Change in Control Agreement - Virage Inc. and Michael H. Lock
August 12, 2002
Dear Michael,
This letter formalizes our prior discussions and agreement on the terms
of a potential severance arrangement as follows:
1. In the event both that Virage, Inc. is acquired by another company and that
you are terminated without cause as a direct result thereof, then you shall be
entitled to receive six (6) months of your then-current base salary (without
including commission, bonuses, benefits or other compensation) as severance,
subject to your executing Virage's or its acquiror's standard release of claims
and confidentiality agreement.
2. All other terms and conditions of your original signed offer letter continue
in full force and effect. Nothing herein changes the fact that your employment
with Virage is for no specified period of time and constitutes at-will
employment. As a result, Virage is free to terminate its employment relationship
with you at any time, with cause or without cause.
Your signature below indicates your assent and agreement to the terms
and conditions of this letter agreement, and executes this letter agreement as
of the date first set forth above.
Sincerely,
Paul G. Lego
C.E.O. and President
Virage, Inc.
Agreed to and Accepted by:
Michael H. Lock
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Signature
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Date