{"id":40453,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/separation-agreement-and-mutual-release-accrue-software-inc7.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"separation-agreement-and-mutual-release-accrue-software-inc7","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/separation-agreement-and-mutual-release-accrue-software-inc7.html","title":{"rendered":"Separation Agreement and Mutual Release &#8211; Accrue Software Inc. and Richard Kreysar"},"content":{"rendered":"<pre>                              ACCRUE SOFTWARE, INC.\n\n                     SEPARATION AGREEMENT AND MUTUAL RELEASE\n\n        This Separation Agreement and Mutual Release (\"AGREEMENT\") is made by\nand between Accrue Software, Inc., a Delaware corporation (the \"COMPANY\"), and\nRichard Kreysar (\"MR. KREYSAR\" or \"EMPLOYEE\").\n\n        WHEREAS, Mr. Kreysar was employed by the Company pursuant to the terms\nof an offer letter dated June 16, 1998; and\n\n        WHEREAS, the Company and Mr. Kreysar have mutually agreed to terminate\nthe existing employment relationship and to release each other from any claims\narising from or related to the employment relationship.\n\n        NOW, THEREFORE, in consideration of the mutual promises made herein, the\nCompany and Mr. Kreysar (collectively referred to as the \"PARTIES\") hereby agree\nas follows:\n\n        1. TERMINATION OF EMPLOYMENT; SERVICE ON BOARD OF DIRECTORS. Mr. Kreysar\nand the Company acknowledge and agree that Mr. Kreysar's employment as Chief\nExecutive Officer of the Company terminated effective at the close of business\non January 15, 2001 (the \"TERMINATION DATE\"). Following the Termination Date,\nMr. Kreysar shall continue as a member of the Board of Directors (the \"BOARD\")\nat the discretion of the Board. Mr. Kreysar agrees to submit his letter of\nvoluntary resignation to the Board when requested to do so by the Board. In all\nevents, Mr. Kreysar's continued service as a member of the Board shall be\nsubject to his election to such position by the stockholders of the Company.\n\n        2. SEVERANCE BENEFITS. In consideration for the release of claims set\nforth below and other obligations under this Agreement, and provided this\nAgreement is signed by Mr. Kreysar and not revoked under Section 7 herein, and\nfurther provided that Mr. Kreysar remains in full compliance with his\nobligations to the Company under this Agreement, the Company agrees to provide\nthe following severance benefits to Mr. Kreysar:\n\n                (a) Following the Termination Date, the Company shall continue\nto pay as severance to Mr. Kreysar his regular base salary for a six-month\nperiod (the \"Severance Period\"). Each severance payment shall be reduced by\napplicable tax withholding and shall be paid in accordance with the Company's\nregular payroll schedule and practices. The first severance payment shall be\nmade on the first regular payroll date following the Effective Date of this\nAgreement (as defined in Section 20 below);\n\n                (b) If Mr. Kreysar accurately and timely elects to continue his\nhealth insurance benefits under COBRA, as described in Section 3(a) below, the\nCompany agrees to pay the applicable COBRA premiums until the end of the\nSeverance Period;\n\n                (c) Mr. Kreysar shall be entitled to keep and assume ownership\nof the laptop computer provided to him by the Company. Mr. Kreysar shall be\nresponsible for any and all maintenance and repair costs incurred with respect\nto the computer after the Termination Date; and\n   2\n\n                (d) Notwithstanding the original vesting terms set forth in the\nPurchase Agreement for the First Option Shares (as such terms are defined in\nSection 4(a) below), the Company agrees to waive its right to repurchase an\naggregate of 400,710 of the First Option shares not otherwise vested as of the\nTermination Date and to waive payment of the principal and interest amount owing\nwith respect to Mr. Kreysar's purchase of 1,204,261 of the First Option shares,\nsubject to the terms of Section 4(a) below.\n\n        3. EMPLOYEE BENEFITS.\n\n                (a) Mr. Kreysar shall continue to receive the Company's health\ninsurance benefits (medical and dental) at Company expense until January 31,\n2001, which date shall be the \"qualifying event\" date under the Consolidated\nOmnibus Budget Reconciliation Act of 1985, as amended (\"COBRA\"). If Mr. Kreysar\ntimely and accurately elects to continue his health insurance benefits under\nCOBRA following such date, the Company shall pay the applicable COBRA premiums\nthrough the end of the Severance Period. Following such date, Mr. Kreysar has\nthe right to continue the COBRA coverage at his own expense.\n\n                (b) Except as otherwise provided above, Mr. Kreysar shall not be\nentitled to participate in any of the Company's benefit plans or programs\noffered to employees of the Company after the Termination Date.\n\n        4. STOCK INTERESTS.\n\n                (a) RESTRICTED STOCK. Under the terms of the Notice of Stock\nOption Grant and the Stock Option Agreement granted to Mr. Kreysar on August 18,\n1998 (the \"FIRST OPTION\"), and the Early Exercise Notice and Restricted Stock\nPurchase Agreement for the First Option executed on October 1, 1998 by Mr.\nKreysar and the Company (the \"PURCHASE AGREEMENT\"), Mr. Kreysar purchased\n1,605,683 shares of the Company's Common Stock (the \"SHARES\") with a per Share\npurchase price of $0.12, for a total purchase price of $192,681.96. Mr. Kreysar\npaid the purchase price for the Shares by delivering a promissory note to the\nCompany (the \"NOTE\") dated October 1, 1998 in the original aggregate principal\namount of $192,681.96, bearing 5.06% interest per annum on the unpaid balance of\nsuch principal sum, copies of which are attached hereto as Exhibit A. Mr.\nKreysar purchased the Shares subject to a right of repurchase by the Company at\nMr. Kreysar's original cost of $0.12 per Share on the termination of Mr.\nKreysar's relationship with the Company as an employee or consultant pursuant to\nthe terms of the Purchase Agreement. Such repurchase right was to lapse at a\nrate of 25% of the Shares on the twelve month anniversary of the Vesting\nCommencement Date (as defined in the Purchase Agreement) and thereafter at the\nrate of 1\/48th of the total number of Shares on the 22nd day of each month\nfollowing the Vesting Commencement Date. As of the Termination Date, the Parties\nacknowledge and agree that (1) the outstanding balance under the Note, not\nincluding accrued interest, remains $192,681.96, and that such balance, together\nwith accrued interest, was due and payable on the Termination Date, (2) the\nCompany's repurchase right under the Purchase Agreement had lapsed as to\n1,003,551 of the Shares and (3) the Company has the right to repurchase 602,132\nunvested Shares.\n\n                        (i) ACCELERATION OF VESTING. Notwithstanding the above,\nin consideration for the release of claims set forth below and other obligations\nunder this \n\n\n   3\n\nAgreement, and notwithstanding the terms of the Purchase Agreement, the Company\nshall, immediately prior to the Effective Date, release an additional 400,710 of\nthe Shares from the Company's right of repurchase. Accordingly, the Company\nshall exercise its right to repurchase 201,422 unvested Shares held by Mr.\nKreysar, and pursuant to the terms of the Purchase Agreement, the Company shall\npay the total repurchase price for the unvested Shares by canceling $24,170.64\nof the principal amount of Mr. Kreysar's indebtedness to the Company due under\nthe Note for such unvested shares. Upon such cancellation, Mr. Kreysar owes to\nthe Company the remaining principal balance of $168,511.32 for the vested Shares\nand the accrued interest on the entire original principal amount, with such\nprincipal balance, together with accrued interest, being immediately due and\npayable.\n\n                        (ii) FORGIVENESS OF PORTION OF PROMISSORY NOTE;\nEXECUTION OF NEW PROMISSORY NOTE. In further consideration for the release of\nclaims set forth below and other obligations under this Agreement, the Company\nshall forgive the aggregate amount of $167,921.78 on the Note, which represents\nthe principal amount of $144,511.32 (the purchase price for 1,204,261 of the\nShares) plus the accrued interest on the entire original principal amount of the\nNote. In accordance with applicable tax law, that amount shall be reported as\ntaxable income to Mr. Kreysar on his Form W-2 for 2001. Concurrent with his\nexecution of this Agreement, Mr. Kreysar shall enter into a new nonrecourse\npromissory note in favor of the Company in the amount of $24,000 (the \"NEW\nNote\"), in the form attached hereto as Exhibit E. Upon execution of the New\nNote, the Note shall be cancelled by the Company.\n\n                  (c) STOCK OPTION. The terms of the Stock Option granted to Mr.\nKreysar on April 17, 2000 under the terms of the Company's 1996 Stock Plan (the\n\"SECOND OPTION\"), a copy of which is attached as Exhibit B, for the grant of\n50,000 shares of the Company's Common Stock (the \"SECOND OPTION SHARES\")\nprovides that the Second Option Shares vest at the rate of 25% of the Second\nOption Shares on the twelve month anniversary date of the Vesting Commencement\nDate (as defined in the Second Option Agreement), and 1\/48 of the total number\nof Second Option Shares vest each month thereafter. The Parties acknowledge and\nagree that, pursuant to such vesting schedule, zero of the Second Option Shares\nhad vested as of the Termination Date. Accordingly, the Second Option expired by\nits terms on the Termination Date.\n\n        Except as set forth in this Agreement, the Purchase Agreement and the\nagreements issued in connection with the grants of the First and Second Options,\nMr. Kreysar acknowledges that as of the Termination Date, Mr. Kreysar shall have\nno right, title or interest in or to any shares of the Company's capital stock\nunder the Purchase Agreement, the option agreements, or any other agreement\n(oral or written) or plan with the Company.\n\n        5. NO OTHER PAYMENTS DUE. Mr. Kreysar and the Company agree that the\nCompany paid to Mr. Kreysar on or before the Termination Date, his accrued\nsalary, accrued vacation and other sums as were then due to Mr. Kreysar through\nsuch date. By executing this Agreement, Mr. Kreysar hereby acknowledges receipt\nof all such payments and acknowledges that, in light of the payment by the\nCompany of all wages due to Mr. Kreysar, California Labor Code Section 206.5 is\nnot applicable to the Parties hereto. That section provides in pertinent part as\nfollows:\n   4\n\n                        No employer shall require the execution of any release\n                        of any claim or right on account of wages due, or to\n                        become due, or made as an advance on wages to be earned,\n                        unless payment of such wages has been made.\n\n        6. RELEASE OF CLAIMS. In consideration for the obligations of both\nparties set forth in this Agreement, Mr. Kreysar and the Company, on behalf of\nthemselves, and their respective heirs, executors, officers, directors,\nemployees, investors, stockholders, administrators and assigns, hereby fully and\nforever release each other and their respective heirs, executors, officers,\ndirectors, employees, investors, stockholders, administrators, predecessor and\nsuccessor corporations and assigns, of and from any claim, duty, obligation or\ncause of action relating to any matters of any kind, whether presently known or\nunknown, suspected or unsuspected, that any of them may possess arising from any\nomissions, acts or facts that have occurred up until and including the date of\nthis Agreement including, without limitation:\n\n                (a) any and all claims relating to or arising from Mr. Kreysar's\nemployment relationship with the Company and the termination of that\nrelationship;\n\n                (b) any and all claims relating to, or arising from, Mr.\nKreysar's right to purchase, or actual purchase of shares of stock of the\nCompany;\n\n                (c) any and all claims for wrongful discharge of employment;\nbreach of contract, both express and implied; breach of a covenant of good faith\nand fair dealing, both express and implied, negligent or intentional infliction\nof emotional distress; negligent or intentional misrepresentation; negligent or\nintentional interference with contract or prospective economic advantage;\nnegligence; and defamation;\n\n                (d) any and all claims for violation of any federal, state or\nmunicipal statute, including, but not limited to, Title VII of the Civil Rights\nAct of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment\nAct of 1967, the Americans with Disabilities Act of 1990, and the California\nFair Employment and Housing Act;\n\n                (e) any and all claims arising out of any other laws and\nregulations relating to employment or employment discrimination; and\n\n                (f) any and all claims for attorneys' fees and costs.\n\n        The Company and Mr. Kreysar agree that the release set forth in this\nSection 6 shall be and remain in effect in all respects as a complete general\nrelease as to the matters released. This release does not extend to any\nobligations incurred or specified under this Agreement.\n\n        7. ACKNOWLEDGMENT OF WAIVER OF CLAIMS UNDER ADEA. Mr. Kreysar\nacknowledges that he is waiving and releasing any rights he may have under the\nAge Discrimination in Employment Act of 1967 (\"ADEA\") and that this waiver and\nrelease is knowing and voluntary. Mr. Kreysar and the Company agree that this\nwaiver and release does not apply to any rights or claims that may arise under\nADEA after the date of this Agreement. Mr. Kreysar acknowledges that the\nconsideration given for this waiver and release Agreement is in addition to\nanything of value to which Mr. Kreysar was already \n\n\n   5\n\nentitled. Mr. Kreysar further acknowledges that he has been advised by this\nwriting that (a) he should consult with an attorney prior to executing this\nAgreement; (b) he has at least twenty-one (21) days within which to consider\nthis Agreement; (c) he has seven (7) days following his execution of this\nAgreement to revoke the Agreement (the \"REVOCATION PERIOD\"). This Agreement\nshall not be effective until the Revocation Period has expired.\n\n        8. CIVIL CODE SECTION 1542. The Parties represent that they are not\naware of any claim by either of them other than the claims that are released by\nthis Agreement. Mr. Kreysar and the Company acknowledge that they have been\nadvised by legal counsel and are familiar with the provisions of California\nCivil Code Section 1542, which provides as follows:\n\n                A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR\n                DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF\n                EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE\n                MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.\n\n        Mr. Kreysar and the Company, being aware of said Code section, agree to\nexpressly waive any rights they may have thereunder, as well as under any other\nstatute or common law principles of similar effect.\n\n        9. EMPLOYEE COVENANTS.\n\n\n                (a) GENERAL. Mr. Kreysar agrees that for all periods described\nin this Agreement, he shall continue to conduct himself in a professional manner\nthat is supportive of the business of the Company.\n\n                (b) CONFIDENTIAL INFORMATION. Mr. Kreysar understands and agrees\nthat his obligations to the Company under the Confidential Information and\nInventions Agreement he executed on ______, 1998 (the \"CONFIDENTIALITY\nAGREEMENT\"), a copy of which is attached hereto as Exhibit C, survive the\ntermination of his relationship with the Company under this Agreement. Mr.\nKreysar agrees that at all times hereafter he shall continue to maintain the\nconfidentiality of all confidential and proprietary information of the Company\nas provided by the Confidentiality Agreement and that he shall not intentionally\ndivulge, furnish or make available to any party any of the trade secrets,\npatents, patent applications, price decisions or determinations, inventions,\ncustomers, proprietary information or other intellectual property of the\nCompany, until after such time as such information has become publicly known\notherwise than by act of collusion of Mr. Kreysar. Mr. Kreysar further agrees to\nexecute the Termination Certification attached as Exhibit C to the\nConfidentiality Agreement.\n\n                (c) CONFIDENTIALITY OF THIS AGREEMENT. The parties each agree to\nuse their best efforts to maintain in confidence the existence of this\nAgreement, the contents and terms of this Agreement, and the consideration for\nthis Agreement (hereinafter collectively referred to as \"SEPARATION\nINFORMATION\"). Each party hereto agrees to take every reasonable precaution to\nprevent disclosure of any Separation Information to third parties, except as may\nbe or has been disclosed in a press release and except for disclosures required\nby law or \n\n\n   6\n\nnecessary to effectuate the terms of this Agreement. Mr. Kreysar understands and\nacknowledges that Company may be required to file a copy of this Agreement with\nthe Securities and Exchange Commission and to disclose its terms in Company's\nnext proxy statement. The parties agree to take every precaution to disclose\nSeparation Information only to those employees, officers, directors, attorneys,\naccountants, governmental entities, and family members who have a reasonable\nneed to know of such Separation Information.\n\n                (d) SEC REPORTING. Mr. Kreysar will cooperate with the Company\nin providing information with respect to all reports required to be filed by the\nCompany with the Securities and Exchange Commission as they relate to required\ninformation with respect to Mr. Kreysar.\n\n                (e) NONCOMPETITION. During the period from the Termination Date\nthrough the end of the Severance Period, Mr. Kreysar agrees that he shall not\nengage in any employment, consulting or business relationship with any company\nthat is in competition with the Company, including without limitation the\nfollowing companies: Andromedia, Inc., net.Genesis Corporation, WebTrends\nCorporation, Broadbase Software, Inc. and E.piphany, Inc.\n\n        10. NON-DISPARAGEMENT. Each Party agrees to refrain from any\ndisparagement, defamation, slander of the other, or tortious interference with\nthe contracts and relationships of the other.\n\n        11. BREACH OF THIS AGREEMENT. Mr. Kreysar acknowledges that upon\nmaterial breach of any provision of this Agreement, the Company would sustain\nirreparable harm from such breach, and, therefore, Mr. Kreysar agrees that in\naddition to any other remedies which the Company may have for any breach of this\nAgreement or otherwise, including termination of the Company's obligations to\nprovide the salary, benefits, accelerated stock vesting and loan forgiveness to\nMr. Kreysar as described in Sections 2, 3 and 4 of this Agreement, the Company\nshall be entitled to obtain equitable relief including specific performance,\ninjunctions and restraining Mr. Kreysar from committing or continuing any such\nviolation of this Agreement. Mr. Kreysar further agrees that if the Company\nceases such payments and benefits as a result of Mr. Kreysar's breach of this\nAgreement, the waiver and release set forth in this Agreement shall remain in\nfull force and effect at all times in the future.\n\n        12. AUTHORITY. The Company represents and warrants that the undersigned\nhas the authority to act on behalf of the Company and to bind the Company and\nall who may claim through it to the terms and conditions of this Agreement. Mr.\nKreysar represents and warrants that he has the capacity to act on his own\nbehalf and on behalf of all who might claim through him to bind them to the\nterms and conditions of this Agreement. Each Party warrants and represents that\nthere are no liens or claims of lien or assignments in law or equity or\notherwise of or against any of the claims or causes of action released herein.\n\n        13. NO REPRESENTATIONS. Neither Party has relied upon any\nrepresentations or statements made by the other Party hereto which are not\nspecifically set forth in this Agreement.\n   7\n\n\n        14. SEVERABILITY. In the event that any provision hereof becomes or is\ndeclared by a court or other tribunal of competent jurisdiction to be illegal,\nunenforceable or void, this Agreement shall continue in full force and effect\nwithout said provision.\n\n        15. ARBITRATION. The Parties shall attempt to settle all disputes\narising in connection with this Agreement through good faith consultation. In\nthe event no agreement can be reached on such dispute within fifteen (15) days\nafter notification in writing by either Party to the other concerning such\ndispute, the dispute shall be settled by binding arbitration to be conducted in\nContra Costa County before the American Arbitration Association under its\nCalifornia Employment Dispute Resolution Rules, or by a judge to be mutually\nagreed upon. The arbitration decision shall be final, conclusive and binding on\nboth Parties and any arbitration award or decision may be entered in any court\nhaving jurisdiction. The Parties agree that the prevailing party in any\narbitration shall be entitled to injunctive relief in any court of competent\njurisdiction to enforce the arbitration award. The Parties further agree that\nthe prevailing Party in any such proceeding shall be awarded reasonable\nattorneys' fees and costs. This Section 15 shall not apply to the\nConfidentiality Agreement. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO\nTRIAL BY JURY IN REGARD TO ARBITRABLE CLAIMS.\n\n        16. INDEMNIFICATION. The Indemnification Agreement entered into by Mr.\nKreysar and the Company on June 22, 1998, a copy of which is attached as Exhibit\nD, shall remain in effect following the Termination Date in accordance with the\nterms of such agreement.\n\n        17. ENTIRE AGREEMENT. This Agreement, and the exhibits hereto, represent\nthe entire agreement and understanding between the Company and Mr. Kreysar\nconcerning Mr. Kreysar's separation from the Company, and supersede and replace\nany and all prior agreements and understandings concerning Mr. Kreysar's\nrelationship with the Company and his compensation by the Company.\n\n        18. NO ORAL MODIFICATION. This Agreement may only be amended in writing\nsigned by Mr. Kreysar and the Company.\n\n        19. GOVERNING LAW. This Agreement shall be governed by the laws of the\nState of California, without regard to its conflicts of law provisions.\n\n        20. EFFECTIVE DATE. This Agreement is effective upon the expiration of\nthe Revocation Period described in Section 7 and such date is referred to herein\nas the \"EFFECTIVE DATE.\"\n\n        21. COUNTERPARTS. This Agreement may be executed in counterparts, and\neach counterpart shall have the same force and effect as an original and shall\nconstitute an effective, binding agreement on the part of each of the\nundersigned.\n\n        22. ASSIGNMENT. This Agreement may not be assigned by Mr. Kreysar or the\nCompany without the prior written consent of the other party. Notwithstanding\nthe foregoing, this Agreement may be assigned by the Company to a corporation\ncontrolling, controlled by or under common control with the Company without the\nconsent of Mr. Kreysar.\n   8\n\n        23. VOLUNTARY EXECUTION OF AGREEMENT. This Agreement is executed\nvoluntarily and without any duress or undue influence on the part or behalf of\nthe Parties hereto, with the full intent of releasing all claims. The Parties\nacknowledge that:\n\n                (a) they have read this Agreement;\n\n                (b) they have been represented in the preparation, negotiation,\nand execution of this Agreement by legal counsel of their own choice or that\nthey have voluntarily declined to seek such counsel;\n\n                (c) they understand the terms and consequences of this Agreement\nand of the releases it contains; and\n\n                (d) they are fully aware of the legal and binding effect of this\nAgreement.\n\n                IN WITNESS WHEREOF, the Parties have executed this Separation\nAgreement and Mutual Release on the respective dates set forth below.\n\n                                             ACCRUE SOFTWARE, INC.\n\n\nDated as of March 24, 2001                   By:  \/s\/ Robert Smelick \n                                                --------------------------------\n                                             Title: Chairman\n\n                                             RICHARD KREYSAR, an individual\n\n                                             \/s\/  Richard Kreysar\nDated as of March 24, 2001                   -----------------------------------\n                                             Richard Kreysar\n\n\n   9\n\n                                    EXHIBIT A\n\n                               PURCHASE AGREEMENT\n\n\n   10\n\n                                    EXHIBIT B\n\n                             SECOND OPTION AGREEMENT\n\n\n   11\n\n                                    EXHIBIT C\n\n                            CONFIDENTIALITY AGREEMENT\n\n\n   12\n                                    EXHIBIT D\n\n                            INDEMNIFICATION AGREEMENT\n\n\n   13\n\n\n                                    EXHIBIT E\n\n                                 PROMISSORY NOTE\n\n$24,000.00                                                   Fremont, California\n                                                                  March 24, 2001\n\n\n        For value received, the undersigned promises to pay Accrue Software,\nInc., a Delaware corporation (the \"Company\"), at its principal office the\nprincipal sum of $24,000 with interest from the date hereof at a rate of 5.06%\nper annum, compounded semiannually, on the unpaid balance of such principal sum.\nSuch principal and interest shall be due and payable on July 15, 2002; provided,\nhowever, that if the undersigned breaches any material term of the Separation\nAgreement and Mutual Release executed by and between the Company and the\nundersigned on March 24, 2001, this Note shall be immediately due and payable.\n\n        Principal and interest are payable in lawful money of the United States\nof America. AMOUNTS DUE UNDER THIS NOTE MAY BE PREPAID AT ANY TIME WITHOUT\nINTEREST OR PENALTY.\n\n        Should suit be commenced to collect any sums due under this Note, such\nsum as the Court may deem reasonable shall be added hereto as attorneys' fees.\nThe makers and endorsers have severally waived presentment for payment, protest,\nnotice of protest and notice of nonpayment of this Note.\n\n        This nonrecourse Note is secured by a pledge of certain shares of Common\nStock of the Company and is subject to the terms of a Pledge and Security\nAgreement between the undersigned and the Company of even date herewith.\n\n\n                                         \/s\/ RICHARD KREYSAR\n                                         --------------------------------------\n                                         Richard Kreysar\n\n\n   14\n\n\n                          PLEDGE AND SECURITY AGREEMENT\n\n        This Pledge and Security Agreement (the \"Agreement\") is entered into\nthis 24th day of March, 2001 by and between Accrue Software, Inc., a Delaware\ncorporation (the \"Company\") and Richard Kreysar (\"Purchaser\").\n\n                                    RECITALS\n\n        In connection with Purchaser's exercise of an option to purchase certain\nshares of the Company's Common Stock (the \"Shares\") pursuant to an Option\nAgreement effective as of August 18, 1998 between Purchaser and the Company,\nPurchaser delivered a promissory note (the \"Original Note\") in full payment of\nthe exercise price for the Shares. The Company required that the Note be secured\nby a pledge of the Shares on the terms set forth in a Pledge and Security\nAgreement dated October 1, 1998. In connection with the termination of\nPurchaser's employment with the Company on January 15, 2001, the Company is\nrepurchasing certain of the Shares, is forgiving a portion of the principal and\nall of the accrued interest on the Original Note, and is executing a new\npromissory note with Purchaser (the \"Note\") in the amount of $24,000, which\namount represents the purchase price for 200,000 of the Shares (the \"Vested\nShares\"). The Company requires that the Note be secured by a pledge of the\nVested Shares on the terms set forth below.\n\n                                    AGREEMENT\n\n        In consideration of the Company's acceptance of the Note as full or\npartial payment of the exercise price of the Vested Shares, and for other good\nand valuable consideration, the receipt of which is hereby acknowledged, the\nparties hereto agree as follows:\n\n        1. The Note shall become payable in full on July 15, 2002; provided,\nhowever, that if Purchaser breaches any material term of the Separation\nAgreement and Mutual Release executed by and between the Company and Purchaser\non March 24, 2001, the Note shall be immediately due and payable.\n\n        2. Purchaser shall deliver to the Secretary of the Company, or his or\nher designee (hereinafter referred to as the \"Pledge Holder\"), all certificates\nrepresenting the Vested Shares, together with an Assignment Separate from\nCertificate in the form attached to this Agreement as Attachment A executed by\nPurchaser and by Purchaser's spouse (if required for transfer), in blank, for\nuse in transferring all or a portion of the Vested Shares to the Company if, as\nand when required pursuant to this Agreement. In addition, if Purchaser is\nmarried, Purchaser's spouse shall execute the signature page attached to this\nAgreement.\n\n        3. As security for the payment of the Note and any renewal, extension or\nmodification of the Note, Purchaser hereby grants to the Company a security\ninterest in and pledges with and delivers to the Company Purchaser's Vested\nShares (sometimes referred to herein as the \"Collateral\").\n\n        4. In the event that Purchaser prepays all or a portion of the Note, in\naccordance with the provisions thereof, Purchaser intends, unless written notice\nto the contrary is delivered to the Pledge Holder, that the Vested Shares\nrepresented by the portion of the Note \n\n\n   15\n\nso repaid, including annual interest thereon, shall continue to be so held by\nthe Pledge Holder, to serve as independent collateral for the outstanding\nportion of the Note for the purpose of commencing the holding period set forth\nin Rule 144(d) promulgated under the Securities Act of 1933, as amended (the\n\"Securities Act\").\n\n        5. In the event of any foreclosure of the security interest created by\nthis Agreement, the Company may sell the Vested Shares at a private sale or may\nrepurchase the Vested Shares itself. The parties agree that, prior to the\nestablishment of a public market for the Vested Shares of the Company, the\nsecurities laws affecting sale of the Vested Shares make a public sale of the\nVested Shares commercially unreasonable. The parties further agree that the\nrepurchasing of such Vested Shares by the Company, or by any person to whom the\nCompany may have assigned its rights under this Agreement, is commercially\nreasonable if made at a price determined by the Board of Directors in its\ndiscretion, fairly exercised, representing what would be the fair market value\nof the Vested Shares reduced by any limitation on transferability, whether due\nto the size of the block of shares or the restrictions of applicable securities\nlaws.\n\n        6. In the event of default in payment when due of any indebtedness under\nthe Note, the Company may elect then, or at any time thereafter, to exercise all\nrights available to a secured party under the California Commercial Code\nincluding the right to sell the Collateral at a private or public sale or\nrepurchase the Vested Shares as provided above. The proceeds of any sale shall\nbe applied in the following order:\n\n                (a) To the extent necessary, proceeds shall be used to pay all\nreasonable expenses of the Company in enforcing this Agreement and the Note,\nincluding, without limitation, reasonable attorney's fees and legal expenses\nincurred by the Company.\n\n                (b) To the extent necessary, proceeds shall be used to satisfy\nany remaining indebtedness under Purchaser's Note.\n\n                (c) Any remaining proceeds shall be delivered to Purchaser.\n\n        7. Upon full payment by Purchaser of all amounts due under the Note,\nPledge Holder shall deliver to Purchaser all Vested Shares in Pledge Holder's\npossession belonging to Purchaser, and Pledge Holder shall thereupon be\ndischarged of all further obligations under this Agreement; provided, however,\nthat Pledge Holder shall nevertheless retain the Vested Shares as escrow agent\nif at the time of full payment by Purchaser said Vested Shares are still subject\nto a Repurchase Option in favor of the Company.\n\n\n   16\n\n\n\n        The parties have executed this Pledge and Security Agreement as of the\ndate first set forth above.\n\n                                    COMPANY:\n\n                                    ACCRUE SOFTWARE, INC.\n\n\n                                    By:  \/s\/ ROBERT SMELICK\n                                    ------------------------------------\n\n\n                                    Name:  Robert Smelick\n                                         ------------------------------------\n                                                      (print)\n\n                                    Title:\n                                          ------------------------------------\n\n\n                                    Address:\n\n                                    PURCHASER:\n\n                                    RICHARD KREYSAR\n\n                                    \/s\/ RICHARD KREYSAR \n                                    ------------------------------------\n                                    (Signature)\n\n                                    Richard Kreysar\n                                    ------------------------------------\n                                    (Print Name)\n\n                                    Address: 110 Tuscany Way\n                                             Danville, CA 94506\n\n\n\n\n   17\n\n                                  ATTACHMENT A\n\n                      ASSIGNMENT SEPARATE FROM CERTIFICATE\n\n        FOR VALUE RECEIVED and pursuant to that certain Pledge and Security\nAgreement between the undersigned (\"Purchaser\") and Accrue Software, Inc. dated\nMarch 24, 2001 (the \"Agreement\"), Purchaser hereby sells, assigns and transfers\nunto _______________________________ (________) shares of the Common Stock of\nAccrue Software, Inc., standing in Purchaser's name on the books of said\ncorporation represented by Certificate No. ___ herewith and hereby irrevocably\nappoints _____________________________ to transfer said stock on the books of\nthe within-named corporation with full power of substitution in the premises.\nTHIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT.\n\nDated: ____________\n\n                                   Signature:\n\n                                   \/s\/ RICHARD KREYSAR\n                                   ------------------------------------\n                                   Richard Kreysar\n\n\n                                   \/s\/ STACY A. KREYSAR\n                                   -----------------------------------------\n                                   Spouse of Richard Kreysar (if applicable)\n\n\n\nInstruction: Please do not fill in any blanks other than the signature line. The\npurpose of this assignment is to perfect the security interest of the Company\npursuant to the Agreement.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6556],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9551],"class_list":["post-40453","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-accrue-software-inc","corporate_contracts_industries-technology__software","corporate_contracts_types-compensation","corporate_contracts_types-compensation__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40453","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40453"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40453"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40453"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40453"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}