Sample Business Contracts

Severance Agreement - Retek Inc. and John Gray

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                               (RETEK LETTERHEAD)

March 20, 2002

John Gray
1147 Brittmoore Road
Houston, TX  77043

Dear John,

Let me take this opportunity to welcome you to Retek, Inc. and assure you of
your value to our company as we integrate the point of sale product into our
portfolio. Your position is important to our success. So that you understand
your value to our company, we are outlining for you a proposed severance plan
regarding your employment. We hope after you have considered this proposed plan
you will be as excited as we are about your future at Retek.


If Retek chooses to terminate your employment during your first year of
employment for any reason other than performance or cause, we will pay you as
severance the remainder of your base salary for that year, subject to the terms
of this letter ("Severance"). (For example, if Retek were to terminate your
employment after six months for a reason other than performance or cause, it
would agree to pay you Severance of $87,500.) Retek, however, shall have the
right to place you in a position with the company that is comparable to the
position you are holding at the time, rather than pay you the Severance. Retek
retains the right to determine whether you have been offered a "comparable
position" and will do so considering such factors as salary, location and job

In order to receive the Severance, you must agree to sign a separation agreement
at the time your employment is terminated, which will include a release of all
claims you may have or claim to have against Retek at that time. You will not
receive the severance if you refuse to sign the separation agreement and/or
refuse to execute a complete release of claims.

After one year of employment, Retek shall have no obligation to pay you the
Severance or offer you any other remuneration upon the termination of your
employment for any reason. Retek may, in its sole discretion, choose to offer
you remuneration in the form of severance after your first year of employment,
but shall be in no way obligated to do so.

This letter, and the Severance being offered to you, do not in any way modify
the at-will nature of your employment with Retek or in any way transform your
employment into termination for


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cause. Nor does this letter, or the Severance being offered to you, modify in
any way any of the terms of your Employment Agreement.

If you accept this proposal, you must agree not to disclose to anyone (including
other Retek employees) the existence, nature or terms of the Severance, either
during the term of your employment with Retek or thereafter. If you fail to
maintain the confidentiality of this information, Retek shall have no obligation
to pay the Severance to you.

All employees are valuable to Retek and to our future. Your particular position
and unique skill set are very important. For these reasons, we are offering this
severance plan. We hope this plan, along with our competitive pay and benefits,
will help you decide to remain employed at Retek.

If you agree with the terms set out above, please sign this letter and return
the original to Dick Lueck. Your signature is evidence that you fully understand
and agree to the terms of the Severance plan being offered to you, and accept
your obligations to keep the existence, nature and terms of the Severance
confidential. Retek shall have no obligation to pay you the Severance if you
fail to return the original signed by you to Dick on or before your start date
with Retek. You should keep a copy of this letter for your records.

If you have any questions or concerns about this letter or anything else, feel
free to call me. Thank you in advance for what we believe will be an important
and valued contribution with Retek.


/s/ Peter Baskin

Peter Baskin
Vice President, Retek, Inc.

By signing below, I acknowledge that I understand the terms of the Severance
plan Retek, Inc. is offering to me, accept those terms, and agree to keep
confidential the existence, nature and terms of the Severance plan.

/s/ John Gray                                        3/20/02
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John Gray                                            Date