Exhibit 10.54
[GUPTA LOGO]
October 31, 2003
Xx. Xxxxxxx X. Xxxxxx
0 Xx Xxxxx
Xxxxxx, XX 00000
Dear Xx. Xxxxxx:
This letter outlines the conditions upon which you would be eligible to receive
severance benefits from Gupta ("Company") and supercedes any other severance
agreement between you and the Company and/or Platinum Equity, whether written or
verbal.
In the event that either: (a) the Company terminates your employment without
Cause (hereinafter defined) or (b) you terminate your employment for Good Reason
(hereinafter defined), the Company shall pay to you an amount equal to twelve
months of your then current base salary, payable in accordance with the
Company's then current payroll processes and procedures. In addition, you and
your qualified dependants will continue to be eligible to receive, while you are
receiving the severance benefits described in the preceding sentence, medical,
dental and vision health benefits at the same rates and under the same
conditions as are applicable to then current Company employees. Your
participation in any other Company or its affiliate's employee benefit plans
will terminate in accordance with the terms of such plans. As used herein.
"Good Reason" shall mean the assignment to you of duties, position or status
inconsistent with and of tower rank than those held or performed by you as of
the dam of this letter; and "Cause" shall mean (1) any action which constitutes
willful dishonesty or deliberate injury to the Company or any of its affiliated
companies, or (2) any criminal conduct, or (3) a violation of or other failure
by you to perform your obligations or responsibilities.
Any payment made by the Company pursuant to this section of this letter shall
(a) include the accrued but unused vacation that you have accrued through your
termination date, (b) be subject to and reduced by all necessary and
appropriate withholdings and deductions, and (c) be contingent upon you
executing a mutually acceptable release of the Company and its affiliate.
This letter and the terms and conditions hereof are to be construed, governed
and interpreted in accordance with the laws of the State of California, without
giving effect to its conflict of law principles.
Very truly yours,
/s/ Xxxxx Xxxxx
----------------------
Xxxxx Xxxxx
Senior Vice President
Platinum Equity
Gupta Technologies, LLC - 000 Xxxxxx Xxxxx, Xxxxxxx Xxxxxx, XX 00000 -
P 650.596.3400 F 65.596.4690 - xxx.xxxxxxxxxxxxxx.xxx