EXHIBIT 10.49
[LETTERHEAD OF XXXXXXX APPEARS HERE]
April 9, 1999
Xxxx Xxxxxxxx
5 Queene Xxx Xx.
Hopkinton, MA
Dear Xxxx:
In consideration for your acceptance of the position as president of Peritus
Software Services, Inc. ("the Company"), the Company is providing you with a
recoverable bonus of $120,000 minus all taxes, FICA and other withholdings
required by law. This bonus is in place of and supercedes the payments you would
receive in the event of a change in control under the addendum to your
employment agreement dated August 13, 1998 and is in place of any severance
arrangements that may be offered by the Company through September 30, 1999. This
bonus does not affect your eligibility to receive other benefits or payments
under other Peritus plans or by a person or entity other than Peritus.
This bonus will vest and become non-recoverable on the earlier of: (i) September
30, 1999, (ii) the date of termination of your employment by the Company without
cause, or (iii) the merger, liquidation, consolidation, sale of substantially
all of the assets, bankruptcy, reorganization or receivership of the Company (a
"Vesting Event"). Cause shall mean the failure to perform your duties,
conviction of a felony or conduct that materially injures the Company.
You acknowledge that you are an employee at will. If you voluntarily terminate
your employment with the Company prior to a Vesting Event, you will promptly
return a cash amount equal to the gross bonus amount to Peritus.
The terms and existence of this bonus arrangement are confidential and if you
disclose them to anyone else, Xxxxxxx may demand prompt repayment thereof.
This arrangement is binding on Peritus and its successors and assigns whether by
means of merger, consolidation, sale of assets, or otherwise and shall be
governed by Massachusetts substantive laws.
Please acknowledge your understanding to the terms hereof by signing below.
Sincerely,
Peritus Software Services, Inc. Agreed to and accepted by:
By: /s/ Xxxxxx XxXxxxxx Xxxx Xxxxxxxx
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Xxxxxx XxXxxxxx Vice- President Xxxx Xxxxxxxx
