Employment Agreement Regarding Change of Control for Karen Cottle and Vitria Technology, Inc.

Summary

This agreement between Vitria Technology, Inc. and Karen Cottle outlines her rights if her employment is terminated within one year following a Change of Control event. If she is terminated or resigns due to not holding an equivalent executive position after such an event, she will receive a payment equal to six months' salary and a prorated target bonus. The agreement also defines what constitutes a Change of Control and ensures she will not receive duplicate payments if a broader executive plan is adopted, but will receive at least the benefits described here.

EX-10.13 3 dex1013.txt DESCRIPTION EMPLOYMENT AGREEMENT DATED JULY 9, 2001 EXHIBIT 10.13 July 9, 2001 Karen Cottle Vice President, General Counsel and Secretary Vitria Technology, Inc. 945 Stewart Drive Sunnyvale, CA 94086 Dear Karen: This is to confirm that in the event of a Change of Control Event, if Vitria Technology, Inc., or its successor or affiliate, terminates your employement within one year after the Change of Control Event or if you terminate your employment within one year after the Change of Control event because you are not in an equivalent position of Vice-President, Secretary and General Counsel of a public company reporting to the Chief Executive Officer, you will be entitled to a payment equivalent to six month salary and prorated target bonus. A Change of Control Event shall be defined as set forth on Exhibit A. In the event the Company adopts a Change of Control Plan for its executives, you shall not be entitled to duplicate payments, but shall in no event receive less in benefits or rights than as set forth herein. Very truly yours, /s/ JoMei Chang JoMei Chang Chief Executive Officer Vitria Technology, Inc. Exhibit A Change of Control Event means with respect to Vitria Technology, Inc. or its successors in interest ("the Company"): (a) A change in the existing share ownership occurs such that any "person" (as defined in the Securities Exchange Act of 1934, as amended (the "Exchange Act")) becomes the "beneficial owner" (as defined in the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of (a) the outstanding shares of common stock of the Company or (b) the combined voting power of the Company's then-outstanding securities. (b) the sale or disposition of all or substantially all of the Company's assets (or consummation of any transaction having similar effect); (c) the Company is party to a merger or consolidation which results in the holders of voting securities of the Company oustanding immediately prior thereto failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 30% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; (d) dissolution or liquidation of the Company.