EXHIBIT 10.15
SEPARATION AGREEMENT
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This Agreement (the "Agreement"), is entered into by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
("Executive"), an individual, and Legato Systems, Inc., a Delaware corporation
(the "Company"). In consideration of the mutual covenants and representations
contained herein, the parties agree as follows:
1. Effective Date. Effective August 31, 2000 (the "Effective Date"),
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Executive's employment with the Company shall terminate. For so long as he
remains employed by the Company, up to and through the Effective Date, Executive
shall continue to receive his current base salary and all applicable benefits
and bonuses as may be due under the Executive Bonus Plan. As of the Effective
Date, Executive hereby resigns all of his current positions with the Company,
and any subsidiary of the Company, including any position as an officer,
director or employee of the Company, and the Company hereby accepts his
resignation. On the Effective Date, the Company shall pay Executive all unpaid
salary and bonus compensation then due him and accrued but unused vacation time.
Executive agrees to comply with applicable Company policies and procedures at
all times during the remainder of his employment with the Company.
2. Payment by the Company. On the Effective Date, and in consideration
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for the mutual provisions and convenants contained herein, the Company will pay
Executive the gross sum of $200,000, from which sum all required withholdings
shall be deducted. The parties hereby agree that the Company will report payment
of such sum on a Form W-2.
3. COBRA Benefits. For the eighteen-month period following the Effective
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Date, so long as Executive is not covered by another group health plan, and upon
Executive's timely election pursuant to COBRA, the Company shall reimburse
Executive for the cost of his medical and dental benefits pursuant to COBRA.
Executive shall notify the Company in writing within five (5) days of his being
covered by another group health plan.
4. Stock Options. Exhibit 1 to this Agreement sets forth, as of May 31,
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2000: (i) the number of stock options that have been granted to Executive
pursuant to the Company's 1995 Stock Option/Stock Issuance Plan ("Stock Option
Plan"); (ii) the exercise price of such options; (iii) the number of options
that are vested as of May 31, 2000; and (iv) the number of stock options
pursuant to each grant that have been exercised prior to May 31, 2000.
4.1 Vesting And Exercise. All of the stock options granted to
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Executive by the Company, which currently are scheduled to vest on or before
August 31, 2001 (the "Stock Options"), shall immediately become vested and
exercisable as of July 28, 2000. Notwithstanding any conflicting provisions of
the Stock Option Plan or applicable stock option agreements, Executive may
exercise any vested Stock Options during the one-year period following the
Effective Date. In addition, Executive may transfer the Stock Options prior to
their exercise to his children or other members of his immediate family or to
trusts for the benefit or such family members and such transferred Stock Options
may be exercised by such family members or trusts. The Company shall reasonably
cooperate with Executive
in connection with any procedures which Executive's broker (approved by the
Company) wishes to employ in connection with the exercise of the Stock Options.
4.2 Sale of Shares. The Company represents that the Company's grant
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of the Stock Options to Executive and Executive's exercise of the Stock Options,
shall be exempt from the application of Section 16(b) of the Securities Exchange
Act of 1934, as amended. Executive agrees to refrain from selling shares
obtained through the exercise of the Stock Options while in possession of
material, non-public information regarding the Company, and to refrain from
selling such shares during the ninety-day period following the Effective Date
unless a window for the sale of Company stock opens for then-current executives
of the Company.
4.3 Amendment and Modification. The parties agree that all
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appropriate Company stock option agreements and grant notices shall be deemed to
be amended to reflect the provisions of Paragraphs 4 through 4.3. Executive
hereby acknowledges that because the provisions of Paragraphs 4 through 4.3
collectively constitute a material modification of the Stock Options,
Executive's Stock Option Grant No. 870 shall no longer be treated as an
incentive stock option.
5. Release by Executive. For and in consideration of the terms and
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provisions of the Agreement, except as provided in Paragraph 8 and except for
the Excluded Claims as defined herein, Executive, on behalf of himself and his
Related Entities, 1 shall, and hereby does, forever and fully release and
discharge the Company and its Related Entities from any and all claims, actions,
causes of action, obligations, demands and charges of whatever nature
(individually and collectively, the "Claims"), known or unknown, that Executive
has or may have against the Company or its Related Entities, from the beginning
of time through the date of the Agreement. This release includes Claims under
the Age Discrimination in Employment Act of 1967, 29 U.S.C. Sec. 621 et seq.
Executive has a period of at least 21 days to consider the terms of the
Agreement, though Executive understands that he can sign the Agreement at any
time during the 21-day period if Executive, in his sole discretion, decides to
do so. Executive may revoke the Agreement at any time during the 7 days
following the date Executive signs the Agreement, and the Agreement shall not
become effective or enforceable against Executive until the 8th day after
Executive signs the Agreement. Provided, however, that the parties expressly
agree that the release set forth herein is not intended to and does not release
any of Executive's claims or rights arising out of: (1) Executive's
indemnification rights, including without limitation those rights arising from
the Indemnification Agreement between Executive and the Company dated as of May
11, 2000, the Company's Bylaws, the Company's Articles of Incorporation, and all
common law and statutory rights; (2) the Stock Options; (3) the Company's 401(k)
plan; (4) any policies of insurance issued to, or in the name of, the Company;
or (5) any unpaid claims for medical or dental expenses (all, collectively, the
"Excluded Claims"). Executive reserves the right to bring and to enforce the
Excluded Claims notwithstanding the release contained herein.
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1 "Related Entities" as used herein means a party's current or former
successors, assignees, insurers, agents, officers, directors, partners,
employees, employee benefit plans, subsidiaries and affiliates.
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6. Release by the Company. For and in consideration of the terms and
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provisions of the Agreement, except as provided in Paragraph 8, the Company, on
behalf of itself and its Related Entities, shall, and hereby does, forever and
fully release and discharge Executive and his Related Entities from any and all
Claims, known or unknown, that the Company has or may have against Executive or
his Related Entities, from the beginning of time through the date of the
Agreement.
7. Waiver of Unknown Claims. In connection with the foregoing releases,
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the parties acknowledge that they are aware that they may later discover facts
in addition to or different from those which they currently know or believe to
be true with respect to the subject matters of the above releases, but that it
is their intention hereby fully, finally, and forever, to settle and release all
of these matters which now exist, may exist, or previously existed between them,
whether known or unknown, suspected or unsuspected. In furtherance of such
intent, the releases given herein shall be and shall remain in effect as full
and complete releases, notwithstanding the discovery or existence of such
additional or different facts. In this regard, the parties specifically waive
the benefits of the provisions of Section 1542 of the Civil Code of the State of
California and any other analogous state or federal law or regulation. Said
Section 1542 of the California Civil Code reads as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH IF KNOWN BY HIS MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH
DEBTOR."
8. Exclusions from Releases. In addition to the Excluded Claims
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referenced in Paragraph 5, it is expressly understood and agreed by the parties
that none of the releases set forth herein is intended to or does release any
claims or rights arising out of the Agreement or the breach of any term,
provision, representation or warranty contained herein. The parties reserve the
right to bring any such claims notwithstanding the releases contained herein.
9. Proprietary Information Agreement. Executive agrees to remain bound
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by all of the terms and conditions set forth in the attached Proprietary
Information and Inventions Agreement (Exhibit 2 hereto).
10. Prohibition Against Defamation and Willful Disparagement. The Company
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and its current directors and officers, with respect to Executive, and
Executive, with respect to the Company, will not at any time orally or in
writing defame or disparage the other party or person, except as may be required
by law. Nothing contained herein is intended or shall be construed to restrict
any person or party's truthful testimony in a legal or administrative
proceeding, or truthful responses to inquiries by any government agency or
officer.
11. Indemnification. All of Executive's indemnification rights remain in
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full force and effect, including, without limitation, all such common law and
statutory rights; and all such rights arising from the Indemnification Agreement
between Executive and the Company dated as of May 11, 2000, the Company's Bylaws
and the Company's Articles of Incorporation.
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12. Confidentiality. The financial terms of this Agreement are intended
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to be confidential. Accordingly, except as may be required to satisfy the
Company's public disclosure obligations or the Company's or the Executive's
financial or accounting or regulatory requirements, if any, or except as
otherwise may be required by law, neither the Company nor Executive shall
disclose or publicize to any person or entity the terms of the Agreement without
the prior written consent of Executive, on the one hand, and the Chief Executive
Officer of the Company, on the other hand. As reasonably necessary, Executive
may discuss this Agreement with his attorneys, accountants, and immediate
family, and Company may discuss this Agreement with its attorneys, officers,
directors, and senior managers provided, however, that each agrees to be bound
by the terms of this paragraph to keep the information confidential.
13. Independent Legal Advice. Each party has received independent legal
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advice from his or its attorneys with respect to the advisability of making the
settlement provided for herein, with respect to the advisability of executing
this Agreement and with respect to the meaning of California Civil Code Section
1542.
14. No Other Representation. Each party represents, warrants, and agrees
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that in executing this Agreement he or it has relied solely on the statements
expressly set forth herein and the advice of its own counsel. Each of the
parties further represents, warrants, and agrees that in executing this
Agreement he or it has placed no reliance whatsoever on any statement,
representation, or promise of any other party, or any other person or entity,
not expressly set forth herein, or upon the failure of any other party or any
other person or entity to make any statement, representation or disclosure of
anything whatsoever. The parties have included this clause: (1) to preclude any
claim that any party was in any way fraudulently induced to execute this
Agreement; and (2) to preclude the introduction of parol evidence to vary,
interpret, supplement, or contradict the terms of this Agreement.
15. Authority For Settlement Agreement. Each party represents, warrants
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and agrees that such party is fully entitled and duly authorized to enter into
and deliver this Agreement. In particular, and without limiting the generality
of the foregoing, each party represents, warrants and agrees that he or it is
fully entitled to grant the releases, enter into the covenants, and undertake
the obligations set forth herein.
16. No Admissions. The Agreement represents a compromise and neither of
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the parties shall be deemed to have made any admissions.
17. Governing Law. The Agreement shall be construed under and governed by
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the laws of the State of California without regard to the conflicts of laws
provisions thereof.
18. Full Integration. The Agreement constitutes a single integrated
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contract expressing the entire agreement of the parties with respect to the
subject matter hereof and supersedes all prior and contemporaneous oral and
written agreements and discussions with respect to the subject matter hereof.
There are no other agreements, written or oral, express or implied, between the
parties hereto, concerning the subject matter hereof, except as set forth
herein. The Agreement may be amended only by an agreement in writing signed by
each party hereto. Except for: (a) this Agreement; (b) the agreements underlying
the Excluded Claims as referenced in Paragraph 5 above; and (c) the Proprietary
Information
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and Inventions Agreement attached as Exhibit 2, any and all other agreements
between Executive and the Company, written or oral, express or implied, are
terminated and void.
19. Binding Effect. This Agreement is binding upon and shall inure to the
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benefit of the parties hereto, their heirs, assignees and successors in interest
(including without limitation successors in any reorganization or merger).
20. Survival of Warranties. All representations, warranties and
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agreements contained in the Agreement shall survive its execution,
effectiveness, and delivery.
21. No Presumption From Drafting. Given that each party has had the
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opportunity to draft, review and edit the language of the Agreement, no
presumption for or against either party arising out of drafting all or any part
of the Agreement will be applied in any action relating to, connected to, or
involving the Agreement.
22. Counterparts. The Agreement may be executed in counterparts. When
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each party has signed and delivered at least one such counterpart, each
counterpart shall be deemed an original, and, when taken together with other
signed counterparts, shall constitute one Agreement which shall be binding upon
and effective as to all parties. No counterpart shall be effective until all
parties hereto have executed and exchanged an executed counterpart hereof.
23. Arbitration. Any and all disputes arising out of or relating to the
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Agreement shall be subject to arbitration in Santa ▇▇▇▇▇ County, California, at
the request of any party hereto, in accordance with the rules and procedures of
the American Arbitration Association, the prevailing party to recover his or its
reasonable attorneys' fees and costs.
24. Notice. All notices required hereunder shall be in writing and shall
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be deemed given upon receipt if delivered personally (receipt of which is
confirmed) or by courier service promising overnight delivery (with delivery
confirmed the next day) or three (3) business days after deposit in the U.S.
Mails, certified with return receipt requested. Notices shall be addressed as
follows:
To Executive: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to: Irell & ▇▇▇▇▇▇▇ LLP
1800 Avenue of the Stars, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇, Esq.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇
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To Company: Legato Systems, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇
With a copy to: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇
IN WITNESS WHEREOF, the parties hereto have approved and executed the
Agreement on the dates set forth opposite their respective signatures.
EXECUTED by the parties as follows:
Dated: July 28, 2000 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Dated: July 28, 2000 LEGATO SYSTEMS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇
Its: Chief Executive Officer
APPROVED AS TO FORM:
Dated: July 28, 2000 IRELL & ▇▇▇▇▇▇▇ LLP
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇
Attorneys for ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Dated: August 2, 2000 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
& ▇▇▇▇▇▇▇▇▇ LLP
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Attorneys for Legato Systems, Inc.
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EXHIBIT 1 OF EXHIBIT 10.15
Personal Option Status
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Option
Number Date Plan Type Granted Prices
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000669 1/27/97 95E NQ 332,640 $5.9380
000870 1/27/97 1995 ISQ 67,360 $5.9380
001105 10/16/97 1995 NQ 100,000 $8.2190
001850 2/17/99 1995 NQ 80,000 $20.7500
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580,000
EXHIBIT 2 of EXHIBIT 10.5
PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT
The following confirms an agreement between me and Legato Systems,
Inc. a Delaware corporation (hereafter referred to as "the Company"), which is a
material part of the consideration for my employment by the Company:
1. I understand that the Company possesses Proprietary Information which is
important to its business. For purposes of this Agreement, "Proprietary
Information" is information that was developed, created, or discovered by
the Company, or which became known by, or was conveyed to the Company,
which has commercial value in the Company's business. "Proprietary
Information" includes, but is not limited to, trade secrets, copyrights,
ideas, techniques, know-how, inventions (whether patentable or not), and/or
any other information of any type relating to designs, configurations,
toolings, documentation, recorded data, schematics, source code, object
code, master works, master databases, algorithms, flow charts, formulae,
circuits, works of authorship, mechanisms, research, manufacture,
improvements, assembly, installation, intellectual property including
patents and patent applications, business plans, past or future financing,
marketing, forecasts, pricing, customers, the salaries, duties,
qualifications, performance levels, and terms of compensation of other
employees, and/or cost or other financial data concerning any of the
foregoing or the Company and its operations generally. I understand that my
employment creates a relationship of confidence and trust between me and
the Company with respect to proprietary Information.
2. I understand that the Company possesses "Company Documents" which are
important to its business. For purposes of this Agreement, "Company
Documents" are documents or other media that contain Proprietary
Information or any other information concerning the business, operations or
plans of the Company, whether such documents have been prepared by me or by
others. "Company Documents" include, but are not limited to, blueprints,
drawings, photographs, charts, graphs, notebooks, customer lists, computer
disks, tapes or printouts, sound recordings and other printed, typewritten
or handwritten documents.
3. In consideration of my employment by the Company and the compensation
received by me from the Company from time to time, I hereby agree as
follows:
a. All Proprietary Information and all patents, copyrights and other
rights in connection therewith shall be the sole property of the
Company. I hereby assign to the Company any rights I may have or
acquire in such Proprietary Information. At all times, both during my
employment by the Company and after its termination, I will keep in
confidence and trust and will not use or disclose any Proprietary
Information or anything relating to it without the prior written
consent of an officer of the Company, except as may be necessary in
the ordinary course of performing my duties to the Company.
b. I agree to make and maintain adequate and current written records, in
a form specified by the Company, of all inventions, trade secrets and
works of authorship
1
assigned or to be assigned pursuant to this Agreement. All Company
Documents shall be the sole property of the Company. I agree that during my
employment by the Company, I will not remove or electronically transmit any
Company Documents from the business premises of the Company or deliver any
Company Documents to any person or entity outside the Company, except as I
am required to do in connection with performing the duties of my
employment. I further agree that, immediately upon the termination of my
employment by me or by the Company for any reason, or during my employment
if so requested by the Company, I will return all Company Documents,
apparatus, equipment, and other physical property, or any reproduction of
such property, excepting only (i) my personal copies of records relating to
my compensation; (ii) my personal copies of any materials previously
distributed generally to stockholders of the Company; and (iii) my copy of
this Agreement.
c. I will promptly disclose in writing to my immediate supervisor, with a
copy to the President of the Company, or to any persons designated by the
Company, all "Inventions," which includes all improvements, inventions,
works of authorship (including, without limitation, copyrights),
trademarks, trade names, domain names, mask works, computer programs,
formulae, ideas, processes, techniques, know-how, and data, whether alone
or jointly with others, during the terms of my employment. I will also
disclose to the President of the Company all things that would be
Inventions if made during the term of my employment, conceived, reduced to
practice, or developed by me within six (6) months of the termination of my
employment with the Company. Such disclosures shall be received by the
Company in confidence and do not extend the assignment made in Section (d)
below. I will not disclose Inventions to any person outside the Company
unless I am requested to do so by management personnel of the Company.
d. I agree that all Inventions which I make, conceive, reduce to practice
or develop (in whole or in part, either alone or jointly with others)
during my employment shall be the sole property of the Company to the
maximum extent permitted by Section 2870 of the California Labor Code, a
copy of which is attached as Exhibit A. This assignment shall not extend to
Inventions, the assignment of which is prohibited by Labor Code Section
2870 (or any analogous state law). The Company shall be the sole owner of
all patents, copyrights and other intellectual property or other rights in
connection therewith. I further acknowledge and agree that such Inventions,
including any computer programs, programming documentation, and other works
of authorship, are "works made for Hire" for purposes of the Company's
rights under copyright laws. I hereby assign to the Company any rights I
may have or acquire in such Inventions.
e. I agree to perform, during and after my employment, all acts deemed
necessary or desirable by the Company to permit and assist it, at the
Company's expense, in obtaining and enforcing patents, copyrights or other
rights on such Inventions and improvements in any and all countries. Such
acts may include, but are not limited to, execution of documents and
assistance or cooperation in legal proceedings. I hereby irrevocably
designate and appoint the Company and its duly authorized officers and
agents, as my agents and attorney-in-fact to act for and on my behalf and
instead of me, to execute and
2
file any applications or related findings and to do all other lawfully
permitted acts to further the prosecution and issuance of patents,
copyrights or other rights thereon with the same legal force and effect as
if executed by me.
f. I have attached as Exhibit B a complete list of all Inventions or
improvements to which I claim ownership and that I desire to remove from
the operation of this Agreement, and I acknowledge and agree that such list
is complete. If no such list is attached to this Agreement, I represent
that I have no such Inventions and improvements at the time of signing this
Agreement.
g. During the term of my employment and for one (1) year thereafter, I
will not encourage or solicit any employee of the Company to leave the
Company for any reason. However, this obligation shall not affect any
responsibility I may have as an employee of the Company with respect to the
bona fide hiring and firing of Company personnel.
h. Prior to my submitting or disclosing for possible publication or
dissemination outside the Company any material prepared by me that
incorporates information that concerns the Company's business or
anticipated research. I agree to deliver a copy of such material to an
officer of the Company for his or her review. Within twenty (20) days of
such submission, the Company agrees to notify me whether the Company
believes such material contains any Proprietary Information, and I agree to
make such deletions and revisions as are reasonably requested by the
Company to protect its Proprietary Information. I further agree to obtain
the consent of the Company prior to any review of such material by persons
outside the Company.
i. I agree that during my employment with the Company, I will not engage
in any employment, business, or activity that is in any way competitive
with the business or proposed business of the Company, and I will not
assist any other person or organization in competing with the Company or in
preparing to engage in competition with the business or proposed business
of the Company. The provisions of this paragraph shall apply both during
normal working hours and at all other times including, but not limited to,
nights, weekends, and vacation time, while I am employed by the Company.
j. I represent that my performance of all the terms of this Agreement and
as an employee of the Company does not and will not breach any agreement to
keep in confidence proprietary information, knowledge or data acquired by
me in confidence or in trust prior to my employment by the Company, and I
will not disclose to the Company, or induce the Company to use, any
confidential or proprietary information or material belonging to any
previous employers or others. I represent and warrant that I have returned
all property and confidential information belonging to all prior employers.
I have not entered into, and I agree I will not enter into, any agreement
either written or oral in conflict herewith or in conflict with my
employment with the Company. I further agree to conform to the rules and
regulations of the Company.
4. I agree that I am employed on an "at-will" basis. This means that I have
the right to resign and the Company has the right to terminate my
employment at any time for any reason, with or without cause. This is the
complete agreement between the Company and
3
me on this term of my employment. I further agree that this term can only
be modified by an officer of the Company and he or she can only do so in a
writing signed and dated by him or her and me.
5. If one or more provisions of this Agreement are held to be unenforceable
under applicable law, such provisions shall be excluded from this Agreement
and the balance of the Agreement shall be interpreted as if such provisions
were so excluded and shall be enforceable in accordance with its terms.
6. This Agreement shall be effective as of the first day of my employment with
the Company and shall be binding upon me, my heirs, executors, assigns, and
administrators, and shall inure to the benefit of the Company, its
subsidiaries, successors and assigns.
7. This Agreement can only be modified by a subsequent written agreement
executed by an officer of the Company.
8. Although I may work for the Company outside of California or the United
States, I understand and agree that this Agreement shall be interpreted and
enforced in accordance with the laws of the State of California.
I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS
WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS
HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT
VOLUNTARILY AND FREELY.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Employee Name (Please Print)
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 7-28-00
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Employee Signature Date
4
EXHIBIT A
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Section 2870. Invention on Own Time-Exemption from Agreement
(a) Any provision in an employment agreement which provides that an employee
shall assign, or offer to assign, any of his or her rights in an Invention
(as defined in Section 3(c) of this Agreement) to his or her employer shall
not apply to an Invention that the employee developed entirely on his or
her own time without using the employer's equipment, supplies, facilities,
or trade secret information except for those Inventions that either:
(1) Relate at the time of conception or reduction to practice of the
Invention to the employer's business, or actual or demonstrably anticipated
research or development of the employer.
(2) Result from any work performed by the employee for his employer.
(b) To the extent a provision in an employment agreement purports to require an
employee to assign an Invention otherwise excluded from being required to
be assigned under subdivision (a), the provision is against the public of
this state and is unenforceable.
5
EXHIBIT B
---------
1. The following is a complete list of all Inventions or improvements relevant
to the subject matter of my employment by Legato Systems, Inc. ("the
Company") that have been made or conceived or first reduced to practice
by me or jointly with others prior to my employment by the Company that I
desire to remove from the operation of the Company's Proprietary
Information and Inventions Agreement:
X No inventions or improvements.
--
__ See below: Any and all inventions regarding:
__ Additional sheets attached
2. I propose to bring to my employment the following materials and documents
of a former employer:
X No materials or documents
--
__ See below:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 7-28-00
-------------------------- -----------------
Employee Signature Date
6
September 27, 2000
▇▇▇▇▇ ▇. ▇▇▇▇
Chief Executive Officer
Legato Systems, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Letter Amendment to Separation Agreement
----------------------------------------
Dear ▇▇. ▇▇▇▇:
We have agreed to amend my Separation Agreement with Legato Systems, Inc.,
dated July 28, 2000 (a copy of which is attached hereto as Exhibit A), as
follows:
Paragraph 1, Line 1 - Delete the language; "Effective August 31, 2000 (the
"Effective Date") and substitute therefor the language: "Effective September 29,
2000 (the "Effective Date" for the Agreement except Paragraph 4.1; for Paragraph
4.1, the "Effective Date" shall be August 31, 2000)".
All other terms of the Agreement shall remain in full force and effect.
Sincerely,
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
AGREED TO AND ACCEPTED;
LEGATO SYSTEMS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ Dated: September 29, 2000
---------------------------
▇▇▇▇▇ ▇. ▇▇▇▇
Its: Chief Executive Officer