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EXHIBIT 10.28
Cayenne Software, Inc.
Xxxxxx X. Xxxxxx, Cayenne Director
December 31, 1997
Xx. Xxxxx X. Xxxx
000 Xxxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Dear Xxxxx,
Confirming our prior conversations and agreement, the following are the details
of what we agreed to:
Mutual agreement of resignation of employment and from all board and officer
positions of Cayenne and subsidiaries. Xxxxx Xxxx agreed to participate in the
employee announcement, discussions with analysts and shareholders and in the
preparation of the Press Release.
Terms Agreed to:
All vested ISO option shares as of 12/31/97 will be exercisable for 90 days
after 12/31/97. All non-qualified vested option shares as of 12/31/97 will be
exercisable through the end of July 1998. After July 31, 1998, 300,000 of the
above vested (12/31/97) non-qualified option shares will be exercisable through
the end of year 2000.
Xxxxx Xxxx will be given one year base salary for the calendar year of 1998; the
base salary of $278,000.00 is the salary to be used. Xxxxx Xxxx will be given
continuance of medical, dental, insurance benefits and car allowance for one
year, until and including December 31, 1998.
Xxxxx Xxxx will not compete with the Company for one year. He will not use or
disclose the Company's confidential information. He will not disparage the
Company.
I wish you success in your future endeavors.
Sincerely,
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Cayenne Director
