EXHIBIT 10.31
MEMORANDUM OF UNDERSTANDING
BETWEEN
XXXXXX X. XXXXXX ("XXXXXX")
AND
CROSSWORLDS SOFTWARE, INC. ("CROSSWORLDS")
May 4, 2000
This memorandum of understanding ("MOU") summarizes the understanding between
terms of the proposed agreements between Xxxxxx and CrossWorlds. This MOU is
subject to the parties' good faith negotiation and mutual execution of a
definitive agreement or agreements which embody the below terms.
1. Xxxxxx and CrossWorlds acknowledge that from and after May 1, 2000,
Xxxxxx has resigned as an officer of CrossWorlds.
2. Commencing May 2, 2000 and continuing until November 2, 2000, Xxxxxx
will provide consulting services to CrossWorlds. These services shall
consist of providing advice to CrossWorlds on business development and
marketing matters, and working with CrossWorlds employees to implement
business development and marketing matters, upon request by
CrossWorlds.
3. Commencing May 2, 2000, Xxxxxx shall make at least 20 hours per week of
his consulting services available to CrossWorlds. At such time as
Xxxxxx commences full time employment or consulting for a third party
(the "Reduced Services Point"), Xxxxxx shall make at least 10 hours per
week of his consulting services available to CrossWorlds.
4. From May 2, 2000 until August 2, 2000, CrossWorlds shall pay Xxxxxx on
a bimonthly basis, consulting fees at the rate of $21,875 per month.
From August 3, 2000 until November 2, 2000, CrossWorlds shall pay
Xxxxxx on a bimonthly basis, consulting fees at the rate of $10,938 per
month.
5. Commencing May 2, 2000 and continuing until August 2, 2000, Xxxxxx
shall continue to vest in his existing option grants under the 1997
Stock Plan and 1999 Executive Stock Plan in accordance with the terms
of his option agreements for such grants.
6. Commencing November 2, 2000, Xxxxxx will have a 30- or 90-day period,
as applicable to each grant, in which to exercise his vested options
under the 1997 Stock Plan and 1999 Executive Stock Plans.
7. With reference to the $150,000 loan made to Xxxxxx by CrossWorlds as
reflected in the Secured Loan Agreement made as of November 15, 1999
(the "Loan"), as amended by the parties, the principal amount of the
Loan is $125,000 as of the date of this MOU. Commencing May 2, 2000 and
continuing until November 2, 2000, CrossWorlds will continue the
forgiveness of the Loan at the rate of 1/24 of the principal (in other
words $6250) and accrued interest on the first day of each calendar
month.
8. CrossWorlds will delay demand of repayment of the Loan until December
31, 2000, such that the principal and accrued interest of the Loan, as
forgiven under number 5 above, shall be due and payable by Xxxxxx on
December 31, 2000.
9. If Xxxxxx elects and is eligible for COBRA coverage, commencing May 2,
2000 and continuing until the earlier of November 2, 2000 or the
Reduced Services Point, CrossWorlds will pay for Xxxxxx'x premiums
under federal COBRA law for medical, dental and vision insurance for
Xxxxxx (and, to the extent Xxxxxx covered his spouse or any dependents
under CrossWorlds' medical, dental and/or vision plans as of May 1,
2000, his spouse and/or such dependents).
10. Each of Xxxxxx and CrossWorlds will not disparage the other in any
manner likely to be harmful to the other, the business reputation of
CrossWorlds' employees or to CrossWorlds' business or reputation,
provided that Xxxxxx and CrossWorlds will respond accurately and fully
to any question, inquiry or request for information when required by
legal process. Further, Xxxxxx and CrossWorlds will refrain from
tortiously interfering in the contracts and relationships of the other
party, such as customer and partner relationships. Xxxxxx will confirm
his existing obligations under the Employment, Confidential Information
and Inventions Assignment Agreement. For a period of twelve (12) months
after May 1, 2000, Xxxxxx will not solicit the employment of any person
who shall then be employed by CrossWorlds (as an employee or
consultant) or who shall have been employed by CrossWorlds (as an
employee or consultant) within the prior twelve (12) month period, on
behalf of himself or any other person, firm, corporation, association
or other entity, directly or indirectly.
11. If prior to November 2, 2000, Xxxxxx becomes employed by or a
consultant of (whether on a full- or part-time basis) any direct
competitor of CrossWorlds, all of the benefits provided to him by
CrossWorlds as described in this MOU shall immediately be void and of
no force or effect, except with respect to amounts previously paid to
Xxxxxx under number 4 above.
12. As a condition of this arrangement, Xxxxxx will release and acquit
CrossWorlds and its subsidiaries, employees, directors, shareholders,
agents, representatives, successors and assigns from any and all
claims, liabilities, demands, causes of action, costs, expenses,
attorneys' fees, damages, indemnities and obligations of every kind and
nature, in law, equity or otherwise, known and unknown, suspected and
unsuspected, disclosed and undisclosed, arising out of or in any way
related to agreements, events, acts or conduct at any time prior to and
including November 2, 2000.
/s/ Xxxxxx X. Xxxxxx /s/ Xxxx Xxxx for Xxxx Xxxxxxx
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Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxxx, for CrossWorlds Software, Inc.
By Xxxx Xxxx, C.F.O. & S.V.P.
/s/ Xxxxxxxxx X. Xxxxxx
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Xxxxxxxxx X. Xxxxxx
