{"id":40487,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/settlement-agreement-and-mutual-release-accrue-software-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"settlement-agreement-and-mutual-release-accrue-software-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/settlement-agreement-and-mutual-release-accrue-software-inc.html","title":{"rendered":"Settlement Agreement and Mutual Release &#8211; Accrue Software Inc. and Simon P. Roy"},"content":{"rendered":"<pre>                              ACCRUE SOFTWARE, INC.\n\n                     SETTLEMENT AGREEMENT AND MUTUAL RELEASE\n\n      This Settlement Agreement and Mutual Release ('Agreement') is made by\nand between Accrue Software, Inc., a Delaware corporation (the 'Company'),\nand Simon P. Roy ('Employee').\n\n      WHEREAS, Employee is employed by the Company; and\n\n      WHEREAS, the Company and Employee have mutually agreed to terminate the\nexisting 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 Employee (collectively referred to as the 'Parties') hereby agree as\nfollows:\n\n      1. RESIGNATION; CONTINUATION OF EMPLOYMENT.\n\n            (a) Employee and the Company agree to the following terms with\nrespect to continuation of Employee's employment by the Company:\n\n                  (i) that Employee shall continue to work as President and\nChief Executive Officer of the Company and shall remain a Director of the\nCompany until the earlier of the Termination Date (as defined below) or the date\nhe is requested to resign by the Company's Board of Directors, at which time\nEmployee agrees to resign each such position.\n\n                  (ii) that Employee shall continue to work as a full-time\nemployee of the Company until the later of April 1, 1998 or such period of time\nthereafter as requested by the Company's Board of Directors, but not later than\nJune 1, 1998 (the 'Employment Dates'), provided, however, that the Company may\nterminate Employee's employment earlier than the Employment Dates as provided in\nSection 2 hereof. The date on which Employee's employment relationship with the\nCompany terminates shall be the 'Termination Date';\n\n                  (iii) that until the Termination Date Employee shall be\nentitled to receive his current base salary (less applicable withholding), plus\naccrual of vacation, in accordance with the Company's regular payroll practices;\nand\n\n                  (iv) that as a condition to Employee's continued employment\nwith the Company, Employee agrees to devote his full-time and business attention\nto the Company.\n\n      2. SEVERANCE PAYMENT. In consideration for the release of claims set forth\nbelow and other obligations under this Agreement, the Company agrees to pay\nEmployee a lump sum severance payment of $112,500 (less applicable tax\nwithholding) within thirty (30) days of the Termination Date; provided, however,\nin the event the Company terminates Employee's employment for Cause (as defined\nbelow) or Employee voluntarily terminates his employment prior to the applicable\nEmployment Date, then Employee shall be entitled only to a lump sum\n\n\nseverance payment of $75,000. 'Cause' for purposes of this Agreement shall mean\nEmployee's failure to devote his full-time and business attention to the\nCompany, Employee's breach of this Agreement, the Confidentiality Agreement, or\nthe Company's employee policies which continues uncured for ten (10) days\nfollowing notice thereof, Employee being convicted of a felony, or committing an\nact of dishonesty, fraud or intentional illegal conduct against the Company,\nEmployee's misappropriation of Company property, or Employee's commencement of\nemployment with another employer while he is an employee of the Company. As\nadditional consideration for the release of claims set forth below and other\nobligations under this Agreement, the Company hereby transfer to Employee all\nright, title and interest in and to the notebook computer designated to Employee\nas of the date of this Agreement.\n\n      3.    EMPLOYEE BENEFITS.\n\n            (a) Employee shall continue to receive the Company's medical\ninsurance benefits at Company expense until the Termination Date, which date\nshall be the 'qualifying event' date under the Consolidated Omnibus Budget\nReconciliation Act of 1985, as amended ('COBRA'). Following such date, Employee\nshall have the right to continue coverage under the Company's medical insurance\nprograms as provided by COBRA. Such continued coverage shall be provided at the\nCompany's expense until the earlier of twelve months following the Termination\nDate or the date on which Employee commences full or part-time employment with a\nnew employer which provides comparable medical insurance benefits.\n\n            (b) Except as otherwise provided above, Employee shall not be\nentitled to participate in any of the Company's benefit plans or programs\noffered to employees or officers of the Company, including, but not limited to,\nany accrual of vacation, after the Termination Date.\n\n      4. STOCK OPTIONS. Under the terms of the Stock Option Agreements issued to\nEmployee over the course of his employment with the Company, Employee was\ngranted options to purchase 250,000 (the 'September 1996 Option') and 168,847\n(the 'June 1997 Option') shares of the Company's Common Stock under the\nCompany's 1996 Stock Plan (collectively, the 'Options' or 'Stock Option\nAgreements'). The Parties acknowledge and agree that as of December 1, 1997, the\nSeptember 1996 Option had vested as to 93,750 shares, of which 67,708 shares\nwere exercised effective as of June 27, 1997, and the June 1997 Option had\nvested as to 21,106 shares, of which no shares were exercised. In consideration\nfor the release of claims set forth below and other obligations under this\nAgreement, the Parties agree that, the Options shall continue to vest at the\nrate and under the terms set forth in the Stock Option Agreements until the\nTermination Date. The Parties further agree that on the Termination Date, the\nOptions shall vest with respect to the number of shares under each Option that\nwould have vested on the date nine (9) months after the Termination Date if\nEmployee's employment had continued with the Company through the date nine (9)\nmonths after the Termination Date; provided, however, in the event the Company\nterminates Employee's employment for Cause or Employee voluntarily terminates\nhis employment prior to the applicable Employment Date, then the Options shall\nvest only with respect to the number of shares under each Option that would have\nvested on the date that is six (6) months after the Termination Date if\nEmployee's employment had continued with the Company through the date six (6)\nmonths after the Termination Date. Employee\n\n\n                                      -2-\n\nacknowledges and agrees that if the Options are not exercised within thirty (30)\ndays of the Termination Date, they will terminate. Employee further acknowledges\nand agrees that except as set forth in this Section 4, Employee shall not be\nentitled to acceleration of vesting under the Options, including acceleration of\nvesting upon change of control as set forth in the Stock Option Agreements.\nEmployee further acknowledges and agrees that he shall remain bound by all other\nterms of the Stock Option Agreements.\n\n      5. LOAN. The Company agrees that within thirty (30) days after the\nTermination Date, or such earlier date on which Employee notifies the Company of\nhis desire to draw down the Loan, the Company will loan Employee an amount equal\nto the aggregate exercise price of the then vested and unexercised shares under\nthe Options for the sole purpose of permitting Employee to purchase such shares\n(the 'Loan' and 'Loan Amount'), or in the event the loan is drawn down prior to\nthirty (30) days after the Termination Date, the Loan will be based on the\naggregate exercise price of the number of shares Employee would vest if Employee\nremains a full-time employee through June 1, 1998 (such unvested but exercised\nshares will remain subject to the Company's repurchase option in accordance with\nthe Option Agreement between Employee and the Company). The Company's obligation\nto make the Loan will be subject to the execution by Employee of a Loan and\nSecurity Agreement which shall provide that interest under the Loan shall accrue\nat the minimum applicable federal rate (as of the date of the Loan) per year,\ncompounded semi-annually, and all outstanding principal and interest under the\nLoan shall be due and payable in full on the earlier of (i) four (4) years from\nthe Termination Date, (ii) eighteen (18) months following the Company's initial\npublic offering of its Common Stock, or (iii) upon the sale of any shares of the\nCompany's Common Stock held by Employee. The Loan shall be full recourse and\nsecured by the shares of the Company's Common Stock purchased by Employee upon\nexercise of the Options.\n\n      6. NO OTHER PAYMENTS DUE. The Company agrees that it will continue to pay\nto Employee the salary described in Section 1(a)(iii) through the Termination\nDate in accordance with the Company's normal payroll practices, and that the\nCompany will pay to Employee on or before the Termination Date all salary and\naccrued vacation as may then be due to Employee. Employee will execute an\nacknowledgment of receipt of all such payments as received and an acknowledgment\nthat, in light of the payment by the Company of all wages due, or to become due\nto Employee, California Labor Code Section 206.5 is not applicable to the\nParties hereto. That section provides in pertinent part as follows:\n\n            No employer shall require the execution of any release of any claim\n            or right on account of wages due, or to become due, or made as an\n            advance on wages to be earned, unless payment of such wages has been\n            made.\n\n      7. RELEASE OF CLAIMS. In consideration for the obligations of both parties\nset forth in this Agreement, Employee and the Company, on behalf of themselves,\nand their respective heirs, executors, officers, directors, employees,\ninvestors, stockholders, administrators and assigns, hereby fully and forever\nrelease each other and their respective heirs, executors, officers, directors,\nemployees, investors, stockholders, administrators and assigns, of and from any\nclaim, duty, obligation or cause of action relating to any matters of any kind,\nwhether presently known\n\n\n                                      -3-\n\nor unknown, suspected or unsuspected, that any of them may possess arising from\nany omissions, acts or facts that have occurred up until and including the date\nof this Agreement including, without limitation:\n\n            (a) any and all claims relating to or arising from Employee's\nemployment relationship with the Company and the termination of that\nrelationship;\n\n            (b) any and all claims relating to, or arising from, Employee's\nright to purchase, or actual purchase of shares of stock of the Company;\n\n            (c) any and all claims for wrongful discharge of employment; breach\nof contract, both express and implied; breach of a covenant of good faith and\nfair dealing, both express and implied; negligent or intentional infliction of\nemotional 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 regulations\nrelating to employment or employment discrimination; and\n\n            (f) any and all claims for attorneys' fees and costs.\n\n      The Company and Employee agree that the release set forth in this Section\n7 shall be and remain in effect in all respects as a complete general release as\nto the matters released. This release does not extend to any obligations\nincurred or specified under this Agreement.\n\n      8. CIVIL CODE SECTION 1542. The Parties represent that they are not aware\nof any claim by either of them other than the claims that are released by this\nAgreement. Employee and the Company acknowledge that they have been advised by\nlegal counsel and are familiar with the provisions of California Civil Code\nSection 1542, which provides as follows:\n\n      A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT\n      KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE\n      RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS\n      SETTLEMENT WITH THE DEBTOR.\n\n      Employee 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. NONDISCLOSURE OF CONFIDENTIAL AND PROPRIETARY INFORMATION. Employee\nunderstands and agrees that his obligations to the Company under his existing\nProprietary\n\n\n                                      -4-\n\nInformation and Inventions Assignment and Confidentiality Agreement between\nEmployee and the Company (the 'Confidentiality Agreement'), a copy of which is\nattached hereto as Exhibit A, shall continue through the Termination Date and\nshall survive termination of his relationship with the Company under this\nAgreement and that Employee shall continue to maintain the confidentiality of\nall confidential and proprietary information of the Company as provided by the\nConfidentiality Agreement. Employee agrees that at all times hereafter, he shall\nnot intentionally divulge, furnish or make available to any party any of the\ntrade secrets, patents, patent applications, price decisions or determinations,\ninventions, customers, proprietary information or other intellectual property of\nthe Company, until after such time as such information has become publicly known\notherwise than by act of collusion of Employee. Employee further agrees that he\nwill return all the Company's property and confidential and proprietary\ninformation in his possession to the Company within five (5) days from the\nTermination Date.\n\n      10. NONCOMPETITION AND NONSOLICITATION. Employee agrees that through the\nTermination Date, Employee shall not, without the prior written consent of the\nCompany, at any time, directly or indirectly, whether or not for compensation,\nengage in, or have any interest in any person, firm, corporation or business\n(whether as an employee, officer, director, agent, security holder, creditor,\nconsultant, partner or otherwise) that engages in any activity that is in direct\ncompetition with the Company. Employee further agrees that for a period of one\nyear after the Termination Date, Employee shall not induce or attempt to induce\nany employee of the Company to leave the employ of the Company or solicit the\nbusiness of any client or customer of the Company (other than on behalf of the\nCompany) existing as of the Termination Date in a manner competitive with the\nCompany.\n\n      The Parties intend that the covenant contained in the preceding paragraph\nshall be construed as a series of separate covenants, one for each county or\nother geographic or political subdivision of each jurisdiction in which the\nCompany conducts business. If, in any judicial proceeding, a court shall refuse\nto enforce any of the separate covenants deemed included in this paragraph, then\nthe unenforceable covenant shall be deemed eliminated from the provisions for\nthe purpose of those proceedings to the extent necessary to permit the remaining\nseparate covenants to be enforced.\n\n      11. 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      12. TAX CONSEQUENCES. The Company makes no representations or warranties\nwith respect to the tax consequences of the payment of any sums to Employee\nunder the terms of this Agreement. Employee agrees and understands that he is\nresponsible for payment, if any, of local, state and\/or federal taxes on the\nsums paid or the indebtedness canceled hereunder by the Company and any\npenalties or assessments thereon. Employee further agrees to indemnify and hold\nthe Company harmless from any claims, demands, deficiencies, penalties,\nassessments, executions, judgments, or recoveries by any government agency\nagainst the Company for any amounts claimed due on account of Employee's failure\nto pay federal or state taxes or damages sustained by the Company by reason of\nany such claims, including reasonable attorneys' fees.\n\n\n                                      -5-\n\n      13. NO ADMISSION OF LIABILITY. The Parties understand and acknowledge that\nthis Agreement constitutes a compromise and settlement of claims. No action\ntaken by the Parties hereto, or either of them, either previously or in\nconnection with this Agreement shall be deemed or construed to be (a) an\nadmission of the truth or falsity of any claims heretofore made or (b) an\nacknowledgment or admission by either Party of any fault or liability whatsoever\nto the other Party or to any third party.\n\n      14. COSTS. The Parties shall each bear their own costs, expert fees,\nattorneys' fees and other fees incurred in connection with this Agreement,\nexcept that the Company will pay up to $2,500 of Employee's legal fees in\nconnection with the negotiation and execution of this Agreement.\n\n      15. 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.\nEmployee 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, including without limitation the Roy\nFamily Trust U\/A DTD 10\/16\/96 and Julia W. Roy. Each Party warrants and\nrepresents that there are no liens or claims of lien or assignments in law or\nequity or otherwise of or against any of the claims or causes of action released\nherein.\n\n      16. NO REPRESENTATIONS. Each Party represents that it has had the\nopportunity to consult with an attorney, and has carefully read and understands\nthe scope and effect of the provisions of this Agreement. Neither Party has\nrelied upon any representations or statements made by the other Party hereto\nwhich are not specifically set forth in this Agreement.\n\n      17. 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      18. ARBITRATION. The Parties shall attempt to settle all disputes arising\nin connection with this Agreement through good faith consultation. In the event\nno agreement can be reached on such dispute within fifteen (15) days after\nnotification in writing by either Party to the other concerning such dispute,\nthe dispute shall be settled by binding arbitration to be conducted in Santa\nClara County before the American Arbitration Association under its California\nEmployment Dispute Resolution Rules, or by a judge to be mutually agreed upon.\nThe arbitration decision shall be final, conclusive and binding on both Parties\nand any arbitration award or decision may be entered in any court having\njurisdiction. The Parties agree that the prevailing party in any arbitration\nshall be entitled to injunctive relief in any court of competent jurisdiction to\nenforce the arbitration award. The Parties further agree that the prevailing\nParty in any such proceeding shall be awarded reasonable attorneys' fees and\ncosts. This Section 18 shall not apply to the Confidentiality Agreement. The\nParties hereby waive any rights they may have to trial by jury in regard to\narbitrable claims.\n\n      19. ENTIRE AGREEMENT. This Agreement, and the exhibit hereto, represent\nthe entire agreement and understanding between the Company and Employee\nconcerning Employee's\n\n\n                                      -6-\n\nseparation from the Company, and supersede and replace any and all prior\nagreements and understandings concerning Employee's relationship with the\nCompany and his compensation by the Company, including the Letter Agreement\nbetween Employee and the Company dated May 18, 1996, other than the Stock Option\nAgreements described in Section 4 (and all exhibits thereto), the Exercise\nNotice and Investment Representation Statement each dated June 27, 1997 under\nthe September 1996 Option, the Confidentiality Agreement described in Section\n10, and the Indemnification Agreement between the Company and Employee dated\n____.\n\n      20. NO ORAL MODIFICATION. This Agreement may only be amended in writing\nsigned by Employee and the Company.\n\n      21. 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      22.   EFFECTIVE DATE.  This Agreement is effective seven days after it\nhas been signed by both Parties and such date is referred to herein as the\n'Effective Date.'\n\n      23. COUNTERPARTS. This Agreement may be executed in counterparts, and each\ncounterpart 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      24. ASSIGNMENT. This Agreement may not be assigned by Employee or the\nCompany without the prior written consent of the other party. Notwithstanding\nthe foregoing, this Agreement may be assigned by the Company (including an\nassignment by operation of law) to a purchaser of all or substantially all of\nthe Company's assets, or to a successor corporation in connection with a merger\nor similar transaction in which the Company's stockholders immediately prior to\nsuch merger or similar transaction represent less than 50% of the voting power\nof the successor corporation.\n\n      25. 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, and\nexecution of this Agreement by legal counsel of their own choice or that they\nhave voluntarily declined to seek such counsel;\n\n            (c) and they understand the terms and consequences of this Agreement\nand of the releases it contains;\n\n            (d) they are fully aware of the legal and binding effect of this\nAgreement.\n\n                            [Signature Page Follows]\n\n\n                                      -7-\n\n      IN WITNESS WHEREOF, the Parties have executed this Agreement and Mutual\nRelease on the respective dates set forth below.\n\n                                          ACCRUE SOFTWARE, INC.\n\n\nDated as of March __, 1998                By:    \/s\/ James L. Patterson\n                                                 -------------------------------\n                                          Title: President and Chief\n                                                 Executive Officer\n\n\n                                          SIMON P. ROY, AN INDIVIDUAL\n\nDated as of March 3, 1998                 \/s\/ Simon P. Roy\n                                          --------------------------------------\n\n\n                                      -8-\n\n                                    EXHIBIT A\n\n                            CONFIDENTIALITY AGREEMENT\n\n\n                               AMENDMENT NO. 1 TO\n\n                              ACCRUE SOFTWARE, INC.\n\n                     SETTLEMENT AGREEMENT AND MUTUAL RELEASE\n\n      This Amendment No. 1 to Settlement Agreement and Mutual Release\n('Amendment') is made by and between Accrue Software, Inc., a Delaware\ncorporation (the 'Company'), and Simon P. Roy ('Employee') and amends the\nSettlement Agreement and Mutual Release dated March 3, 1998 (the 'Agreement')\nentered into between the Company and Employee.\n\n      WHEREAS, the Company and Employee wish to extend the period of time during\nwhich Employee will remain employed by the Company; and\n\n      WHEREAS, the Company and Employee wish to modify certain additional terms\nof the Agreement as set forth in this Amendment.\n\n      NOW, THEREFORE, in consideration of the mutual promises made herein, the\nCompany and Employee (collectively referred to as the 'Parties') hereby agree as\nfollows:\n\n      1. RESIGNATION; CONTINUATION OF EMPLOYMENT. Section 1 of the Agreement\nshall be modified to read in its entirety as follows:\n\n            '(a) Employee and the Company agree to the following terms with\nrespect to continuation of Employee's employment by the Company:\n\n                  (i) that Employee hereby resigns as President and Chief\nExecutive Officer of the Company, and as a Director of the Company, effective at\nend of business May 1, 1998;\n\n                  (ii) that Employee shall continue to work as a part-time\nemployee of the Company until July 1, 1998, and shall make himself available to\nthe Company as reasonably requested by the Company (the 'Termination Date') and;\n\n                  (iii) that until the Termination Date Employee shall be\nentitled to receive his current base salary (less applicable withholding), plus\naccrual of vacation, in accordance with the Company's regular payroll\npractices.'\n\n      2. SEVERANCE PAYMENT. The first and second sentences of Section 2 of the\nAgreement shall be modified to read in their entirety as follows: 'In\nconsideration for the release of claims set forth below and other obligations\nunder this Agreement, the Company agrees to pay Employee a lump sum severance\npayment of $87,500 (less applicable tax withholding) within thirty (30) days of\nMay 1, 1998.'\n\n      3. STOCK OPTIONS. The fourth sentence of Section 4 of the Agreement shall\nbe modified to read in its entirety as follows: 'The Parties further agree that\non the Termination Date, the Options shall vest with respect to the number of\nshares under each Option that would\n\n\nhave vested on the date seven (7) months after the Termination Date if\nEmployee's employment had continued with the Company through the date seven (7)\nmonths after the Termination Date.' In addition, Employee acknowledges and\nagrees that if the Options are not exercised within thirty (30) days of the\nTermination Date, they will terminate. Employee further acknowledges and agrees\nthat except as set forth in this Section 3, Employee shall not be entitled to\nacceleration of vesting under the Options, including acceleration of vesting\nupon change of control as set forth in the Stock Option Agreements. Employee\nfurther acknowledges and agrees that he shall remain bound by all other terms of\nthe Stock Option Agreements.\n\n      4. NO MODIFICATION. Except as amended by this Amendment, all terms of the\nAgreement shall remain in full force and effect and are herein incorporated by\nreference.\n\n      5. VOLUNTARY EXECUTION OF AMENDMENT. This Amendment 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 Amendment;\n\n            (b) they have been represented in the preparation, negotiation, and\nexecution of this Amendment by legal counsel of their own choice or that they\nhave voluntarily declined to seek such counsel;\n\n            (c) they understand the terms and consequences of this Amendment and\nits effect on the Agreement; and\n\n            (d) they are fully aware of the legal and binding effect of this\nAmendment.\n\n                            [Signature Page Follows]\n\n\n                                      -2-\n   12\n      IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 to the\nAgreement and Mutual Release dated March 3, 1998 on the respective dates set\nforth below.\n\n                                          ACCRUE SOFTWARE, INC.\n\n\nDated as of April __, 1998                By:    \/s\/ James L. Patterson\n                                                 -------------------------------\n                                          Title: President and Chief\n                                                 Executive Officer\n\n                                          SIMON P. ROY, AN INDIVIDUAL\n\n\nDated as of April 29, 1998                \/s\/ Simon P. Roy\n                                          --------------------------------------\n\n\n                                      -3-\n\n                          PLEDGE AND SECURITY AGREEMENT\n\n\n     This Pledge and Security Agreement (the 'Agreement') is entered into this\n29th day of July, 1998 by and between Accrue Software, Inc., a Delaware\ncorporation (the 'Company') and Simon P. Roy ('Purchaser').\n\n                                    RECITALS\n\n     In connection with Purchaser's exercise of options to purchase certain\nshares of the Company's Common Stock (the 'Shares') pursuant to Option\nAgreements dated September 9, 1996 and June 27, 1997 between Purchaser and the\nCompany, Purchaser is delivering a promissory note of even date herewith (the\n'Note') in full or partial payment of the exercise price for the Shares. The\ncompany requires that the Note be secured by a pledge of the Shares or the terms\nset forth below.\n\n                                    AGREEMENT\n\n     In consideration of the Company's acceptance of the Note as full or partial\npayment of the exercise price of the Shares, and for other good and valuable\nconsideration, the receipt of which is hereby acknowledged, the parties hereto\nagree as follows:\n\n     1.   The Note shall become payable on the earlier of (i) July 1, 2002, (ii)\ntwelve (12) months following the date of the Company's initial public offering\nof its Common Stock, or (iii) upon the sale of any shares of the Company's\nCommon Stock held by the undersigned, unless otherwise agreed in writing by the\nCompany.\n\n     2.   Purchaser shall deliver to the Secretary of the Company, or his or her\ndesignee (hereinafter referred to as the 'Pledge Holder'), all certificates\nrepresenting the Shares, together with an Assignment Separate from Certificate\nin the form attached to this Agreement as Attachment A executed by Purchaser and\nby Purchaser's spouse (if required for transfer), in blank, for use in\ntransferring all or a portion of the Shares to the Company if, as and when\nrequired pursuant to this Agreement. In addition, if Purchaser is married,\nPurchaser's spouse shall execute the signature page attached to this Agreement,\nwhich shall be binding on Purchaser's spouse to the same extent as Purchaser.\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 Shares\n(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 Shares represented\nby the portion of the Note so repaid, including annual interest thereon, shall\ncontinue to be so held by the Pledge Holder, to serve as independent collateral\nfor the outstanding portion of the Note for the purpose of \n\n\n\ncommencing the holding period set forth in Rule 144(d) promulgated under the\nSecurities Act of 1933, as amended (the 'Securities Act').\n\n     5.   In the event of any foreclosure of the security interest created by\nthis Agreement, the Company may sell the Shares at a private sale or may\nrepurchase the Shares itself. The parties agree that, prior to the establishment\nof a public market for the Shares of the Company, the securities laws affecting\nsale of the Shares make a public sale of the Shares commercially unreasonable.\nThe parties further agree that the repurchasing of such Shares by the Company,\nor by any person to whom the Company may have assigned its rights under this\nAgreement, is commercially reasonable if made at a price determined by the Board\nof Directors in its discretion, fairly exercised, representing what would be the\nFair Market Value of the Shares reduced by any limitation on transferability,\nwhether due to the size of the block of shares or the restrictions of applicable\nsecurities laws.\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 Shares as provided above. The proceeds of any sale shall be\napplied 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 any\nremaining 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 Shares in Pledge Holder's\npossession belonging to Purchaser, and Pledge Holder shall thereupon be\ndischarged of all further obligations under this Agreement.\n\n\n\n     The parties have executed this Pledge and Security Agreement as of the date\nfirst set forth above.\n\n                                       COMPANY:\n\n                                       Accrue Software, Inc.\n\n\n                                       By: \/s\/ Rick Kreysar\n                                           ---------------------------\n                                       Name: Rick Kreysar\n                                            --------------------------\n                                            (print)\n                                       Title: CEO\n                                             -------------------------\n\n                                       Address: 1275 Orleans Drive\n                                                Sunnyvale, CA 94089\n\n                                       PURCHASER:\n\n                                       Simon Roy\n\n                                       \/s\/ Simon Roy\n                                           ---------------------------\n                                           (Signature)\n\n                                           Simon Roy\n                                           ---------------------------\n                                          (Print Name)\n\n                                       Address:\n\n                                           ---------------------------\n\n                                           ---------------------------\n\n\n\n\n                                       ACCEPTED AND AGREED:\n\n                                       Spouse of Simon Roy\n\n                                       \/s\/ Julia Roy\n                                           ---------------------------\n                                           (Signature)\n    \n                                           Julia Roy\n                                           ---------------------------\n                                           (Print Name)\n\n                                       Address (if different than Purchaser):\n\n                                           ---------------------------\n\n                                           ---------------------------\n\n\n\n\n                                  ATTACHMENT A\n\n                      ASSIGNMENT SEPARATE FROM CERTIFICATE\n\n\n\n     FOR VALUE RECEIVED and pursuant to that certain Pledge and Security\nAgreement between the undersigned ('Purchaser') and Accrue Software, Inc., dated\nJuly 29, 1998, (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\n                                       \/s\/ Simon P. Roy\n                                           ---------------------------\n                                           Simon P. Roy\n\n                                       \/s\/ Julia Roy\n                                           ---------------------------\n                                           Spouse of (if applicable)\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\n\n                                 PROMISSORY NOTE\n\n\n$20,488.43                                               ___________, California\n                                                                   July 29, 1998\n\n\n     For value received, the undersigned promise to pay Accrue Software, Inc., a\nDelaware corporation (the 'Company'), at its principal office the principal sum\nof $20,488.43 with interest from the date hereof at a rate of 6.00% per annum,\ncompounded semiannually, on the unpaid balance of such principal sum. Such\nprincipal and interest shall be due and payable on the earlier of (i) July 1,\n2002, (ii) twelve (12) months following the date of the Company's initial public\noffering of its Common Stock, or (iii) upon the sale of any shares of the\nCompany's Common Stock held by the undersigned, unless otherwise agreed in\nwriting by the Company.\n\n     Principal and interest are payable in lawful money of the United States of\nAmerica. AMOUNTS DUE UNDER THIS NOTE MAY BE PREPAID AT ANY TIME WITHOUT PREMIUM\nOR PENALTY.\n\n     Should suit be commenced to collect any sums due under this Note, such sum\nas the Court may deem reasonable shall be added hereto as attorneys' fees. The\nmakers and endorsers have severally waived presentment for payment, protest,\nnotice of protest and notice of nonpayment of this Note.\n\n     This Note, which is full recourse, is secured by a pledge of certain shares\nof Common Stock of the Company and is subject to the terms of a Pledge and\nSecurity Agreement between the undersigned and the Company of even date\nherewith.\n\n                                       \/s\/ Simon P. Roy\n                                           ---------------------------\n                                           Simon P. Roy\n\n\n                                       \/s\/ Julia W. Roy\n                                           ---------------------------\n                                           Julia W. Roy\n\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-40487","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\/40487","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=40487"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40487"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40487"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40487"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}