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Published: 2008-03-26

Employment Agreement - VERITAS Software Corp. and Gary L. Bloom



November 16, 2000



Gary L. Bloom
 

EMPLOYMENT AGREEMENT


Dear Gary:


On behalf of the Board of Directors of Veritas Software Corporation ("Veritas"),
I am pleased to offer you the position of President and Chief Executive Officer
of Veritas on the terms set forth below.

1)     Position. You will be employed by Veritas as its President and Chief
       Executive Officer commencing upon the date specified at the end of this
       letter below the signature line (the "Commencement Date") and continuing
       thereafter until termination pursuant to Section 6. You will have overall
       responsibility for the management of Veritas and will report directly to
       its Board of Directors. During your term of employment, you will also be
       appointed to the Board of Directors. You will be expected to devote your
       full working time and attention to the business of Veritas, and you will
       not render services to any other business without the prior approval of
       the Board of Directors or, directly or indirectly, engage or participate
       in any business that is competitive in any manner with the business of
       Veritas, except for current board memberships with AppWorx, Virata,
       Mediasnap, and current advisory board memberships for Diamondhead
       Ventures, Arcot, and the President's Advisory Council for Cal Poly San
       Luis Obispo. You will also be expected to comply with and be bound by the
       Company's operating policies, procedures and practices that are from time
       to time in effect during the term of your employment.

2)     Cash Compensation. Your annual base salary from the Commencement Date
       through December 31, 2001 will be $1,000,000, and your bonus for 2001
       will be targeted at $800,000 for a total target annual compensation of
       $1,800,000. In subsequent years of employment the Compensation Committee
       of the Board of Directors, at its own discretion, will determine your
       compensation.

       a)     Base Salary. Your base annual salary will be payable in accordance
              with Veritas' normal payroll practices with such payroll
              deductions and withholdings as are required by law. Your base
              salary will be reviewed on an annual basis by the Compensation
              Committee of the Board of Directors and may be increased from time
              to time, in the discretion of the Compensation Committee.

       b)     Bonus. You will be eligible to receive a target bonus payable
              based on Veritas' EPS Bonus Plan for the year beginning January 1,
              2001, a copy of which is attached to this letter as Exhibit A,
              titled "Veritas 2001 Chief Executive Compensation Plan".

3)     Vacation: It is understood that after commencing employment for Veritas
       for one week you will be taking four weeks of vacation, such vacation
       days to be in addition to any vacation days that are earned in the normal
       course of employment. Further, during the first two years of employment,
       you will be eligible for three weeks of vacation annually.


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4)     Other Benefits. You will be eligible for the normal health insurance,
       401(k), employee stock purchase plan and other benefits offered to all
       Veritas senior executives of similar rank and status.

5)     Stock Options. Within 30 days of the Commencement Date, the Compensation
       Committee of the Board of Directors shall grant you incentive stock
       options (to the maximum allowed under the IRS regulations) and
       nonqualified stock options (for the balance) to purchase a total of
       2,500,000 shares of Veritas common stock at an exercise price equal to
       the fair market value of Veritas common stock on the date of grant
       ("Initial Option Price").

       a)     These options will vest and become exercisable over a four-year
              period, in 48 equal monthly installments. Except as otherwise
              indicated in this agreement, the vested portion of such options
              may be exercised at any time until the earlier of 90 days after
              the termination of your employment or ten years after the grant of
              such options. The unvested shares may be exercised early
              coincident with entering into a company repurchase agreement
              mirroring your vesting schedule. You should consult a tax advisor
              concerning your income tax consequences before exercising any of
              the options.

       b)     Notwithstanding any other provision of this Section 5 to the
              contrary, upon "Involuntary Termination," "Termination without
              Cause," or "Termination for Death or Disability," a portion of the
              unvested options shall immediately vest as provided in Section 8
              below.

       c)     Veritas shall register the shares issuable under the option on a
              Form S-8 registration statement and shall keep such registration
              statement in effect for the entire period the options remain
              outstanding.

       d)     In order to assure the consistency of the goals of its executives
              with its shareholders, Veritas is committed to providing
              substantial stock option incentive to its executives. During your
              first year of employment with Veritas, in the event that your
              initial stock options are priced materially above the market (that
              your options are "under water"), the Veritas board of directors
              agrees to meet, to deliberate, and, if and as it deems
              appropriate, to grant additional options.



6)     Employment and Termination. Your employment with Veritas will be at-will
       and may be terminated by you or by Veritas at any time for any reason as
       follows:

       a)     You may terminate your employment upon written notice to the Board
              of Directors at any time for "Good Reason," as defined below (an
              "Involuntary Termination");

       b)     You may terminate your employment upon written notice to the Board
              of Directors at any time in your discretion without Good Reason
              ("Voluntary Termination");

       c)     Veritas may terminate your employment upon written notice to you
              at any time following a determination by two-thirds (2/3) vote of
              the entire Board of Directors that there is "Cause," as defined
              below, for such termination ("Termination for Cause");

       d)     Veritas may terminate your employment upon written notice to you
              at any time in the sole discretion of the Board of Directors
              without a determination that there is Cause for such termination
              ("Termination without Cause");

       e)     Your employment will automatically terminate upon your death or
              upon your disability as determined by the Board of Directors
              ("Termination for Death or Disability"); provided that
              "disability" shall mean your complete inability to perform your
              job responsibilities for a period of 180 consecutive days or 180
              days in the aggregate in any 12-month period.

7)     Definitions. As used in this agreement, the following terms have the
       following meanings:

       a)     "Good Reason" means (i) a material reduction in your duties that
              is inconsistent with your position as President and Chief
              Executive Officer of Veritas or a change in your reporting
              relationship such


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              that you no longer report directly to the Board of Directors; (ii)
              your no longer being President and Chief Executive Officer of
              Veritas or, in the case of a Change in Control, of the surviving
              entity or acquiror that results from any Change in Control; (iii)
              any reduction in your base annual salary or target quarterly or
              annual bonus (other than in connection with a general decrease in
              the salary or target bonuses for all officers of Veritas) without
              your consent; or (iv) material breach by Veritas of any of its
              obligations hereunder after providing Veritas with written notice
              and an opportunity to cure within seven days; (v) a requirement by
              Veritas that you relocate your principal office to a facility more
              than 50 miles from Veritas' current headquarters; or (vi) failure
              of any successor to assume this agreement pursuant to Section
              14(d) below.

       b)     "Cause" means (i) gross negligence or willful misconduct in the
              performance of your duties to Veritas (other than as a result of a
              disability) that has resulted or is likely to result in
              substantial and material damage to Veritas, after a written demand
              for substantial performance is delivered to you by the Board of
              Directors which specifically identifies the manner in which the
              Board believes you have not substantially performed your duties
              and you have been provided with a reasonable opportunity, of not
              less than 60 days, to cure any alleged gross negligence or willful
              misconduct; (ii) commission of any act of fraud with respect to
              Veritas; or (iii) conviction of a felony or a crime involving
              moral turpitude either of which causes material harm to the
              business and affairs of Veritas. No act or failure to act by you
              shall be considered "willful" if done or omitted by you in good
              faith with reasonable belief that your action or omission was in
              the best interests of Veritas.

       c)     "Change in Control" means (i) The acquisition (other than from the
              Company) by any person, entity or "group", within the meaning of
              section 13(d) (3) or 14 (d) (2) of the Securities and Exchange Act
              of 1934 (the "Exchange Act"), (excluding, for this purpose,
              Veritas or its subsidiaries, (or any employee benefit plan of
              Veritas or its subsidiaries which acquires beneficial ownership of
              voting securities of Veritas) of beneficial ownership (within the
              meaning of Rule 13d-3 promulgated under the Exchange Act) of 50%
              or more of either the then outstanding shares of common stock or
              the combined voting power of the Veritas' then outstanding voting
              securities entitled to vote generally in the election of
              directors; or (ii) Individuals who, as of the date hereof,
              constitute the Board (the "Incumbent Board") cease for any reason
              to constitute at least a majority of the Board, provided that any
              person becoming a director subsequent to the date hereof whose
              election, or nomination for election by Veritas' shareholders, was
              approved by a vote of at least a majority of the directors then
              comprising the Incumbent Board (other than an election or
              nomination of an individual whose initial assumption of the office
              is in connection with an actual or threatened election contest
              relating to the election of the directors of Veritas, as such
              terms are used in Rule 14a-11 of Regulation 14A promulgated under
              the Exchange Act) shall be, for the purposes of this Agreement,
              considered as though such person were a member of the Incumbent
              Board; or (iii) Approval of the stockholders of Veritas of a
              reorganization, merger or consolidation, in each case, with
              respect to which persons who were the stockholders of Veritas
              immediately prior to such reorganization, merger or consolidation
              do not, immediately thereafter, own more than 50% of the combined
              voting power entitled to vote generally in the election of
              directors of the reorganized, merged or consolidated company's
              then outstanding voting securities, or a liquidation or
              dissolution of Veritas or of the sale of all or substantially all
              of the assets of Veritas.

8)     Separation Benefits. Upon termination of your employment with Veritas for
       any reason, you will receive payment for all unpaid salary and vacation
       accrued to the date of your termination of employment; and your benefits
       will be continued under Veritas' then existing benefit plans and policies
       for so long as provided under the terms of such plans and policies and as
       required by applicable law. Under certain circumstances, subject to your
       execution of a termination and general release agreement, you will also
       be entitled to receive severance benefits as set forth below. Veritas'
       termination and general release agreement will contain provisions
       specifying that you will not compete with Veritas while you are receiving
       such severance benefits, nor will you solicit employees for a period of
       two years after any final payment, that neither you nor Veritas shall
       disparage the other party, and that neither party shall have claims that
       survive that agreement.


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       a)     In the event of your Voluntary Termination or Termination for
              Cause, you will not be entitled to any cash severance benefits or
              additional vesting of shares of options.

       b)     In the event of your Involuntary Termination or Termination
              without Cause within one year of the Commencement Date, you will
              be entitled to

              i)     a severance payment equal to twelve months of your current
                     annual base salary plus full target bonus, payable over
                     twelve months in accordance with Veritas' normal payroll
                     practices with such payroll deductions and withholdings as
                     are required by law, provided, that you provide Veritas
                     with consulting services during such period after the date
                     of termination (the "CONSULTING SERVICES"); and

              ii)    accelerated vesting and exercisability of that portion of
                     your outstanding unvested options to purchase Veritas
                     common stock that would have vested within two years from
                     the date of the Involuntary Termination or Termination
                     without Cause, with all vested options exercisable for a
                     period of 90 days from the later of:

                     (1)    the date of your Involuntary Termination or
                            Termination without Cause; or

                     (2)    the date you cease providing Consulting Services to
                            Veritas.

       c)     In the event of your Involuntary Termination or Termination
              without Cause within two years of the Commencement Date, you will
              be entitled to:

              i)     a severance payment equal to six months of your current
                     annual base salary plus one-half of your target bonus,
                     payable over twelve months in accordance with Veritas's
                     normal payroll practices with such payroll deductions and
                     withholdings as are required by law, provided, that you
                     provide Veritas with Consulting Services; and

              ii)    accelerated vesting and exercisability of that portion of
                     your outstanding unvested options to purchase Veritas
                     common stock that would have vested within one year from
                     the Involuntary Termination or Termination without Cause,
                     with all vested options exercisable for a period of 90 days
                     from the later of:

                     (1)    the date of your Involuntary Termination or
                            Termination without Cause; or

                     (2)    the date you cease providing Consulting Services to
                            Veritas.

       d)     In the event of your Involuntary Termination or Termination
              without Cause on or after two years of the Commencement Date, you
              will not be entitled to any severance payments or accelerated
              vesting of your outstanding unvested options.

       e)     In the event of your Involuntary Termination or Termination
              without Cause within one year of a Change in Control, provided the
              change of control occurs within two years of the Commencement
              Date, you will be entitled to the following: a lump sum payment
              equal to twelve months of your current annual base salary and full
              target bonus (less applicable deductions and withholding) payable
              within 30 days after the date of termination; and accelerated
              vesting of fifty percent (50%) of your outstanding unvested
              options to purchase Veritas common stock, with all vested options
              exercisable for a period of 90 days from the date of your
              Involuntary Termination or Termination without Cause. This section
              8.e shall survive for twelve months beyond the term noted in
              Section 13.


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       f)     For the purpose of this agreement, Termination by Death or
              Disability shall be treated as Involuntary Termination.

       g)     If your severance and other benefits provided for in this Section
              8 constitute "parachute payments" within the meaning of Section
              280G of the Code and, but for this subsection, would be subject to
              the excise tax imposed by Section 4999 of the Internal Revenue
              Code, then your severance and other benefits under this Section 8
              will be payable, at your election, either in full or in such
              lesser amount as would result, after taking into account the
              applicable federal, state and local income taxes and the excise
              tax imposed by Section 4999, in your receipt on an after-tax basis
              of the greatest amount of severance and other benefits.

       h)     No payments due you hereunder shall be subject to mitigation or
              offset.

9)     Indemnification Agreement. Upon your commencement of employment with
       Veritas, Veritas will enter into its standard form of indemnification
       agreement for officers and directors (which can be viewed in our most
       recent published proxy statement) to indemnify you against certain
       liabilities you may incur as an officer or director of Veritas.

10)    Confidential Information and Invention Assignment Agreement. Upon your
       commencement of employment with Veritas, you will be required to sign its
       standard form of Employee Agreement, a copy of which is attached to this
       letter as Exhibit B, to protect Veritas' confidential information and
       intellectual property.

11)    No Solicitation. During the term of your employment with Veritas and for
       two years thereafter, you will not, on behalf of yourself or any third
       party, solicit or attempt to induce any employee of Veritas to terminate
       his or her employment with Veritas.

12)    Arbitration. The parties agree that any dispute regarding the
       interpretation or enforcement of this agreement shall be decided by
       confidential, final and binding arbitration conducted by Judicial
       Arbitration and Mediation Services ("JAMS") under the then existing JAMS
       rules rather than by litigation in court, trial by jury, administrative
       proceeding or in any other forum. The filing fees and arbitrator's fees
       and costs in such arbitration will be borne by Veritas. The parties will
       be entitled to reasonable discovery of essential matters as determined by
       the arbitrator. In the arbitration, the parties will be entitled to all
       remedies that would have been available if the matter were litigated in a
       court of law.

13)    Term. This agreement shall be in effect upon the signing by both parties,
       and shall expire two years after the commencement date, at which time
       your employment with Veritas will be treated no less favorably than the
       policies in effect at the time for other senior executives of Veritas.

14)    Miscellaneous.

       a)     Authority to Enter into Agreement. Veritas represents that Mark
              Leslie, its Chairman of the Board, has due authority to execute
              and deliver this agreement on behalf of Veritas.

       b)     Absence of Conflicts. You represent that upon the Commencement
              Date your performance of your duties under this agreement will not
              breach any other agreement as to which you are a party.

       c)     Attorneys Fees. If a legal action or other proceeding is brought
              for enforcement of this agreement because of an alleged dispute,
              breach, default, or misrepresentation in connection with any of
              the provisions of this agreement, the prevailing party shall be
              entitled to recover reasonable attorneys' fees and costs incurred,
              both before and after judgment, in addition to any other relief to
              which they may be entitled.


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       d)     Successors. This agreement is binding on and may be enforced by
              Veritas and its successors and assigns and is binding on and may
              be enforced by you and your heirs and legal representatives. Any
              successor to Veritas or substantially all of its business (whether
              by purchase, merger, consolidation or otherwise) will in advance
              assume in writing and be bound by all of Veritas's obligations
              under this agreement.

       e)     Notices. Notices under this agreement must be in writing and will
              be deemed to have been given when personally delivered or two days
              after mailed by U.S. registered or certified mail, return receipt
              requested and postage prepaid. Mailed notices to you will be
              addressed to you at the home address which you have most recently
              communicated to Veritas in writing. Notices to Veritas will be
              addressed to its General Counsel at Veritas's corporate
              headquarters.

       f)     Waiver. No provision of this agreement will be modified or waived
              except in writing signed by you and an officer of Veritas duly
              authorized by its Board of Directors. No waiver by either party of
              any breach of this agreement by the other party will be considered
              a waiver of any other breach of this agreement.

       g)     Entire Agreement. This agreement, including the attached exhibits,
              represents the entire agreement between us concerning the subject
              matter of your employment by Veritas.

       h)     Governing Law. This agreement will be governed by the laws of the
              State of California without reference to conflict of laws
              provisions.

Gary, we are very pleased to extend this offer of employment to you and look
forward to your joining Veritas as its President and Chief Executive Officer.
This offer of employment is effective through November 17, 2000, after which it
will expire. Please indicate your acceptance of the terms of this agreement by
signing in the place indicated below.


Very truly yours,


 /s/ Mark Leslie
---------------------------------
Mark Leslie, Chairman and CEO
VERITAS Software Corporation


ACCEPTED:


 /s/ Gary L. Bloom                      November 17, 2000
---------------------------------
Gary L. Bloom



Commencement Date:                      November 17, 2000


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Exhibit A

             VERITAS 2001 CHIEF EXECUTIVE OFFICER COMPENSATION PLAN

The 2001 CEO Annual Compensation Plan shall consist of two components, as
follows:

COMPONENT AMOUNT PAID Base Salary $1,000,000 Regular payroll EPS Bonus $800,000 Annually ---------- TOTAL $1,800,000
BASE SALARY The Base Salary will be earned on a weekly basis. Additionally, the base salary shall be the basis for calculating life and disability benefits (and any other such benefits which are base salary driven) which shall be provided consistent with the standard company benefits policy. EPS BONUS The EPS Bonus shall be earned by achieving the earnings per share specified in the approved operating plan. Bonus shall be paid out in accordance with the following plan:
PERFORMANCE % OF EPS BONUS <25% 0 25% 50% 50% 100% 100% 100% 110% 150% 120% 250% >120% 250%
Any intermediate achievement between levels will earn a proportional amount (for example, earnings of 105% would earn 125% of bonus). PAYMENTS The CEO shall be responsible for assessing and recommending to the Compensation Committee payment for the EPS Bonus. Payment for the EPS Bonus shall be made not later than January 31, 2002. ELIGIBILITY In order to be eligible to receive a bonus, the individual must be employed by Veritas at the time of payment. DISCRETION OF THE BOARD OF DIRECTORS Notwithstanding the above, the Company's board of directors, at its sole discretion, may, for reasonable cause, modify or change this Plan or its implementation at any time. ------------------------ ---------- ------------------------ ------ for Veritas Date Gary Bloom, President & CEO Date 8 EXHIBIT B AGREEMENT CONCERNING CERTAIN DUTIES OF VERITAS EMPLOYMENT: INVENTIONS, TRADE SECRETS, AND DISCLOSURES This EMPLOYEE AGREEMENT when signed below by me, an employee of VERITAS Software Corporation ("VERITAS") is my agreement with VERITAS regarding inventions, trade secrets, works of authorship, proprietary information, proprietary materials, and other terms and conditions of employment (the "Agreement"). In consideration of my Employment or of my continued employment, with VERITAS, I agree that: 1. Either during or after my employment with VERITAS, I will not disclose to anyone outside of VERITAS, nor use in other than VERITAS' business, except with the prior written permission of an officer of the corporation, any invention, trade secret, work of authorship, proprietary information or proprietary materials that relates in any manner to any VERITAS actual or anticipated business, research, development, product, device, or activity, or that is received in confidence by or for VERITAS from any other person. "Proprietary Information" includes but is not limited to inventions, marketing plans, product plans, business strategies, financial information, forecasts, personnel information, customer lists and any other nonpublic technical or business information which I know or have reason to know VERITAS would like to treat as confidential for any purpose, such as maintaining a competitive advantage or avoiding undesirable publicity. Examples of "inventions" include, but are not limited to, original works of authorship, formulas, processes, computer programs, databases, trade secrets, mechanical and electronic hardware, computer languages, user interfaces, documentation, marketing and new product plans, production processes, advertising, packaging and marketing techniques, and improvements to anything. Upon termination of my employment with VERITAS, I will promptly deliver to VERITAS all documents and materials of any nature pertaining to my work with VERITAS and I will not take with me any documents or materials or copies thereof containing any Proprietary Information. 2. I represent that my performance of all the terms of this Agreement and my duties as an employee of VERITAS will not breach any Proprietary Information, invention, assignment or similar agreement with any former employer or other party. I represent that I will not bring with me to VERITAS or use in the performance of my duties for VERITAS any documents or materials of a former employer or any other person that are not generally available to the public. 3. During my employment with VERITAS, I will not engage in any other employment, occupation, consultation, or other activity relating to any actual or anticipated business, research, development, product, service or activity of VERITAS, or which otherwise conflicts with my obligations to VERITAS, without first informing an executive corporate officer of VERITAS about any such activity to ensure that all parties agree that no conflict exists. If new conflicts arise with respect to my obligations to VERITAS pursuant to Paragraph 10 (d) of this Agreement, then VERITAS agrees to advise me of those conflicts. The specific actions for resolving these new conflicts will be agreed upon after I have been advised of this conflict. 4. I hereby assign and agree to assign to VERITAS my entire right, title, and interest in any Proprietary Information, invention, trade secret, work of authorship, or proprietary materials hereafter made or conceived solely by me or jointly with others and any associated patents, patent applications, copyrights, trade secret rights, mask work rights, rights of proprietary and other intellectual property rights which: a. were developed while working for VERITAS in an executive, managerial, planning, technical, research, engineering, development, manufacturing, programming, sales, marketing, system service, repair, or other capacity, using equipment, supplies, facilities or trade secrets of VERITAS; and 9 b. relates in any manner at the time of conception or reduction to practice to any VERITAS actual or anticipated business, research, development, product, service, or activity, or is suggested by or results from any task assigned to me or work performed by me for or on behalf of VERITAS, and c. was not developed entirely on my own time. 5. I have been notified and understand that the provisions of Section 4 do not apply to any invention that qualifies fully under the provisions of Section 2870 of the California Labor Code, which states as follows: a. ANY PROVISIONS IN AN EMPLOYMENT AGREEMENT WHICH PROVIDE THAT AN EMPLOYEE SHALL ASSIGN, OR OFFER TO ASSIGN, ANY OF HIS OR HER RIGHTS IN AN INVENTION TO HIS OR HER EMPLOYER SHALL NOT APPLY TO AN INVENTION THAT THE EMPLOYEE DEVELOPED ENTIRELY ON HIS OR HER OWN TIME WITHOUT USING THE EMPLOYER'S EQUIPMENT, SUPPLIES, FACILITIES, OR TRADE SECRET INFORMATION EXCEPT FOR THOSE INVENTIONS THAT EITHER: (i) RELATE AT THE TIME OF CONCEPTION OR REDUCTION TO PRACTICE OF THE INVENTION TO THE EMPLOYER'S BUSINESS, OR ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT OF THE EMPLOYER; OR (ii) RESULT FROM ANY WORK PERFORMED BY THE EMPLOYEE FOR THE EMPLOYER. b. TO THE EXTENT A PROVISION IN AN EMPLOYMENT AGREEMENT PURPORTS TO REQUIRE AN EMPLOYEE TO ASSIGN AN INVENTION OTHERWISE EXCLUDED FROM BEING REQUIRED TO BE ASSIGNED UNDER SUBDIVISION (a), THE PROVISION IS AGAINST THE PUBLIC POLICY OF THIS STATE AND IS UNENFORCEABLE. 6. In connection with any Proprietary Information, invention, trade secret, work of authorship and/or proprietary materials assigned or to be assigned to VERITAS pursuant to Paragraph 4 of this Agreement: a. I will, disclose promptly in writing all such Proprietary Information, inventions, trade secrets, works of authorship, or proprietary materials upon conception, creation, or my otherwise becoming aware thereof to my immediate superior, with copies to the Senior Vice President of Engineering and the legal department, whether or not they are patentable or copyrightable or protectable as trade secrets or mask works, that are made or conceived or first reduced to practice or created by me, either alone or jointly with others, during the period of my employment whether or not in the course of my employment. b. I will, at VERITAS' request, promptly execute a specific irrevocable assignment of title to VERITAS, and do whatever is deemed necessary or advisable by VERITAS to secure and maintain for VERITAS a patent, copyrights, or other proprietary interest in Proprietary Information, such invention, trade secret, work of authorship, or other proprietary interest in such Proprietary Information, invention, trade secret, work of authorship, or proprietary materials, and with respect to any associated patents, patent applications, copyrights, trade secret rights, mask work rights, rights of priority and other intellectual property rights, in the United States and in foreign countries both during and after my employment with VERITAS. c. I hereby irrevocably transfer and assign to VERITAS any and all "Moral Rights" (as defined below) that I may have in or with respect to any invention. I also hereby forever waive and agree never to assert any and all Moral Rights I may have in or with respect to any invention, even after termination of my work on behalf of VERITAS. "Moral Rights" means any rights of paternity or integrity, any right to claim authorship of any invention, to object to any distortion, mutilation or other modification of, or other derogatory action in relation to, any invention, whether or not such would be prejudicial to my honor or reputation, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a "moral right". 10 d. I acknowledge that any computer program, any programming documentation, and any other work of authorship that falls within the scope of sections (a) and (c) under paragraph 4 of this Agreement is a "work made for hire," and that VERITAS owns all the rights comprised in the copyrights for such work. 11 7. I agree to make and maintain adequate and current written records, in a form specified by VERITAS, of all Proprietary Information inventions, trade secrets, works of authorship, proprietary information, and proprietary materials assigned or to be assigned to VERITAS pursuant to paragraph 4 of this Agreement; and upon the termination of my employment with VERITAS, I agree to surrender to VERITAS all such records and all other tangible items and evidence relating thereto. 8. In further consideration of this Agreement, VERITAS hereby agrees that I may use VERITAS facilities, equipment and other resources for work on inventions and works of authorship, not coming within the provisions of paragraph 4, so long as these activities do not impact my work schedule, the work schedule of other employees, or otherwise amount to excessive use of such resources. VERITAS recognizes that my professional development and standing in the community of software developers is enhanced by such activity. 9. I have attached (as Exhibit A hereto) a complete list of all inventions and works of authorship, if any, patented or unpatented, including a brief identification of all unpatented inventions and works of authorship that I made prior to my employment at VERITAS and which are to be excluded from assignment to VERITAS under this Agreement ("Prior Products"). I hereby certify that I have no continuing obligations with respect to assignment of such Prior Products to any previous employers, nor do I claim any previous unpatented inventions within the scope of this Agreement as my own, except those which I have listed below. I agree to not use VERITAS' Proprietary Information proprietary inventions, or works of authorship, or information in making future improvements or revisions to these Prior Products, without the express written approval of a corporate officer of VERITAS. I hereby grant to VERITAS a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license, with rights to sublicense, to use modify, copy, prepare derivative works of and distribute any VERITAS products that contain all or any portion of such Prior Products(s). I further understand that any improvements, whether patentable or not, made on the listed inventions after commencement of my employment by VERITAS are assigned or are to be assigned to VERITAS to the extent that such improvements are covered by the provisions of paragraph 4 of this Agreement. 10. During my employment with VERITAS, I may add an invention to the invention list described in paragraph 9 in the following way: a. I shall provide, in writing, a brief description and title of the new invention to a corporate officer of VERITAS. This description is hereafter called the NEW INVENTION NOTICE. b. A review period shall be provided for a new invention. The review period shall start on the business day following the receipt of a NEW INVENTION NOTICE by a VERITAS corporate officer. This period is hereafter called the NEW INVENTION REVIEW PERIOD. c. During the NEW INVENTION REVIEW PERIOD, VERITAS may ask questions, in writing, with regard to the new invention and the provisions of paragraph 3. I agree to respond, in writing, to all such questions. In addition, I agree that any delays introduced by my response shall be added to the length of the NEW INVENTION REVIEW PERIOD. d. If a new invention comes within the provisions of paragraph 3, and VERITAS provides written notice thereof, along with an explanation, to me during the review period, then the new invention shall not be added to the list of inventions or works of authorship described by paragraph 7. If no such written notice regarding a new invention is received within thirty (30) days of the NEW INVENTION NOTICE, then the new invention or work of authorship shall be excluded from assignment to VERITAS under this Agreement. 11. I understand that VERITAS, from time to time, may have agreements with other persons, companies or with the United States Government or agencies thereof which impose obligations or restrictions on VERITAS regarding Proprietary Information inventions, trade secrets, works of authorship, and proprietary materials made during the course of work under such agreements or regarding the confidential nature of such work. I agree to be bound by all such obligations and any applicable United States laws or regulations. 12 12. I hereby authorize VERITAS to notify others, including but not limited to customers of VERITAS, or my future employers, of the terms of this Agreement and my responsibilities hereunder. 13. In the event of any violation of this Agreement by me, and in addition to any relief or remedies to which VERITAS is entitled, I agree that VERITAS shall have the right to an immediate injunction, and shall have the right to recover the reasonable attorney's fees and court costs expended in connection with any litigation instituted to enforce this Agreement. I agree that any dispute in the meaning, effect or validity of this Agreement shall be resolved in accordance with the laws of the State of California without regard to the conflict of laws provisions thereof. I further agree that if one or more provisions of this Agreement are held to be unenforceable under applicable California law, such provision(s) shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 14. "VERITAS" as used in this Agreement includes any and all subsidiaries and affiliated companies of VERITAS Software Corporation, and this Agreement shall inure to the benefit of any successors in interest or of any assignees of VERITAS. 15. During the term of my employment and for one (1) year thereafter, I will not encourage or solicit any employee of VERITAS to leave VERITAS for any reason. However, this obligation shall not affect any responsibility I may have as an employee of VERITAS with respect to the bona fide hiring and firing of Company personnel. 16. Any dispute or claim, whether based on contract, tort, or otherwise, relating to or arising out of my employment by VERITAS shall be submitted by the parties to arbitration by the American Arbitration Association in the City of San Francisco, State of California and shall be subject to final and binding arbitration. The arbitrator shall have jurisdiction to determine any such claim, and may grant any relief authorized by law. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorney's fees and reasonable costs for expert and other witnesses; provided however that nothing in this Agreement shall be deemed as preventing either party from seeking injunctive relief (or any other provisional remedy) from the courts as necessary. The parties shall be entitled to discovery as provided in the Code of Civil Procedure of the State of California, whether or not the California Arbitration Act is deemed to apply to said provision. 17. I understand that this Agreement does not constitute a contract of employment or obligate VERITAS to employ me for any stated period of time. I understand that my employment with VERITAS is at will and may be terminated by VERITAS at any time and for any reason, with or without cause. 18. I acknowledge receipt of a copy of this Agreement and agree that with respect to the subject matter hereof, it is my entire agreement with VERITAS, superseding any previous oral or written communications, representations, undertaking, or agreements with VERITAS or any official or representative thereof. This agreement may not be modified or changed except in a writing signed by the employee and an officer of the corporation. IN WITNESS WHEREOF, the parties have entered into this Agreement on this ____ day of _________, 20___. VERITAS SOFTWARE CORPORATION EMPLOYEE BY: --------------------------------- ----------------------------------- (SIGNATURE) ITS: -------------------------------- ----------------------------------- (PRINT NAME) 13 EXHIBIT A (AS REFERENCED IN PARAGRAPH 9) DESCRIPTION OF INVENTIONS BEFORE VERITAS SOFTWARE EMPLOYMENT
TITLE OF DOCUMENT DATE OF DOCUMENT NAME OF WITNESS ------------------------------------- ----------------------- --------------------------- ------------------------------------- ----------------------- --------------------------- ------------------------------------- ----------------------- --------------------------- ------------------------------------- ----------------------- --------------------------- ------------------------------------- ----------------------- --------------------------- ------------------------------------- ----------------------- --------------------------- ------------------------------------- ----------------------- --------------------------- ------------------------------------- ----------------------- ---------------------------
(IF "NONE", PLEASE SO STATE) VERITAS SOFTWARE CORPORATION EMPLOYEE BY: --------------------------------- ----------------------------------- (SIGNATURE) ITS: -------------------------------- ----------------------------------- (PRINT NAME) ----------------------------------- (DATE)