association (the “Rules”). The
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arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of
the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment
may be entered on the arbitrator’s decision in any court having jurisdiction.
(b) The arbitrator shall apply California law to the merits of any dispute or claim, without
reference to rules of conflict of law. The arbitration proceedings shall be governed by federal
arbitration law and by the Rules, without reference to state arbitration law. The parties hereto
hereby expressly consent to the personal jurisdiction of the state and federal courts located in
California for any action or proceeding arising from or relating to this Agreement and/or relating
to any arbitration in which the parties are participants.
(c) The Company and Executive shall each pay one-half of the costs and expenses of such
arbitration, and shall separately pay its counsel fees and expenses.
(d) THE PARTIES HERETO HAVE READ AND UNDERSTAND SECTION 13, WHICH DISCUSSES ARBITRATION. THE
PARTIES HERETO UNDERSTAND THAT BY SIGNING THIS AGREEMENT, THEY AGREE, TO THE EXTENT PERMITTED BY
LAW, TO SUBMIT ANY FUTURE CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT,
OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH, OR TERMINATION THEREOF TO
BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF THEIR RIGHT TO A JURY
TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE
EMPLOYER/EMPLOYEE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO, THE FOLLOWING CLAIMS:
(i) ANY AND ALL CLAIMS FOR WRONGFUL DISCHARGE OF EMPLOYMENT; BREACH OF CONTRACT, BOTH EXPRESS
AND IMPLIED; BREACH OF THE COVENANT OF GOOD FAITH AND FAIR DEALING, BOTH EXPRESS AND IMPLIED;
NEGLIGENT OR INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS; NEGLIGENT OR INTENTIONAL
MISREPRESENTATION; NEGLIGENT OR INTENTIONAL INTERFERENCE WITH CONTRACT OR PROSPECTIVE ECONOMIC
ADVANTAGE; AND DEFAMATION.
(ii) ANY AND ALL CLAIMS FOR VIOLATION OF ANY FEDERAL STATE OR MUNICIPAL STATUTE, INCLUDING,
BUT NOT LIMITED TO, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE CIVIL RIGHTS ACT OF 1991, THE
AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE FAIR
LABOR STANDARDS ACT, THE CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, AND LABOR CODE SECTION 201, et
seq;
(iii) ANY AND ALL CLAIMS ARISING OUT OF ANY OTHER LAWS AND REGULATIONS RELATING TO EMPLOYMENT
OR EMPLOYMENT DISCRIMINATION.
14. Authority. The Company represents and warrants that the undersigned has the
authority to act on behalf of the Company and to bind the Company and all who may claim through it
to the terms and conditions of this Agreement. Executive represents and warrants that he has the
capacity to act on his own behalf and on behalf of all who might claim through his to bind
them to the terms and conditions of this Agreement.
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15. No Representations. Each party represents that it has had the opportunity to
consult with an attorney, and has carefully read and understands the scope and effect of the
provisions of this Agreement. Neither party has relied upon any representations or statements made
by the other party hereto which are not specifically set forth in this Agreement.
16. Severability. In the event that any provision hereof becomes or is declared by a
court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue
in full force and effect without said provision.
17. Entire Agreement. This Agreement along with the previously executed Employee
Proprietary Information and Inventions Agreement and the Executive Severance Agreement represent
the entire agreement and understanding between the Company and Executive concerning Executive’s
employment transition and eventual separation from the Company, and supersedes, replaces and fully
discharges all obligations under any and all prior agreements and understandings concerning
Executive’s relationship with the Company and his compensation by the Company.
18. No Oral Modification. This Agreement may only be amended in writing signed by
Executive and the Company’s Chief Executive Officer.
19. Effective Date. This Agreement is effective as of the date that this Agreement is
signed by last party to execute the agreement.
20. Counterparts. This Agreement may be executed in counterparts, and each
counterpart shall have the same force and effect as an original and shall constitute an effective,
binding agreement on the part of each of the undersigned.
21. Cooperation with the Company. Executive agrees to cooperate fully with the
Company, including but not limited to, responding to requests from the Company’s Chief Financial
Officer or the Company’s legal counsel in connection with any and all existing or future
litigation. The Executive also agrees to furnish upon request, information necessary in order to
assist Company in meeting Company’s reporting requirements and Executive’s continuing Section 16
reporting obligations on a timely manner and as prescribed by the then current SEC and/or NASDAQ
rules. Executive understands that he remains subject to the SEC and NASDAQ prohibitions on
xxxxxxx xxxxxxx even after the Effective Date of this agreement.
22. Voluntary Execution of Agreement. This Agreement is executed voluntarily and
without any duress or undue influence on the part or behalf of the Parties hereto, with the full
intent of releasing all claims. The Parties acknowledge that:
(a) They have read this Agreement;
(b) They have been represented in the preparation, negotiation, and execution of this
Agreement by legal counsel of their own choice or that they have voluntarily declined to seek such
counsel;
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(c) They understand the terms and consequences of this Agreement and of the releases it
contains;
(d) They are fully aware of the legal and binding effect of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement.
| Informatica Corporation | ||||||
| /s/ Xxxx Xxx | ||||||
EVP, Chief Financial Officer & Secretary |
||||||
| Date: | November 13, 2007 | |||||
| Executive, an individual | ||||||
| /s/ Xxxxx Xxxxxxx | ||||||
| Date: | November 13, 2007 |
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