{"id":40477,"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-veritas-software-corp-and-mark-leslie.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"separation-agreement-veritas-software-corp-and-mark-leslie","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/separation-agreement-veritas-software-corp-and-mark-leslie.html","title":{"rendered":"Separation Agreement – VERITAS Software Corp. and Mark Leslie"},"content":{"rendered":" VERITAS SOFTWARE CORPORATION\n 350 Ellis Street\n Mountain View, CA 94043\n\n\n November 27, 2001\n\n\nMark Leslie\n[Street Address]\n[City, State, Zip]\n\nDear Mark:\n\n This letter sets forth the agreement between you and VERITAS Software\nCorporation and its affiliates (collectively, the \"COMPANY\") relating to changes\nin your position with the Company.\n\n 1. Separation. Effective as of November 17, 2000 you resigned from your\nposition as Chief Executive Officer of the Company, and the Company accepted\nsuch resignation. On or before December 31, 2001 (the \"RESIGNATION DATE\") you\nwill resign from your position as Chairman of the Board of Directors of the\nCompany (the \"BOARD\") and all other positions you hold with the Company and its\nsubsidiaries, except that you will continue to serve as a non-chairman member of\nthe Board.\n\n 2. Payments by the Company. Subject to your execution of the release set\nforth in Section 9 hereof and your compliance with Sections 10 and 11 hereof,\nthe Company agrees to make the following payments to you.\n\n (a) The Company shall pay you a base salary at an annualized\n rate of $208,333 through December 31, 2001 in accordance with the\n regular payroll practices of the Company.\n\n (b) Subject to the terms of the VERITAS 2001 Executive Officer\n Compensation Plan, and depending on the Company's achievement of\n specified EPS targets for the year ending December 31, 2001, you will be\n eligible to receive your year 2001 annual EPS Bonus based on a target\n amount of $333,333. Such payment, if any, shall be made not later than\n January 31, 2002.\n\n\nMark Leslie 2 November 27, 2001\n\n\n 3. Accelerated Vesting of Options.\n\n (a) All stock options (\"OPTIONS\"), unvested and outstanding as\nof the Resignation Date, held by you to purchase shares (\"SHARES\") of common\nstock of the Company pursuant to stock option awards (\"OPTIONS AWARD\nAGREEMENTS\") under the Company's 1993 Equity Incentive Plan (the \"PLAN\") will\nbecome immediately vested and exercisable upon the Resignation Date.\n\n 4. Employee Options\n\n (a) Except as set forth in Section 4(b), your Options awarded to\nyou as an employee of the Company (\"EMPLOYEE OPTIONS\") shall remain exercisable\nfor a period of ninety (90) days following the Resignation Date, and if not\nexercised by the date ninety (90) days following the Resignation Date, shall be\nforfeited and cancelled in accordance with the terms of the Plan.\n\n (b) The following Employee Options shall remain exercisable\nuntil December 31, 2004, and if not exercised by December 31, 2004, shall be\nforfeited and cancelled:\n\n (i) any Employee Options which are subject to accelerated\nvesting pursuant to Section 3;\n\n (ii) any Employee Options for which the exercise price per Share\nexceeds the Fair Market Value (as defined in the Plan) of a Share as of the date\nhereof; and\n\n (iii) to the extent not covered by Section 4(b)(i) or (ii), the\nEmployee Options granted on April 4, 2001.\n\n 5. Director Options.\n\n (a) You agree that the options identified on EXHIBIT B that were\ngranted to you under the Plan were granted to you for services performed as a\nmember of the Company's Board of Directors (\"DIRECTOR OPTIONS\"). Such Director\nOptions shall remain outstanding under their existing terms as provided by the\nPlan as you continue your relationship with the Company as a Director of the\nBoard.\n\n 6. Option Transfer. The Company hereby agrees that, notwithstanding the\nterms of the Plan and your Award Agreement, prior to the cancellation of any\nEmployee or Director Option, you may transfer any\n\n\nMark Leslie 3 November 27, 2001\n\n\noutstanding Employee or Director Option held by you to any \"family member\" of\nyours in accordance with the terms of this Agreement provided the conditions set\nforth below are met.\n\n (i) For purposes of the foregoing, \"family member\" includes any\nof your child, legally adopted stepchild, grandchild, parent, stepparent through\nlegal adoption, grandparent, spouse (other than those legally separated),\nson-in-law, daughter-in-law, a trust in which these persons have one hundred\npercent of the beneficial interest, a foundation, charitable lead trust or\ncharitable remainder trust as to which these aforementioned persons or the\nemployee manage one hundred percent of the assets, and any other entity of which\nthe aforementioned persons, trust or charitable entities or the employee own one\nhundred percent of the voting interests and provided further that any lead or\nremainder interest of a charitable lead trust of charitable entity be held by or\nfor the benefit of these aforementioned persons. To the extent you desire to\ntransfer Options for estate planning purposes to family members, trusts or\nfoundations not mentioned in the previous sentence, the Company will consider in\ngood faith any requests by you for such a transfer and permit such transfers to\nthe extent such transfers do not or are not likely to result in accounting\ncharges.\n\n (ii) You (or your estate or representative) shall remain\nobligated to satisfy all employment tax and other tax obligations (including\nwithholding tax) associated with the exercise of the transferred Employee or\nDirector Options.\n\n (iii) You shall notify the Company in writing that such transfer\nhas occurred and provide details as to which and how many Employee or Director\nOptions were transferred.\n\n (iv) You shall indemnify the Company with respect to any claim,\ncause of action or other expense incurred by the Company (including attorneys\nfees) in connection with, or arising from, any such transfer executed or\nproposed by you (or your estate or representative), other than as a result of\nthe Company's gross negligence or misconduct.\n\n (v) Following such transfer, the transferred stock options shall\ncontinue to be subject to the same terms and conditions as were applicable to\nthe Employee or Director Options immediately prior to the transfer, including\nthe forfeiture provision set forth herein provided that the term \"Participant\"\nas used in the Company's stock option plan and relevant option agreement shall\nbe deemed to refer to the transferee where required by context.\n\n\nMark Leslie 4 November 27, 2001\n\n\n (vi) The transferee may not further transfer or assign the\ntransferred Employee or Director Options, other than by will or by the laws of\ndescent and distribution.\n\n (vii) The transferred Employee or Director Option may only be\nexercised by the transferee to the same extent such option could, at such time,\nbe exercised by you but for such transfer as set forth herein.\n\n 7. Benefits.\n\n (a) For a period of five years following the Resignation Date,\nthe Company shall either (i) continue medical, dental, and vision benefits for\nyou and your eligible dependents on substantially similar terms and at the same\ncost to you as prior to the Resignation Date or (ii) make payments to you such\nthat, after payment by you of all applicable taxes thereon, you retain an amount\nwhich, when added to the amount of your contribution if any to your health\ninsurance arrangement as in effect prior to the Resignation Date will enable you\nto purchase medical, dental and vision benefits substantially similar to those\nyou and your eligible dependents received immediately prior to the Resignation\nDate on substantially similar terms you received such benefits immediately prior\nto the Resignation Date.\n\n (b) The benefits provided and\/or the amounts paid under this\nSection 7 shall terminate should you become eligible to receive substantially\nsimilar medical, dental or vision benefits offered by another entity at a cost\nno greater than that described in Section 7(a). To the extent you become\neligible to receive substantially similar benefits at a greater cost than\ndescribed in Section 7(a), the Company shall have the option to continue to\nprovide benefits under Section 7(a) or pay you an amount such that, after\npayment by you of all applicable taxes thereon, you retain an amount equal to\nthe difference between the cost of such alternative benefits and the cost to you\nof the benefits provided to you by the Company prior to the Registration Date.\n\n 8. Other Miscellaneous Benefits.\n\n (a) So long as you are a member of the Board, the Company will\ncontinue to provide you with part-time administrative support as reasonably\nnecessary to support your continuing role as an outside director. In addition,\nas an outside director you will receive limited network access and support\nsolely for the purposes of accessing e-mail and voicemail, such support\ncomparable to the\n\n\nMark Leslie 5 November 27, 2001\n\n\ntechnical support for e-mail and voicemail provided to senior executives of the\nCompany.\n\n (b) Subject to the provisions of Section 10 of this Agreement,\nupon the termination of your service as an employee, the Company will permit you\nto keep the Company computer equipment in your possession, although you agree to\nreturn or destroy all confidential information of the Company that does not\nrelate to your duties as a member of the Board. You will be responsible for any\nincome taxes associated with this transfer of ownership.\n\n 9. Release.\n\n (a) You agree to and do fully and completely release, discharge\nand waive any and all claims, complaints, causes of action or demands of\nwhatever kind which you have or may have against the Company, its subsidiaries,\naffiliates, predecessors and successors and all its past and present directors,\nofficers and employees by reason of any event, matter, cause or thing which\noccur prior to the date hereof (hereinafter \"EXECUTIVE CLAIMS\"). You understand\nand accept that this Agreement specifically covers, but is not limited to, any\nand all Executive Claims which you have or may have against the Company relating\nin any way to the Employment Agreement (as defined in Section 13) or to\ncompensation, or to any other terms, conditions or circumstances of your former\nemployment, service as a director or your role as a shareholder of the Company,\nand to the resignation of such employment, whether for severance or based on\nstatutory or common law claims for employment discrimination (including age\ndiscrimination), wrongful discharge, breach of contract or any other theory,\nwhether legal or equitable. Notwithstanding the foregoing, you do not waive any\nrights which you may be entitled to seek to enforce this Agreement or obtain\nbenefits to which you are entitled under the Company's existing benefit plans or\nunder law, or to seek indemnification with respect to liability incurred by you\nas an officer or director of the Company.\n\n (b) You acknowledge that this Release shall extend to unknown,\nas well as known claims, and hereby waives the application of any provision of\nlaw, including, without limitation, Cal. Civ. Code Section 1542 (West 1982 & 2000 Supp.), that purports to limit the scope of a general release. Section 1542\nof the California Civil Code provides:\n\n \"A general release does not extend to claims\n which the creditor does not know or suspect to\n exist in his favor at the time of executing the\n release, which if\n\n\nMark Leslie 6 November 27, 2001\n\n\n known by him must have materially affected his\n settlement with the debtor.\"\n\n\n \/s\/ Mark Leslie\n ------------------------------------\n Initial Here\n\n (c) The Company agrees to and does fully and completely release,\ndischarge and waive any and all claims, complaints, causes of action or demands\nof whatever kind which the Company has or may have against you by reason of any\nevent, matter, cause or thing which has occurred prior to the date hereof\n(hereinafter \"COMPANY CLAIMS\") except any specific matters which are founded\nupon and directly related to allegations of gross negligence, gross misconduct,\nbreach of fiduciary duty or other malfeasance materially injurious to the\nCompany, known or unknown. The Company understands and accepts that this\nAgreement specifically covers, but is not limited to, any and all Company Claims\nwhich the Company has or may have, known or unknown, against you relating in any\nway to compensation, or to any other terms, conditions or circumstances of your\nformer employment with the Company, and to the resignation of such employment,\nwhether based on statutory or common law claims for breach of contract or any\nother theory, legal or equitable. Notwithstanding the foregoing, the Company\ndoes not waive any rights to which it may be entitled (i) to seek to enforce\nthis Agreement, (ii) the Inventions Agreement or (ii) your Options Award\nAgreements.\n\n (d) The Company acknowledges that this Release shall extend to\nunknown, as well as known claims, and hereby waives the application of any\nprovision of law, including, without limitation, Cal. Civ. Code Section 1542\n(West 1982 & 2000 Supp.), that purports to limit the scope of a general release.\nSection 1542 of the California Civil Code provides:\n\n \"A general release does not extend to claims\n which the creditor does not know or suspect to\n exist in his favor at the time of executing the\n release, which if known by him must have\n materially affected his settlement with the\n debtor.\"\n\n \/s\/ Gary Bloom\n ------------------------------------\n Initial Here\n\n\nMark Leslie 7 November 27, 2001\n\n\n 10. Protective Covenants.\n\n (a) Until such time that the benefits provided under Section 7\nof this Agreement expire or terminate, but in no event less than one year\nfollowing the termination of your service as director, you agree that you shall\nnot either directly or indirectly solicit, induce, attempt to hire, recruit,\nencourage, take away, hire any employee of the Company or cause an employee to\nleave his or her employment either to work with you or for any other entity or\nperson. The foregoing covenant shall not be deemed to prohibit you from\nacquiring an investment of not more than one percent (1%) of the capital stock\nof a competing business, whose stock is traded on a national securities exchange\nor through the automated quotation system of a registered securities\nassociation. If (i) you are a non-employee member of the Board of Directors of a\ncompany of which an employee or former employee of the Company becomes an\nemployee and (ii) you have not participated in any way in the solicitation,\ninducement, attempt to hire, recruitment or hire of such employee or former\nemployee, the hiring of such employee by such company will not in and of itself\nbe deemed to be an indirect hire by you and will not automatically establish\nyour violation of this covenant absent any other facts and circumstances.\n\n (b) You represent that the companies set forth on Exhibit A are\nthe companies of which you are currently a member of the board, and that none of\nsuch companies is a competitor of the Company. You acknowledge that you will\nabide by any Conflict of Interest Policy applicable to all members of the Board\nand in effect from time-to-time by the Company. You further acknowledge that you\nare not serving on any of such boards as a representative of the Company and are\nnot entitled to indemnification from the Company with respect to your role as a\nmember of any such board and may not disclose any confidential information\nconcerning the Company in connection with such board membership unless required\nby law or such information as has already been publicly disclosed not through\nany wrongful act of yours or of others in violation of any applicable\nconfidentiality agreement or as is in the public domain other than as a result\nof a wrongful act by you or someone acting on your behalf. So long as you are\nserving as a member of the Board of the Company, you agree that you will not\njoin any additional boards of other companies without notifying the Board and\ncomplying with the Company's Conflict of Interest Policy applicable to other\nmembers of the Board.\n\n (c) You agree that you will continue to comply with the terms of\nthe Agreement concerning Certain Duties of Veritas Software Corporation\nEmployment-Inventions, Trade Secrets, Disclosures (the \"INVENTIONS\n\n\nMark Leslie 8 November 27, 2001\n\n\nAGREEMENT\") in accordance with its terms. Additionally, you will not at any time\n(whether during or after your employment with the Company) disclose or use for\nyour own benefit or purposes or the benefit or purposes of any other person,\nfirm, partnership, joint venture, association, corporation or other business\norganization, entity or enterprise other than the Company and any of its\nsubsidiaries or affiliates, any trade secrets, confidential data, or other\nconfidential information relating to customers, development programs, costs,\nmarketing, trading, investment, sales activities, promotion, credit and\nfinancial data, manufacturing processes, financing methods, plans, or the\nbusiness and affairs of the Company generally, or of any subsidiary or affiliate\nof the Company, provided that the foregoing shall not apply to information which\nis known to the industry or the public other than as a result of your breach of\nthis covenant. You agree that upon the Resignation Date, you will return to the\nCompany immediately all memoranda, books, papers, plans, information, letters\nand other data, and all copies thereof or therefrom, in any way relating to the\nbusiness of the Company and its affiliates except to the extent such material\nwas provided to you as a director or is necessary for you to perform your duties\nas a member of the Board of the Directors. Upon the termination of your services\nas a director, you agree to return to the Company all materials relating to the\nbusiness of the Company. You further agree that you will not retain or use for\nyour account at any time any trade names, trademark or other proprietary\nbusiness designation used or owned in connection with the business of the\nCompany or its affiliates.\n\n 11. Communications with the Public; No Disparagement.\n\n (a) The Company may, in its discretion, issue a press release, with\nyour participation and approval, although such approval shall not be\nunreasonably withheld, relating to the change in your position with the Company,\nand any communications you have with third parties regarding your relationship\nwith the Company shall be consistent with the statements contained therein.\n\n (b) You agree that, other than as may be required by law, you shall\nnot make negative statements or representations, or otherwise communicate\nnegatively, in writing, orally, or otherwise, or take any action which would be\nconsidered by a reasonable person to be, directly or indirectly, disparaging or\ndamaging to the Company, its subsidiaries, affiliates, successors or their\nofficers, directors, employees, business or reputation.\n\n (c) The Company agrees that, other than as may be required by law,\nit shall not, and shall not authorize any officer, agent, employee or other\nrepresentative of the Company to, make negative statements or representations,\nor\n\n\nMark Leslie 9 November 27, 2001\n\n\notherwise communicate negatively, directly or indirectly, in writing, orally or\notherwise, concerning your performance of your duties while employed by the\nCompany, your resignation of employment with the Company or the terms and\nconditions of this Agreement to anyone (other than the Company's legal counsel\nand accountants or as legally required to be disclosed in the Company's filings\nwith the Securities and Exchange Commission or otherwise), or in connection\ntherewith take any action which would be considered by a reasonable person to\nbe, directly or indirectly, disparaging or be damaging to you.\n\n 12. Remedies.\n\n (a) You acknowledge and agree that your and the Company's\nremedies at law for a breach or threatened breach of any of the provisions of\nSections 10 or 11 would be inadequate and, in recognition of this fact, you\nagree that, in the event of a breach or threatened breach, in addition to any\nremedies at law, either party, without posting any bond, shall be entitled to\nobtain equitable relief in the form of specific performance, temporary\nrestraining order, temporary or permanent injunction or any other equitable\nremedy which may then be available.\n\n (b) It is expressly understood and agreed that although you and\nthe Company consider the restrictions contained in Sections 10 or 11 to be\nreasonable, if a final judicial determination is made by a court of competent\njurisdiction that any restriction contained in this Agreement is an\nunenforceable restriction against you, the provisions of this Agreement shall\nnot be rendered void but shall be deemed amended to apply to the maximum extent\nas such court may judicially determine or indicate to be enforceable.\nAlternatively, if any court of competent jurisdiction finds that any restriction\ncontained in this Agreement is unenforceable, and such restriction cannot be\namended so as to make it enforceable, such finding shall not affect the\nenforceability of any of the other restrictions contained herein.\n\n 13. Entire Agreement: Amendment. This Agreement shall supersede any and\nall agreements between you and the Company, including but not limited to the\nEmployment Agreement (the \"EMPLOYMENT AGREEMENT\") dated May 27, 1999 between you\nand the Company, and, together with the Inventions Agreement and your Options\nAward Agreements, contains the entire understanding of the parties with respect\nto your resignation and separation from the Company, except that the terms of\nthe Inventions Agreement and Options Award Agreements shall continue in full\nforce and effect. This Agreement may\n\n\nMark Leslie 10 November 27, 2001\n\n\nnot be altered, modified or amended except by a written agreement signed by both\nparties hereto.\n\n 14. Effectiveness. This Agreement has been approved by the Company's\nBoard and is effective as of the date it is executed by both of the parties\nhereto.\n\n 15. No Waiver. The failure of a party to insist upon strict adherence to\nany term of this Agreement on any occasion shall not be considered a waiver of\nsuch party's rights or deprive such party of the right thereafter to insist upon\nstrict adherence to that term or any other term of this Agreement.\n\n 16. Severability. In the event that any one or more of the provisions of\nthis Agreement shall be or become invalid, illegal or unenforceable in any\nrespect, the validity, legality or enforceability of the remaining provisions of\nthis Agreement shall not be affected thereby.\n\n 17. Assignment. This Agreement shall inure to the benefit of and be\nbinding upon the parties hereto and their respective heirs, representatives,\nsuccessors and assigns. This Agreement shall not be assignable by you and shall\nbe assignable by the Company only to a direct or indirect wholly owned\nsubsidiary of the Company; provided that no such assignment by the Company shall\nrelieve the Company of any liability hereunder, whether accrued before or after\nsuch assignment.\n\n 18. Acknowledgement. You acknowledge that you have carefully read this\nAgreement, fully understand and accept all of its provisions and sign it\nvoluntarily of your own free will. You further acknowledge that you have been\nprovided a full opportunity to review and reflect on the terms of this Agreement\nand to seek the advice of legal counsel of your choice.\n\n 19. Governing Law. This Agreement shall be governed by and construed in\naccordance with the laws of the State of California.\n\n 20. Counterparts. This Agreement may be signed in counterparts, each of\nwhich shall be an original, with the same effect as if the signatures thereto\nand hereto were upon the same instrument.\n\n\nMark Leslie 11 November 27, 2001\n\n\n Sincerely,\n\n VERITAS SOFTWARE CORPORATION\n\n By: \/s\/ Gary Bloom (as of 11\/28\/01)\n -------------------------------------\n\nAccepted and Agreed:\n\n\n\/s\/ Mark Leslie (as of 11\/27\/01)\n--------------------------------\nMark Leslie\n\n\n\n EXHIBIT A\n\n Kenamea, Inc.\n\n\n Zaplet, Inc.\n\n\n Brocade Communications, Inc.\n\n\n Keynote Systems, Inc.\n\n\n Avaya, Inc.\n\n\n VMWare\n\n Model N\n\n Vertex Venture Holdings\n\n Post X\n\n\n\n \n\n\n\n EXHIBIT B\n\nLESLIE OPTIONS -- BIFURCATION\n TOTAL\n\n<\/pre>\n
\n\n TOTAL TOTAL
\n EXERCISE OPTIONS DIRECTOR EMPLOYEE UNVESTED UNVESTED UNVESTED
\nGRANT DATE PRICE OUTSTANDING OPTIONS OPTIONS @12\/31\/01 DIRECTOR EMPLOYEE
\n———- ——– ———– ——– ——— ——— ——– ——-
\n
\n28-Jul-94 $ 0.2963 81,697 8,170 73,527 — 0 0
\n 3-Aug-95 $ 1.6626 455,625 60,750 394,875 — 0 0
\n23-Jul-96 $ 2.0082 759,375 60,750 698,625 — 0 0
\n19-Jun-97 $ 4.7901 860,616 60,750 799,866 — 0 0
\n14-Apr-98* $ 8.7037 556,874 60,750 496,124 69,609 7,594 62,015
\n25-May-99 $17.5555 719,999 29,250 690,749 269,999 10,969 259,030
\n13-Apr-00 $91.6875 640,000 9,750 630,250 400,000 6,094 393,906
\n 4-Apr-01 $39.4500 100,224 6,500 93,724 83,250 5,399 77,851
\n ——— ——- ——— ——- —— ——-
\nTotal 4,174,410 296,670 3,877,740 822,858 30,055 792,803
\n ========= ======= ========= ======= ====== =======
\n<\/c><\/c><\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n*The 28-July-94 options represent the outstanding and unexercised portion of the
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