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EXHIBIT 10.28
[LETTERHEAD OF VERITY, INC.]
September 23, 1999
Mr. Anthony J. Bettencourt
2802 Vizzolini Court
Pleasanton, CA 94566
Dear Anthony:
Verity is pleased to extend your employment for a one year period beginning
September 1, 1999 (the "Term"). Your new role will be President, reporting
directly to Verity's CEO. Your monthly salary will be $25,000. Your
compensation package will include a commission plan providing for the payment
of a minimum of $200,000 in commissions with respect to the year ending August
31, 2000, plus a $100,000 incentive bonus payable on or before September 30,
2000. During the Term, (i) your salary may not be reduced and (ii) unless you
voluntarily terminate or are terminated by the Company for "cause", as defined
below, you will be paid commissions of a minimum of $200,000 with respect to
your services during the Term.
If your employment by the Company terminates prior to September 30, 2000 (other
than as a result of a termination due to your death or a permanent disability
or a termination by the company without "cause", as defined below), you will
not be entitled to receive the $100,000 incentive bonus.
Your employment with Verity may be terminated by your or Verity at any time.
However if the company terminates your employment without cause prior to the end
of the Term under this agreement (the "End Date"), (i) you will be entitled to
receive payments on Verity's standard payroll dates at the rate of $41,666.67
per month (comprised of $25,000.00 in salary and $16,666.67 in commissions),
less withholding, from the termination date until the End Date and (ii) you will
be entitled to receive the incentive bonus of $100,000 on or before September
30, 2000. You shall not be entitled to any such benefits if your employment is
terminated by the company for cause or by you voluntarily. For these purposes,
"cause" will be defined to mean (i) your violation of any material provision of
the Inventions Agreement (as defined below), (ii) any act of theft or
dishonesty, (iii) any immoral or illegal act which has a detrimental effect on
this business or reputation of the company or its affiliates or (iv) any
material failure to use reasonable efforts to perform reasonably requested tasks
after written notice and a reasonable opportunity to comply with such notice.
You agree that the benefits stated in this paragraph shall be your sole and
exclusive remedy for any damages or injury arising out of or related to any
termination of your employment by Verity.
This letter and the company's standard agreement relating to proprietary rights
between you and Verity (the "Inventions Agreement") set forth the terms of your
employment with the company an supersede any prior representations or
agreements, whether written or oral. This letter may not be modified or
amended, except by a written agreement, signed by you and the company.
Sincerely
/s/ GARY J. SBONA
Garry J. Sbona
Chairman and CEO
I agree to and accept the above terms of employment with Verity, Inc. for the
year beginning September 1, 1999.
/s/ ANTHONY J. BETTENCOURT 9-23-99
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Signature Date
