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Exhibit 10.1
CONFIDENTIAL
August 7, 2006
Mr. Brett Bachman
555 East 5th Street
Unit 912
Austin, TX 78701
Dear Brett:
This letter is to confirm the agreement between you and Vignette Corporation (the “Company”) regarding your separation from the Company. Your full-time employment with the Company will end on September 8, 2006 (the “Termination Date”). All of the provisions of this letter (“Letter Agreement”) are subject to, and conditioned upon, your signing and returning to us a copy of the Letter Agreement, and complying with its terms.
This Agreement may not be changed or altered, except by a written document signed by you and the Company. This Agreement is entered into in the State of Texas and the laws of the State of Texas will apply to any dispute concerning it. If any clause of this Agreement should ever be determined to be unenforceable, it is agreed that this will not affect the enforceability of any other clause or the remainder of this Agreement. This Agreement constitutes the entire understanding between you and the Company and supersedes all other agreements or understandings, either verbal or written.
| 1. | Upon the effective date of this Letter Agreement, the Company will extend a severance payment to you representing wages in lieu of notice, in the amount of twenty two (22) weeks of base pay. This severance payment will be made to you on a bi-weekly basis (following Vignette’s current pay period schedule). |
| 2. | With respect to your stock option and restricted stock grants, your vesting will end September 8, 2006 (the Termination Date). After the Termination Date, you will have 90 days in which to exercise any options in which you are vested. |
| 3. | Upon your Termination Date, but not contingent upon signing the Letter Agreement, the Company will pay you all current accrued but unused vacation time, less all applicable withholdings. You will also receive reimbursement for any outstanding eligible business expenses incurred up to and including your Termination Date. You will also receive payment of your Executive Performance Bonus for the first half of 2006 as earned under the applicable criteria. |
| 4. | Under the provisions of the group medical, dental, and vision insurance plans, your employee benefits are in effect until the end of the month in which your Termination Date occurs. However, if you elect to continue your health insurance coverage under COBRA following the end of the month in which your Termination Date occurs, then, in addition, the Company will pay the monthly premium under COBRA for six months following the month of your termination (that is, until March 31, 2007). You will be eligible for twelve (12) months of additional coverage pursuant to COBRA at your own expense after that date. |
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| 5. | With respect to your Employee Stock Purchase Plan (if applicable), all amounts deducted from payroll for participation in the current purchase period (July 31, 2006 – January 1, 2007) will be refunded to you upon your Termination Date. This payment is not contingent upon your signing this Letter Agreement. Upon your Termination Date, you will no longer be eligible to participate in this plan. |
| 6. | You agree that prior to the execution of this Letter Agreement you were not entitled to receive any further monetary payments and benefits as specified in paragraphs 1-2 and 4-5 from the Company, and that the only payments and benefits that you are entitled to receive from the Company in the future are those specified in this Letter. |
| 7. | In exchange for the Company providing you with the above-referenced severance and other good and valuable consideration set forth herein, you hereby waive all claims against the Company, and release and discharge the Company from liability for any claims and damages that you may have against it as of the date of this Agreement, whether known or unknown including, but not limited to, any claims arising out of your employment relationship with the Company and any of the Company’s subsidiaries, or violations of any federal, state or local fair employment practices law, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act and the Americans With Disabilities Act. You also agree not to initiate any civil actions to assert such claims. You understand that the consideration provided to you under the terms of this Agreement does not constitute an admission by the Company that it has violated any such law or legal obligation. |
| 8. | The parties also represent that they are not aware of any claim by either of them other than the claims that are released by this Agreement. The Company also represents that as of the date of this letter, it is not aware of any other claim which it may have against you. |
| 9. | You agree that you will not disclose or cause to be disclosed in any way, any confidential information or documents relating to your employment with the Company, the operations of the Company, the terms of this Agreement, other than general acknowledgement of the restrictive covenants set forth in Sections 14 and 15 as may be required to comply with such covenants or if specifically requested by prospective employers, or for the purpose of enforcing this Agreement should that ever be necessary. |
| 10. | You agree that prior to the Termination Date, you will return all Company property in your possession. You also understand and agree that all files, papers, memoranda, letters, handbooks and manuals, facsimiles and other communications that were written, authorized, signed, received or transmitted during your employment, whether electronic or otherwise, are and remain the property of the Company and, as such, are not to be removed from the Company’s offices. Notwithstanding the above, you may retain the cell phone you are currently using and the phone number you currently have, provided you convert the service to your personal account as of the Termination Date, and the laptop computer you are currently using through the Termination Date and after that date you may return the computer or purchase it from the Company at a price of $1000.00. The Company may inspect the laptop to remove Company’s confidential information. Your voice mail access will continue through the Termination Date; your e-mail access will continue for 2 weeks after the date of this Agreement. |
| 11. | To the extent consistent with applicable law, you also agree not to initiate any administrative or other legal action against the Company or against any current or former officers, directors, or employees, to assert such claims and, further, to the extent any such action has or may be brought |
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by you or on your behalf by any third party, you agree to waive your right to any form of recovery in such action, including monetary damages or any other form of relief, including attorneys’ fees and costs.
| 12. | At all times and in the future, you will remain bound by the Company’s Proprietary Information and Inventions Agreement signed by you upon your employment with Vignette. |
| 13. | Both parties (you and the Company) agree that they will not disclose to others the facts or terms of this Letter, except that both parties may disclose such information to their attorneys or accountants in order for such individuals to render services or as required based on your status as a Section 16 officer of the Company. If the HR department or the CEO is contacted by a potential employer, the Company shall provide information regarding your title and period of service. |
| 14. | You agree that you will neither solicit for employment, nor hire, or cause others to solicit for employment or hire, any salaried employee of the Company who is presently or hereafter employed by the Company, or any other employee of the Company who had access to confidential or proprietary information or trade secrets of the Company, during the six (6) month period following your Termination Date. You further agree, during the six (6) month period following your Termination Date, not to solicit any clients of the Company for any business opportunity that is competitive with the products and services of the company. |
| 15. | For a period of 6 months from the Termination Date you agree not to provide services as an employee, agent, independent contractor, general partner, officer or director of the following companies: Interwoven, Broadvision, Plumtree, specific organizations within IBM’s software group which compete directly with the Company, or EMC/Documentum. Provided however, you may engage with such a business if you receive the prior, written approval of the Company’s General Counsel. Provided further, you shall not be prohibited from any activity to the extent the Company no longer engages in a business that is competitive with such activity. |
| 16. | You agree that except as expressly provided in this Letter, this Letter renders null and void any and all prior arrangements, either written or oral, between you and the Company, with the exception of the Company’s Proprietary Information and Inventions Agreement referred to in paragraph 12 above and the terms of any benefit plan, Corporate Credit Card Account (including severance payment deductions for monies owed Vignette for payment of Guaranty Card Accounts on the employee’s behalf, except where prohibited by State Law), Sales Compensation Policy, stock plan, or stock agreement. |
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Please indicate your agreement with the above terms by signing below. As noted above, your eligibility for the benefits offered under this Agreement (except where otherwise stated) is subject to, and conditioned upon, your executing a copy of this Agreement and returning it along with all Company equipment (in good condition) to Vignette. You may wish to consult an attorney as part of your consideration of this severance agreement and the Agreement shall be effective seven days after you sign it.
| Sincerely, |
| /s/ Bryce Johnson |
| Bryce Johnson |
| SVP and General Counsel |
| Vignette Corporation |
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My signature below signifies my agreement with the above terms. I understand and acknowledge that notwithstanding any other provision of this or any other Agreement, my employment with the Company constitutes “at-will” employment. I acknowledge that this employment relationship may be terminated, at any time, with or without good cause or for any or no cause, at the option either of the Company or myself, with or without notice. Furthermore, I acknowledge that I have read and understand the foregoing Letter Agreement and that I sign this release of all claims voluntarily, with full appreciation that I am forever foreclosed from pursuing any of the rights I have waived. I acknowledge that I have been given forty-five (45) days to review the document before signing. I also acknowledge that I can take an additional seven (7) days after signing it to revoke my agreement, by notifying the Company in writing within that seven (7) day period, addressed to VP – Worldwide Human Resources’ attention.
I acknowledge that I have read and understand the foregoing Letter Agreement and that I sign this release of all claims voluntarily, with full appreciation that I am forever foreclosed from pursuing any of the rights I have waived. I will return the signed Agreement to Gayle Wiley (VP - Worldwide Human Resources) within forty-five (45) days of receipt.
| /s/ Brett Bachman | 09/30/2006 | |
| Brett Bachman | Date |
Please return signed agreement to the following address:
Gayle Wiley
VP – Worldwide Human Resources
Vignette Corporation
1301 S. MoPac Expy, Suite 100
Austin, Texas 78746
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