0001104659-02-004167 Sample Contracts

AGREEMENT
Indemnity Agreement • August 14th, 2002 • Commerce One Inc / De/ • Services-computer integrated systems design
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AGREEMENT AND RETENTION BONUS
Retention Bonus Agreement • August 14th, 2002 • Commerce One Inc / De/ • Services-computer integrated systems design

This agreement is made between Commerce One Operations, Inc. (“Commerce One”), a Delaware Corporation, and Andy Hayden (“Mr. Hayden”). In consideration for Mr. Hayden’s continued employment at Commerce One, the sufficiency of which both parties expressly acknowledge, Commerce One agrees to the provide Mr. Hayden with the terms described below.

SEVERANCE AGREEMENT
Severance Agreement • August 14th, 2002 • Commerce One Inc / De/ • Services-computer integrated systems design • Delaware

This agreement is made between Commerce One Operations, Inc. (“Commerce One”), a Delaware Corporation, and Charles Boynton (“Mr. Boynton”). In consideration for Mr. Boynton’s continued employment at Commerce One, the sufficiency of which both parties expressly acknowledge, Commerce One agrees as follows: Except in the event of a Change of Control (as defined in the Change of Control Severance Agreement between Commerce One and Boynton dated June 5, 2002 (“Change of Control Agreement”)) in which case the terms of the Change of Control Agreement shall govern, Commerce One shall pay Mr. Boynton up to six (6) months of salary and health and dental benefits (to the extent such benefits may be offered during such period under the applicable plan) at his current salary and benefits-election levels as of the time of termination, if any of the “Triggering Events” set forth below occur between July 1, 2002 and June 30, 2003. The parties agree and understand that this Agreement will expire on Jul

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