Sample Business Contracts

Severance Agreement - Platinum Software Corp. and Michael J. Simmons

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         This Agreement is entered into as of this 8th day of February, 1996,
by and between Platinum Software Corporation, a Delaware corporation (the
"Company"), and Michael J. Simmons ("Simmons"), with reference to the


         A.      Simmons is the Chief Financial Officer of the Company; and

         B.      The Company and Simmons desire to assure that the Company will
have the continued dedication of Simmons and to provide Simmons with the
compensation and benefits arrangements set forth herein.

         NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:

         1.      Involuntary Termination or Constructive Termination of
Employment.  In the event that (i) the employment of Simmons by the Company is
involuntarily terminated, with or without cause, or (ii) a "Constructive
Termination" (as defined below) of the employment of Simmons has occurred, then
in either such event, (A) all of the options to purchase shares of Common Stock
of the Company held by Simmons, as set forth on Exhibit A hereto (collectively,
the "Options"), shall immediately vest and become exercisable, and (B) in the
event such involuntary termination or Constructive Termination occurs within
one year from the date hereof, Simmons shall receive a severance benefit equal
to his total compensation for the twelve months prior to termination as would
have been reflected in a Form W-2, payable as a lump sum or in installments at
the option of Simmons.  For the purposes of this Agreement, "Constructive
Termination" shall be deemed to occur if (i) there is a material adverse change
in Simmons' title or job function, causing it to be of less stature or of less
responsibility than his existing position as Chief Financial Officer, (ii) a
reduction of more than fifteen percent (15%) of Simmons' base compensation
shall occur, or (iii) Simmons shall be required to relocate his residence more
than fifty (50) miles from his existing residence.

         The severance payments payable to Simmons as set forth in Clause (B)
above shall be in lieu of and not in addition to the severance payments payable
to Simmons pursuant to the letter agreement dated April 29, 1994 between
Simmons and the Company.  However, if for any reason the severance payments as
set forth in Clause (B) above are not payable to Simmons, Simmons shall be
entitled to such payments, if any, as are provided under the terms and
provisions of the letter agreement dated April 29, 1994.

         2.      Voluntary Termination of Employment.  In the event that
Simmons shall voluntarily terminate his employment with the Company, the next
vesting installment of the Options shall accelerate such that the number of
Options which shall be exercisable as of the date of termination

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shall be the number of Options exercisable on the next date of vesting
following the date of termination.

         3.      Consulting.  In the event of any termination of employment,
whether pursuant to paragraph 1 or 2 above, Simmons shall remain available to
provide advice and consulting to the Company, as requested by the Board of
Directors, subject to his availability, existing commitments and schedule, for
a period of fifteen (15) months following such termination.  As a result,
Simmons shall be deemed to continue to be a "Service Provider" to the Company
for the fifteen (15) month period; provided, however, that except as provided
in Section 1 or Section 2 above, the Options shall not continue to vest
following the date of termination of Simmons' employment.  The Options as so
vested on the date of termination shall accordingly be exercisable by Simmons
for a period of eighteen (18) months following any such termination of

         4.      General.  This Agreement, together with the agreements
relating to the Options, constitute the entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior
contemporaneous written or oral agreements and understandings of the parties.
This Agreement may be executed in one or more counterparts, all of which taken
together shall constitute one agreement.  This Agreement shall be construed
under and enforced in accordance with and governed by the laws of the State of

         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the day and year first above written.

                                      PLATINUM SOFTWARE CORPORATION

                                          Richard Goeglein
                                          Chairman of the Compensation Committee

                                          Michael J. Simmons

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                                   EXHIBIT A

OPTIONS                                                                         EXERCISE PRICE*
-------                                                                         --------------- 
Option to Purchase 20,000 Shares of Common Stock (4/17/94 Grant - 1993 Plan)         $4.25
Option to Purchase 20,000 Shares of Common Stock (5/23/94 Grant - 1994 Plan)         $5.625
Option to Purchase 100,000 Shares of Common Stock (9/1/94 Grant - 1994 Plan)         $7.375


*   Effective February 8, 1996, all of the Options were repriced to an exercise
    price of $3.50 per share.