Sample Business Contracts

Severance Agreement - Centigram Communications Corp. and Dennis Barsema

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October 2, 1997

Dennis Barsema
18140 Barnard Road
Morgan Hill, Ca  95037

Dear Dennis,

Pursuant to our discussions, it has been mutually agreed that 
as of November 3, 1997, your position with Centigram 
Communications Corporation has been eliminated.

Attached you will find a Summary Plan Document outlining the 
terms and conditions of your separation from Centigram.  These 
outlined benefits will be paid to you provided you sign the 
General Release and Termination Certificate documents which are 
also attached.  Please review these documents carefully and let 
me know if you have any questions that I or Carrie Perzow can 

Dennis, I have appreciated the contributions you have made to 
Centigram and in particular the leadership role you assumed on 
the operating committee over these last several months.  Once 
again, I am available to answer any further questions you may 
have or provide assistance as you approach your next career 


Dean O. Morton
Chairman, Centigram Communications Corporation

Severance Package Compensation Elements

I, Dennis Barsema, understand that upon my consent and affixing 
of my signature to the attached General Release and Termination 
Certificate, Centigram agrees to:

1. provide me with 4 weeks of notification commencing 
November 3, 1997 through December 1, 1997, at my 
current salary of  $3,462 per week and car allowance 
of $400 per month.

2. pay me a continuous payout for 48 weeks of severance 
at my current salary of $3,462 per week and car 
allowance of $400 per month
3. pay me 50% of my FY'98 executive bonus at target of 
$118,800 ($59,400) after the end of the 1998 fiscal 
year.  Pay me the remaining 50% of my FY'98 executive 
bonus at target of $118,800 against the following 
 - $39,800 will be paid against achievement of the 
FY'97 Q4 revenue at the following percentages and 
payouts:  Minimum of $29M in revenue equals 100% 
payout, minimum of $28M in revenue equals 50% 
payout, minimum of $27M in revenue equals 25% 
 - $19,600 will be paid against achievement of the 
following development criteria:  1) A plan for 
reengineering 6.0 base software should be presented 
to CEO by 11/3/97, and 
 2) by 11/3/97 we will deliver 6.1 to a beta 
customer, and we will have an agreed to                
 list of at least three (3) beta customers, as well 
as a beta plan for those customers. 

4. continue my vacation until December 1,1997, and pay 
all unused, accrued vacation at that time.

5. should I elect it, Centigram will pay COBRA premiums 
for medical dental and vision coverage under the 
existing Centigram plan through November 2, 1998 or 
until such time as I secure other coverage, whichever 
comes first.

6. permit my options to continue to vest through November 
2, 1998 and, if vested, to be exercised until 30 days 
from that date.

7. I agree to execute the attached General Release and 
Termination Certificate and abide by Centigram's 
Employee Nondisclosure and Assignment of Inventions 
Agreement and to refrain from disclosing any non-
public information about Centigram or its business 
that I may have acquired during my period of 
employment with the company.

8. I understand that I may file for unemployment 
compensation and that my claim will not be contested 
by Centigram.

9. I agree to notify Centigram promptly upon the 
acceptance of other employment, at such time a lump 
sum payout for remaining severance due will be made 
and stock options will cease to continue to vest and 
may be exercised 30 days from that date.

10. I agree that these terms fully satisfy Centigram's 
obligation to me.

  -------------------------------------                     ---------
           Dennis Barsema                                     Date            

  -------------------------------------                     ---------
           Dean O. Morton                                     Date
           Chairman, Centigram Communications Corporation       



        Amended Plan Effective Date:  September 10, 1997


The Centigram Communications Corporation Officer Separation Pay Plan 
(the "Plan") is primarily designed to provide eligible Senior Officers 
of Centigram Communications Corporation (the "Company") whose 
employment is terminated as a result of a work force reduction or job 
elimination with financial assistance while they are seeking new 
employment opportunities.  The Plan is also intended to satisfy, where 
applicable, the obligations of the Company under the federal Worker and 
Retraining Notification ("WARN") Act.  The Plan is effective for 
eligible employees whose employment is terminated on or after September 
10, 1997 and not later than April 30, 1998.

Centigram Communications Corporation competes within an industry where 
technology, markets and competition change rapidly.  Therefore, one of 
our sources of competitive advantage is our ability to change more 
quickly than the competition.  This may result in evolving requirements 
in terms of our financial plan, locations and employee core 

This policy is written to define a reduction in workforce, which 
results in long-term employment losses, motivated by reasons of cost-
reduction, efficiency improvement, reorganization, loss of business, 
plant or department closures, or other reasons unrelated to the 
affected individual.  This policy does not apply to employment 
termination for reasons of misconduct or lack of performance.  
Centigram is an employment at-will employer, meaning both the employee 
and the employer have the right to terminate the employment 
relationship at any time.

If you are an eligible Officer employee you will receive at least four 
(4) weeks advance notice of your termination date.  In the event the 
Company does not provide you with the full notice period, you will 
receive your base Salary (as that term is defined in Section II below) 
for the four(4) week (as applicable) period, in addition to any 
benefits that you are eligible to receive under this Plan.

This Plan is designed to be an "employee welfare benefit plan," as 
defined in Section 3(1) of the Employee Retirement Income Security Act 
of 1974, as amended ("ERISA").  This Plan is governed by ERISA and, to 
the extent applicable, the laws of the State of California.  This 
document constitutes both the official plan document and the required 
summary plan description under ERISA.


You will be generally eligible for severance benefits under this Plan 

        -       you are a regular full-time U.S. employee of the Company 
with the title of Sr. Vice President or above;

        -       your active employment is involuntarily terminated as a 
result of work force reduction or job elimination during 
the term of the Plan; 

        -       you execute the General Release Of All Claims, a copy of 
which is attached as Exhibit A, within forty-five (45) days 
of your date of termination if you are age forty (40) or 
older, or you execute the General Release of All Claims, a 
copy of which is attached as Exhibit B, within seven (7) 
days of your date of termination if you are under age forty 
(40); and

        -       you are not in one of the excluded categories listed below.

You are not eligible for severance benefits under this Plan if:

        -       you voluntarily terminate employment, unless such voluntary 
termination occurs after you receive notice of an 
involuntary termination which would otherwise qualify you 
for severance benefits and the Plan Administrator 
determines, in its sole discretion, that your earlier 
voluntary termination is in the best interests of the 

        -       you are employed by, or are offered continued employment 
with, a successor employer which directly or indirectly 
acquires (i) all or any portion of the assets or operations 
of the Company or any subsidiary, (ii) all or any portion 
of the outstanding capital stock of the Company, or (ii) 
fifty percent (50%) or more of the capital stock of any 
subsidiary of the Company;

        -       you are dismissed for a reason other than work force 
reduction or job elimination (including, but not limited 
to, poor performance, violation of Company policy or 
procedures, insubordination, misconduct, the unauthorized 
use or disclosure of confidential information or trade 
secrets of the Company or any subsidiary), whether or not 
you already received notice of an involuntary termination 
which would otherwise qualify you for severance benefits;

        -       you are a temporary employee or work for the Company solely 
as an independent contractor, consultant or agent;

        -       you are covered by any other severance or separation pay 
plan or arrangement with the Company or by an employment 
agreement with the Company;

        -       you die before you receive any or all of your severance 
benefits under the Plan; or

        -       you are on a leave of absence (including disability leave), 
except to the extent the Plan Administrator decides, in its 
sole discretion, to provide you with severance benefits 
upon your involuntary termination.


If you are eligible for severance benefits under the Plan, you will 
receive those benefits in  continuous payments unless you become 
employed during the severance period, at which time the remaining 
severance due would be made in a lump-sum payment .  Payment of your 
severance benefits will be made as soon as administratively practicable 
after the occurrence of the following events:

                -       your termination of employment as a result of a work 
force reduction or job elimination;

                -       the Company's receipt of your executed General 
Release; and

                -       the expiration of any rescission period applicable to 
your executed General Release.

The amount of your severance benefits will generally be determined in 
accordance with the guidelines set forth below on the basis of the 
following factors, measured as of the effective date of your 
termination of active employee status:  (i) your Salary, (ii) your 
Year(s) of Service with the Company, and (iii) your job classification:

        Severance Benefit Guidelines

                -       Notification Period:  4 weeks
                -       Severance:  48 weeks
                -       Executive Bonus:  Paid at target after the end of 

                        Severance and Executive Bonus may be paid in either a
lump sum payment or continuous payout to be chosen or 
changed at any time during the severance period.  If 
a lump sum payment is chosen, stock vesting ends the 
date of payout.  If continuous payout is chosen, 
stock will continue to vest until the end of the 
severance period.  

        -       Salary generally means your base salary and does not 
include, for example, bonuses, overtime compensation, 
incentive pay, compensation associated with employee stock 
options, reimbursements, or expense allowances (with the 
exception of car allowance)  

        -       The Plan Administrator may, as it deems appropriate and in 
its sole discretion, authorize severance benefits in an 
amount different from the guidelines amount.  Under certain 
circumstances, the Plan Administrator may, in its sole 
discretion, waive or modify, with respect to one or more 
classes of employees, the eligibility requirements for 
severance benefits or modify the method of calculating 
their severance benefits.

        -       When an eligible employee's termination is deemed covered 
by the WARN Act, the benefit payable under this Plan shall 
be considered to be payments required by that Act.

If you are an eligible Officer employee, you will also receive the 
following benefits:

        -       Your existing group health coverage (and, if applicable, 
the existing group health coverage of your eligible 
dependents) will end as of your date of termination.  You 
may then be eligible to elect temporary continuation 
coverage of the Company's group health plan under the 
Consolidated Omnibus Budget Reconciliation Act of 1985, as 
amended ("COBRA").  If you are eligible and elect COBRA 
continuation coverage, then the Company will pay for such 
coverage for 48 weeks that you will receive severance 
benefits (pursuant to the guidelines formula specified 
above).  You (and, if applicable, your eligible dependents) 
will be provided with a COBRA election form and notice 
which describes your right to continuation coverage under 
COBRA.  In no case, will you or your dependents receive 
Company-paid or employee-paid group health coverage beyond 
the period provided under COBRA.


Plan Administration.  As the Plan Administrator, the Company has full 
discretionary authority to administer and interpret the Plan, including 
discretionary authority to determine eligibility for severance benefits 
under the Plan.  The Plan Administrator hereby delegates to the Vice 
President of Human Resources all of its administrative duties.  
Accordingly, the Vice President of Human Resources on behalf of the 
Plan Administrator, has full discretionary authority to carry out its 
delegated duties.  Any determination by the Vice President of Human 
Resources  will be final and conclusive upon all persons.  The Company, 
as the Plan Administrator, will indemnify and hold harmless the Vice 
President of Human Resources for carrying out the responsibilities of 
the Plan Administrator; provided, however, the Vice President of Human 
Resources does not act with gross negligence or wilful misconduct.

Benefits.  When benefits are due, they will be paid from the general 
assets of the Company.  The Company is not required to establish a 
trust to fund the Plan.  The benefits provided under this Plan are not 

Claims Procedure.  If you believe you are incorrectly denied a benefit 
or are entitled to a greater benefit than the benefit you receive under 
the Plan, you may submit a signed, written application to the Plan 
Administrator within ninety (90) days of your termination.  You will be 
notified of the approval or denial of this claim within ninety (90) 
days of the date that the Plan Administrator receives the claim, unless 
special circumstances require an extension of time for processing the 
claim.  If your claim is denied, the notification will state specific 
reasons for the denial and you will have sixty (60) days from receipt 
of the written notification of the denial of your claim to file a 
signed, written request for a review of the denial with the Plan 
Administrator.  This request should include the reasons you are 
requesting a review, facts supporting your request and any other 
relevant comments.  Pursuant to its discretionary authority to 
administer and interpret the Plan, and to determine eligibility for 
benefits under the Plan, the Plan Administrator will generally make a 
final, written determination of your eligibility for benefits within 
sixty (60) days of receipt of your request for review.

Plan Terms.  This Plan supersedes and any and all previous existing 
separation, severance, retention and salary continuation arrangements, 
programs and plans which were previously offered by the Company to 
employees eligible to receive benefits under this Plan.

Plan Amendment or Termination.  The Plan is effective only for 
employees who are terminated on or after May 1, 1997 and no later than 
April 30, 1998.  The Vice President, Human Resources, on behalf of the 
Company, reserves the right to terminate or amend the Plan at any time 
and in any manner.  Because the provisions of the Plan are intended to 
serve as mere guidelines for the payment of severance benefits under 
certain prescribed circumstances, it is not intended that any employee 
obtain any vested right to severance benefits.  Accordingly, any 
termination or amendment of the Plan may be made effective immediately 
with respect to any benefits not yet paid, whether or not prior notice 
of such amendment or termination has been given to affected employees. 
 In no event, however, will the Plan be effective after April 30, 1998.

Taxes.  The Company will withhold taxes and other payroll deductions 
from any severance payment.

No Right to Employment.  This Plan does not provide you with any right 
to continue employment with the Company or affect the Company's right, 
which right is hereby expressly reserved, to terminate the employment 
of any individual at any time for any reason with or without cause.


As a participant in the Centigram Communications Corporation Separation 
Pay Plan (the "Plan"), you are entitled to certain rights and 
protections under the Employee Retirement Income Security Act of 1974, 
as amended ("ERISA").  ERISA provides that all Plan participants shall 
be entitled to:

        1.      Examine, without charge, at the Plan Administrator's 
office, all Plan documents, including all documents filed 
by the Plan with the U.S. Department of Labor.

        2.      Obtain copies of all Plan documents and other Plan 
information upon written request to the Plan Administrator. 
 The Plan Administrator may make a reasonable charge for 
the copies.

        3.      Receive a summary of the Plan's annual financial report.  
The Plan Administrator is required by law to furnish each 
participant with a copy of this summary financial report.

        4.      File suit in a federal court, if you, as a participant, 
request materials and do not receive them within thirty 
(30) days of your request.  In such a case, the court may 
require the Plan Administrator to provide the materials and 
to pay you a fine of up to $100 for each day's delay until 
the materials are received, unless the materials were not 
sent because of reasons beyond the control of the Plan 

In addition to creating rights for certain employees of the Company 
under the Plan, ERISA imposes obligations upon the people who are 
responsible for the operation of the Plan.  The people who operate the 
Plan (called "fiduciaries") have a duty to do so prudently and in the 
interest of the Company's employees who are covered by the Plan.

No one, including your employer or any other person, may fire you or 
otherwise discriminate against you in any way to prevent you from 
obtaining a benefit to which you are entitled under the Plan or from 
exercising your rights under ERISA.

If your claim for a severance benefit is denied or ignored, in whole or 
in part, you have a right to file suit in a federal or a state court.  
If Plan fiduciaries are misusing the Plan's assets (if any) or if you 
are discriminated against for asserting your rights, you may seek 
assistance from the U.S. Department of Labor or file suit in a federal 
court.  The court will decide who will pay court costs and legal fees. 
 If you are successful in your lawsuit, the court may, if it so 
decides, order the party you have sued to pay your legal costs, 
including attorney fees.  However, if you lose, the court may order you 
to pay these costs and fees, for example, if it finds that your claim 
or suit is frivolous.

If you have any questions about the Plan, this statement or your rights 
under ERISA, you should contact the Plan Administrator or the nearest 
Area Office of the U.S. Labor-Management Services Administration, 
Department of Labor.


Name of Plan:       Centigram Communications Corporation Separation 
                     Pay Plan
Company Sponsoring  Centigram Communications Corporation

Employer  Identification  94-2418021

Plan Number: 5B

Plan Year: The twelve (12) consecutive month period  beginning May 1, 1997.

Plan Administrator: Centigram Communications Corporation
                    c/o Vice President, Human Resources
                    91 East Tasman Drive
                    San Jose, California 95134
                    (408) 944-0250

Agent for Service  of Legal Process: Plan Administrator

Type of Plan: Severance Plan/Employee Welfare Benefit Plan

Plan Costs: The cost of the Plan is paid by Centigram 
            Communications Corporation



                In consideration of the benefits offered to me under the 
Centigram Communications Corporation 1997 Severance Plan (the "Plan") 
as described in the Summary Plan Description provided to me, and in 
connection with the termination of my employment as a result of 
Centigram's reduction in force or job elimination, on behalf of myself, 
my heirs, executors, administrators, successors, and assigns, I hereby 
fully and forever RELEASE and DISCHARGE Centigram, its officers, 
directors, agents, employees, affiliates, representatives, successors 
and assigns (hereinafter, collectively called the "Company") from any 
and all claims and causes of action arising out of or relating in any 
way to my employment with the Company, including, but not limited to, 
the offer and termination of my employment.

                1.      I understand and agree that this RELEASE is a full 
and complete waiver of all claims, including, but not limited to, 
claims of wrongful discharge, breach of contract, breach of the 
covenant of good faith and fair dealing, violation of public 
policy, defamation, personal injury, emotional distress, claims 
under Title VII of the 1964 Civil Rights Act, as amended, the 
California Fair Employment and Housing Act, the Equal Pay Act of 
1963, California Labor Code Section 1197.5, the Age 
Discrimination in Employment Act of 1967, as amended, the 
Americans with Disabilities Act, the Employee Retirement Income 
Security Act of 1974, as amended ("ERISA"), and any other laws 
and regulations relating to employment or employment 
discrimination.  The only exceptions are claims I may have for 
unemployment compensation and workers' compensation.

                2.      I understand and agree that the Company will not 
provide me with any enhanced severance benefits, as outlined in 
the Plan, unless I execute this RELEASE.  I further understand 
that I have received or will receive, regardless of the execution 
of this RELEASE, all salary owed to me together with any accrued 
but unused vacation pay, less deductions, in my final paycheck 
earned through my termination date.

                3.      In addition, and in further consideration of the 
foregoing, I acknowledge that I may hereafter discover facts 
different from or in addition to those which I now know or 
believe to be true and that this RELEASE shall be and remain 
effective in all respects notwithstanding such different or 
additional facts or the discovery thereof.  Furthermore, in 
consideration of the foregoing, I hereby expressly waive any and 
all rights and benefits conferred upon me by the provisions of 
Section 1542 of the Civil Code of the State of California and/or 
any analogous law of any other state, which states as follows:

                        A general release does not extend 
to claims which the creditor 
[employee] does not know or 
suspect to exist in his favor at 
the time of executing the release, 
which if known by him must have 
materially affected his settlement 
with the debtor [Company].

                4.      As part of my existing and continuing obligation to 
the Company, I have returned or, within seven (7) days of my 
termination will return to the Company all Company Information, 
including files, records, computer access codes and instruction 
manuals,  as well as any Company assets or equipment that I have 
in my possession or under my control.  I further agree not to 
keep any copies of Company Information.  I affirm my obligation 
to keep all Company Information confidential and not to disclose 
it to any third party in the future.  I understand that the term 
"Company Information" includes, but is not limited to, the 

                (a)     Confidential information, including information 
received from third parties under confidential 
conditions; and

                (b)     Other technical, scientific, marketing, business, 
product development or financial information, the use 
or disclosure of which might reasonably be determined 
to be contrary to the interests of the Company, 
including solicitation of employees.

        The Company's Proprietary Information Agreement is incorporated 
herein by this reference.

                5.      I agree to keep this RELEASE confidential and not to 
reveal its contents to anyone except my lawyer, my spouse and/or 
my financial consultant.

                6.      All disputes under this RELEASE will be settled by 
arbitration in the County of Santa Clara, in accordance with the rules 
of the American Arbitration Association, or its successor, and judgment 
upon the award rendered may be entered in any court with jurisdiction. 
 If there is a dispute with respect to this RELEASE, the prevailing 
party will be entitled to its reasonable attorney fees and other costs 
and expenses incurred in resolving the dispute.

                7.      This RELEASE contains the entire agreement between 
the Company and me with respect to any matters referred to in the 
RELEASE and supercedes any previous oral or written agreements.  
I understand and agree that this RELEASE shall not be deemed or 
construed at any time as an admission of liability or wrongdoing 
by either myself or the Company.

                8.      If any one or more of the provisions contained in 
this RELEASE is, for any reason, held to be unenforceable, that 
holding will not affect any other provision of this RELEASE, but, 
with respect only to that jurisdiction holding the provision to 
be unenforceable, this Release shall then be construed as if such 
unenforceable provision or provisions had never been contained 

                9.      Before executing this RELEASE, I obtained sufficient 
information to intelligently exercise my own judgment about the 
terms of the RELEASE.  I understand that I may discuss this 
RELEASE with an attorney of my own choosing before signing this 
RELEASE.  The Company has also given me forty-five (45) days in 
which to consider this RELEASE, if I wish.  I also understand for 
a period of seven (7) days after I sign this RELEASE, I may 
revoke this RELEASE and that the RELEASE will not become 
effective until seven (7) days after I sign it, and only then if 
I do not revoke it.  In order to revoke this RELEASE, I must 
deliver to the Company's Vice President of Human Resources, by no 
later than seven (7) days after I execute this RELEASE, a letter 
stating that I am revoking it.

                10.     The Plan provides that enhanced severance pay may be 
paid in a lump-sum payment as soon as administratively feasible 
but not earlier than seven (7) days following my execution of 
this RELEASE.  If I choose to revoke this RELEASE within seven 
(7) days after I sign it, any enhanced severance benefits to 
which I was otherwise entitled to receive, will not be due and 
payable, and the RELEASE will have no effect.  If I do not elect 
to sign this RELEASE, I will receive the basic severance pay and 
I will not be eligible to receive the enhanced severance benefits 
as outlined in the Plan.

                11.     The following information is attached to this RELEASE 
and has been provided to me:

                        (a)     Attachment "A" to this RELEASE is a copy of 
the Plan which contains the eligibility 
requirements and time limits applicable to the 



              Date delivered to employee                   , 199     .

              Executed this            day of              , 199     .

                                Employee's Signature

                                Printed Name and Employee No.