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