Exhibit 10.05
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement is entered into effective
as of August 12, 2002 ("Agreement") by and between VERITAS Software Global
Corporation ("VERITAS") and Xxxxxxx Xxxxx, an individual ("Employee"), for
purposes of amending and restating in its entirety that certain agreement
between the parties dated as of the date first set forth above.
VERITAS and Employee wish to memorialize the terms of Employee's
employment relationship with VERITAS on the terms and conditions contained in
this Agreement:
1. Employee will continue his employment with VERITAS through May 1, 2003.
Employee will serve as the Controller of VERITAS until the earlier of (i) the
date upon which a new controller is hired by VERITAS, (ii) the date
designated by the Chief Financial Officer of VERITAS, or (iii) February 1,
2003. During the period that Employee serves as Controller of VERITAS,
Employee will report to the Chief Financial Officer and perform such
assignments and projects, and take such direction from or work with other
employees of VERITAS, as the Chief Financial Officer may designate from time
to time. From the date that Employee ceases to serve as Controller of VERITAS
through May 1, 2003, Employee agrees to provide such advisory and
transitional services as may be requested by the Chief Financial Officer from
time to time. Employee agrees to use Employee's best efforts to promote the
interests of VERITAS and display a professional attitude during the period
described in the preceding sentence. The parties agree that Employee's
employment with VERITAS will continue to be "at - will" employment.
2. For all services to be rendered by Employee pursuant to this Agreement,
Employee will receive a monthly salary equivalent to Employee's current
monthly base salary, which will be paid in accordance with VERITAS' normal
payroll practices and subject to the customary and required withholdings.
Employee will be entitled to participate in the 2002 EIBP pursuant to the
terms and conditions of such program, with any bonus based on a standard
participant rate. In addition, Employee will be entitled to participate in
VERITAS medical, dental and vision programs during his employment with
VERITAS, subject to the terms and conditions of such programs.
3. Upon completion of Employee's employment with VERITAS on May 1, 2003,
Employee will receive a standard final check that includes regular base pay
through May 1, 2003, plus the value of his unused vacation earned through
such date. Medical, dental and vision coverage will end on May 31, 2003 and
the applicable COBRA notice will be provided to Employee. All other employee
benefits will terminate on May 1, 2003, including his stock/option vesting
and participation in the 401k Plan, provided, however, that Employee may
exercise any such rights to vested benefits pursuant to the written terms of
the VERITAS' stock option/issuance agreements or benefit plans.
4. VERITAS further agrees to (i) pay for the continuation of Employee's existing
health coverage under COBRA for a nine (9) month period commencing on June 1,
2003, which payments will be made directly to the COBRA benefits
administrator, and (ii) provide Employee with up to three (3) months of
outplacement services as determined by VERITAS; provided, however, that
VERITAS' obligation to provide the foregoing benefits is conditioned upon
Employee's continued employment through May 1, 2003 and signing and
delivering to VERITAS a release agreement in a form acceptable to VERITAS.
Other than as expressly provided in this Agreement, Employee understands and
agrees that Employee is not entitled to any other compensation, bonuses or
benefits from VERITAS.
5. Employee affirms his continuing obligations under the terms of the "Agreement
concerning Certain Duties of VERITAS Software Corporation
Employment-Inventions, Trade Secrets, Disclosures." Additionally, Employee
will not at any time (whether during or after employment with VERITAS)
disclose or use for Employee's own benefit or purposes or the benefit or
purposes of any other person, firm, partnership, joint venture, association,
corporation or other business organization, entity or enterprise other than
VERITAS and any of its subsidiaries or affiliates, any trade secrets,
confidential data, or other confidential information relating to customers,
development programs,
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costs, marketing, trading investment, sales activities, promotion, and
affairs of VERITAS generally or of any subsidiary or affiliate of VERITAS,
provided that the foregoing shall not apply to information which is known to
the industry or the public other than as a result of Employee's breach of
this covenant. Employee agrees that on or before May 1, 2003 he will return
to VERITAS immediately all memoranda, books, papers, plans, information,
letters and other data, and all copies thereof or therefrom, in any way
relating to the business of VERITAS and its affiliates. VERITAS further
cautions Employee that any unauthorized access or attempted access or
misappropriation of VERITAS property, including but not limited to VERITAS'
computer systems, will be prosecuted to the full extent of federal and state
criminal and civil laws.
6. Employee agrees and acknowledges that for a period of one year following the
execution of this Agreement, Employee will not solicit for employment, on
Employee's own behalf or on behalf of another company or organization, any of
VERITAS' employees or other workers.
7. This Agreement (a) represents the full agreement between Employee and VERITAS
regarding his employment, (b) except as provided herein, supersedes all prior
oral or written agreements regarding the subject matter hereof, and (c) may
not be changed except in writing signed by Employee and an authorized Vice
President or the Senior Director of Human Resources of VERITAS.
8. Employee is responsible for paying any income taxes related to amounts
payable to Employee or for Employee's benefit under this Agreement.
9. This Agreement is governed and shall be construed under the laws of the State
of California, excluding California's laws on conflicts of law. Employee
agrees that if any provision, or portion of a provision, of this Agreement,
for any reason, is held to be unenforceable, that such unenforceability will
not affect any other provision, or portion of a provision, and this Agreement
shall be construed as if such unenforceable provision or portion had never
been contained herein. Furthermore, all disputes under this Agreement will be
settled by arbitration in Santa Xxxxx County, California, in accordance with
the rules of the American Arbitration Association then in effect, and
judgment upon the award rendered may be entered in any court with
jurisdiction.
In agreement with the foregoing, the parties have caused this Agreement to
be executed in duplicate originals.
VERITAS Software Global Corporation Employee
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxxxx Xxxxx
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Printed Name: Xxxxxx Xxxxxxx Printed Name: Xxxxxxx Xxxxx
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Title: Vice President, Human Resources
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Date: November 13, 2002 Date: November 13, 2002
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