Change of Control Stock Option Acceleration Letter Agreement between SeeBeyond and Alex Demetriades
This letter agreement between SeeBeyond and Alex Demetriades provides that if there is a change of control of the company, half of Mr. Demetriades' unvested stock options will immediately vest and become exercisable on the closing date of the change. A change of control is defined as a transaction or series of transactions resulting in the transfer of more than 50% of the company's voting power or the sale of most or all of its assets. The agreement is signed by company executives and is effective as of March 19, 2001.
Exhibit 10.25
[LOGO]
March 19, 2001
Mr. Alex Demetriades
Sr. Vice-President—Products
SeeBeyond
404 E. Huntington Drive
Monrovia, CA 91016
Dear Alex:
In the event of a Change of Control, fifty percent (50%) of the then-unvested portion of any outstanding stock options granted under the Company's stock option plan you hold shall vest and become exercisable on the closing date of such Change of Control. For purposes of this agreement, "Change of Control" shall be defined as the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that results in the transfer of more than fifty percent (50%) of the outstanding voting power of the Company, or a sale or other transfer in a single transaction or a series of related transactions of all or substantially all of the assets of the Company.
| Sincerely, | ||||
| /s/ James T. Demetriades James T. Demetriades Chairman, CEO and President | ||||
/s/ Paul Celuch Paul Celuch Vice-President—Human Resources |
cc: | Barry Plaga | |
| Mark A. Brooks |
