Change in Control Severance Agreement - Portal Software Inc.
PORTAL SOFTWARE LETTERHEAD
Dear ____________________:
We are pleased to inform you that the Company's Board of Directors has
approved a special severance benefit program for you. The purpose of this
letter agreement is to set forth the terms and conditions of your severance
benefits and to explain the limitations that will govern their overall value.
Your severance package will become payable should your employment
terminate under certain circumstances following a substantial change in
ownership or control of the Company. To understand the full scope of your
benefits, you should familiarize yourself with the definitional provisions of
Part One of this letter agreement. The benefits comprising your severance
package are detailed in Part Two, and the dollar limitations on the overall
value of your benefit package and other applicable restrictions are specified in
Parts Three and Four. Part Five deals with ancillary matters affecting your
severance arrangement.
PART ONE -- DEFINITIONS
For purposes of this letter agreement, the following definitions will
be in effect:
Average Compensation means the average of your W-2 wages from the
Company for the five (5) calendar years (or such fewer number of calendar years
of employment with the Company) completed immediately prior to the calendar year
in which the Change in Control is effected. Any W-2 wages for a partial year of
employment will be annualized, in accordance with the frequency which such wages
are paid during such partial year, before inclusion in your Average
Compensation.
Base Salary means the annual rate of base salary in effect for you
immediately prior to the Change in Control or (if greater) the annual rate of
base salary in effect at the time of your Involuntary Termination.
Board means the Company's Board of Directors.
<PAGE>
Page 2
Change in Control means a change in the ownership or control of the
Company effected through any of the following transactions:
(i) a merger or consolidation approved by the Company's
stockholders in which securities possessing more than fifty percent
(50%) of the total combined voting power of the Company's outstanding
securities are transferred to a person or persons different from the
persons holding those securities immediately prior to such
transaction;
(ii) any stockholder-approved sale, transfer or other
disposition of all or substantially all of the Company's assets in
complete liquidation or dissolution of the Company;
(iii) the acquisition, directly or indirectly, by any person or
related group of persons (other than the Company or a person that
directly or indirectly controls, is controlled by or is under common
control with, the Company) of beneficial ownership (within the meaning
of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of
securities possessing more than fifty percent (50%) of the total
combined voting power of the Company's outstanding securities pursuant
to a tender or exchange offer made directly to the Company's
stockholders; or
(iv) a change in the composition of the Board over a period of
thirty-six (36) consecutive months or less such that a majority of the
Board members ceases, by reason of one or more contested elections for
Board membership, to be comprised of individuals who either (A) have
been Board members continuously since the beginning of such period or
(B) have been elected or nominated for election as Board members
during such period by at least a majority of the Board members
described in clause (A) who were still in office at the time the Board
approved such election or nomination.
Code means the Internal Revenue Code of 1986, as amended.
Common Stock means the Company's common stock.
Company means Portal Software, Inc., a Delaware corporation, or any
successor corporation, whether or not resulting from a Change in Control.
Disability means your inability to perform the normal and usual duties
of your position with the Company by reason of any physical or medical
impairment which is expected to result in death or continue for a period of
twelve (12) consecutive months or more.
<PAGE>
Page 3
Fair Market Value means, with respect to the shares of Common Stock
subject to any of your Options, the closing selling price per share of Common
Stock on the date in question, as such price is reported by the National
Association of Securities Dealers on the Nasdaq National Market and published in
The Wall Street Journal. If there is no closing selling price reported for the
-----------------------
Common Stock on the date in question, then the Fair Market Value will be the
closing selling price on the last preceding date for which such report exists.
Health Care Coverage means the continued coverage to which you and
your eligible dependents may become entitled under the Company's health care
plans pursuant to the severance benefit provisions of Part Two of this letter
agreement.
Involuntary Termination means (i) the involuntary termination of your
employment with the Company other than a Termination for Cause or (ii) your
voluntary resignation within one hundred eighty days (180) days (A) following
both (x) a material reduction in your duties and responsibilities or the level
of management to which you report in the acquiror (for example if the Employee
was the CFO of the Company previously reported to the CEO of the Company and now
reports to the CFO of the acquiror, the employee would have experienced a
reduction in level of management to which he reports; also if the employee was a
Section 16 reporting officer of the Company and is not deemed to be a Section 16
reporting officer of the acquiror, a material reduction will have been deemed to
have taken place) AND (y) a 120 day period following the change of control, (B)
following a reduction in your level of compensation (including Base Salary,
fringe benefits and target bonus under any corporate-performance based bonus or
incentive programs) by more than fifteen percent (15%) or (C) following a
relocation of your principal place of employment by more than fifty (50) miles.
An Involuntary Termination will not be deemed to occur in the event
your employment terminates by reason of your death or Disability or a
Termination for Cause.
Option means any outstanding option you hold under the Plan at the
time of the Change in Control or upon your subsequent Involuntary Termination.
Your Options will be divided into two (2) separate categories as follows:
Acquisition-Accelerated Options: any outstanding Option (or
-------------------------------
installment thereof) which automatically accelerates, pursuant to the
acceleration provisions of the agreement evidencing that Option, upon a
Change in Control.
Severance-Accelerated Options: any outstanding Option (or
-----------------------------
installment thereof) which, pursuant to Part Two of this letter agreement,
accelerates upon an Involuntary Termination.
Option Parachute Payment means, with respect to any Acquisition-
Accelerated Option or any Severance-Accelerated Option, the portion of that
Option deemed to be a
<PAGE>
Page 4
parachute payment under Code Section 280G and the Treasury Regulations issued
thereunder. The portion of such Option which is categorized as an Option
Parachute Payment will be calculated in accordance with the valuation provisions
established under Code Section 280G and the applicable Treasury Regulations and
will include an appropriate dollar adjustment to reflect the lapse of your
obligation to remain in the Company's employ as a condition to the vesting of
the accelerated installment. In no event, however, will the Option Parachute
Payment attributable to any Acquisition-Accelerated Option or Severance-
Accelerated Option (or accelerated installment) exceed the spread (the excess of
the Fair Market Value of the accelerated option shares over the option exercise
price payable for those shares) existing at the time of acceleration.
Other Parachute Payment means any payment in the nature of
compensation (other than the benefits to which you become entitled under Part
Two of this letter agreement) which are made to you in connection with the
Change in Control and which accordingly qualify as parachute payments within the
meaning of Code Section 280G(b)(2) and the Treasury Regulations issued
thereunder. Your Other Parachute Payment will include (without limitation) the
Present Value, measured as of the Change in Control, of the aggregate Option
Parachute Payment attributable to your Acquisition-Accelerated Options (if any).
Parachute Payment means any payment or benefit provided you under Part
Two of this letter agreement (other than the Option Parachute Payment
attributable to your Severance-Accelerated Options) which is deemed to
constitute a parachute payment within the meaning of Code Section 280G(b)(2) and
the Treasury Regulations issued thereunder.
Plan means (i) the Company's 1999 Stock Incentive Plan, as amended or
restated from time to time, (ii) the Company's 2000 Supplemental Stock Option
Plan and (iii) any successor stock incentive plan subsequently implemented by
the Company.
Present Value means the value, determined as of the date of the Change
in Control, of any payment in the nature of compensation to which you become
entitled in connection with the Change in Control or your subsequent Involuntary
Termination, including (without limitation) the Option Parachute Payment
attributable to your Severance-Acceleration Options, the additional benefits to
which you become entitled under Part Two of this letter agreement and the Option
Parachute Payment attributable to your Acquisition-Accelerated Options. The
Present Value of each such payment will be determined in accordance with the
provisions of Code Section 280G(d)(4), utilizing a discount rate equal to one
hundred twenty percent (120%) of the applicable Federal rate in effect at the
time of such determination, compounded semi-annually to the effective date of
the Change in Control.
Target Bonus means the target bonus (as a percentage of base salary)
in effect for you under the Company's annual cash incentive bonus program
immediately prior to the
<PAGE>
Page 5
Change in Control or (if greater) the target bonus in effect for you at the time
of your Involuntary Termination.
<PAGE>
Page 6
Termination for Cause means the Company's termination of your
employment for any of the following reasons: (i) your commission of any act of
fraud, embezzlement or dishonesty, (ii) your unauthorized use or disclosure of
any confidential information or trade secrets of the Company, (iii) any
intentional misconduct by you which has a materially adverse effect upon the
Company's business or reputation, (iv) your continued failure to perform the
major duties, functions and responsibilities of your position after written
notice from the Company identifying the deficiencies in your performance and a
reasonable cure period of not less than thirty (30) days or (v) a material
breach of your fiduciary duties as an officer of the Company.
PART TWO -- CHANGE IN CONTROL BENEFITS
Should your employment with the Company terminate by reason of an
Involuntary Termination within twelve (12) months after a Change in Control,
then you will become entitled to receive the severance benefits provided under
this Part Two, provided you execute and deliver to the Company, at the time of
such Involuntary Termination, a General Release in substantially the form of
attached Exhibit A. However, your benefits under this Part Two will in all
events be subject to the benefit limitations of Part Three and the restrictive
covenants of Part Four of this letter agreement and will be in lieu of all other
severance benefits to which you might otherwise be entitled upon such
termination of your employment.
1. Accelerated Vesting.
--------------------
Each outstanding Option which you hold at the time of your Involuntary
Termination, to the extent not otherwise exercisable for all the shares of
Common Stock subject to that Option, will immediately vest and become
exercisable for all those option shares and may be exercised for any or all of
those shares as fully vested shares. Each such accelerated Option granted prior
to the date of this letter agreement will remain exercisable until the earlier
-------
of (i) the expiration of the option term or (ii) the end of the three (3)-month
period following the date of your Involuntary Termination, and each such
accelerated Option granted after the date of this letter agreement will remain
exercisable until the earlier of (x) the expiration of the option term or (y)
-------
the end of the twelve (12)-month period following the date of your Involuntary
Termination. Any Options not exercised prior to the expiration of the
applicable post-service exercise period will lapse and cease to remain
exercisable.
2. Severance Payment.
------------------
You will receive severance payments from the Company for a period of
three (3) years following your Involuntary Termination in an aggregate amount
equal to three (3) times the sum of your annual rate of Base Salary and Target
Bonus. The salary continuation/target bonus payments shall be paid to you in
equal installments over the three (3) year period following your
<PAGE>
Page 7
Involuntary Termination in accordance with the Company's normal payroll
practices and subject to all applicable withholding taxes. The payments will
immediately terminate in the event you fail to abide by the restrictive
covenants set forth in Part Four of this letter agreement.
3. Health Care Coverage.
---------------------
The Company will, at its expense, provide you and your eligible
dependents with continued health care coverage under the Company's
medical/dental plan until the earlier of (i) the expiration of the eighteen
-------
(18)-month period measured from the first day of the first month following the
effective date of your Involuntary Termination or (ii) the first date that you
are covered under another employer's health benefit program which provides
substantially the same level of benefits without exclusion for pre-existing
medical conditions. Such Health Care Coverage will be in lieu of any other
continued health care coverage to which you or your dependents would otherwise
be entitled at your own cost under Code Section 4980B by reason of your
termination of employment.
PART THREE -- LIMITATION ON BENEFITS
1. Benefit Limit.
--------------
The aggregate Present Value (measured as of the Change in Control) of
the benefits to which you become entitled under Part Two at the time of your
Involuntary Termination, namely, the salary continuation/target bonus payments,
the Option Parachute Payment attributable to your Severance-Accelerated Options
and your Health-Care Coverage, will in no event exceed in amount the greater of
-------
the following dollar amounts (the "Benefit Limit"):
(a) 2.99 times your Average Compensation, less the Present Value
(measured as of the Change in Control) of all Other Parachute Payments to
which you are entitled, or
(b) the amount which yields you the greatest after-tax amount of
benefits under Part Two of this letter agreement after taking into account
any excise tax imposed under Code Section 4999 on the payments and benefits
which are provided you under Part Two or which constitute Other Parachute
Payments.
The Option Parachute Payment attributable to the accelerated vesting
of your Acquisition-Accelerated Options at the time of the Change in Control
shall also be subject to the Benefit Limit.
<PAGE>
Page 8
For purposes of applying the Benefit Limit to your benefits under Part
Two, the value of your non-competition covenant under Part Four of this letter
agreement shall be determined through independent appraisal by a nationally-
recognized independent accounting firm acceptable to both you and the Company
and obtained solely at the Company's cost, and a portion of your Part Two
benefits shall, to the extent of such appraised value, be specifically allocated
as reasonable compensation for your non-competition covenant.
2. Resolution Procedure.
---------------------
In the event there is any disagreement between you and the Company as
to whether one or more payments to which you become entitled in connection with
either the Change in Control or your subsequent Involuntary Termination
constitute Parachute Payments, Option Parachute Payments or Other Parachute
Payments or as to the determination of the Present Value of any of those
payments, such dispute will be resolved as follows:
(i) In the event temporary, proposed or final Treasury
Regulations in effect at the time under Code Section 280G (or
applicable judicial decisions) specifically address the status of any
such payment or the method of valuation therefor, the characterization
afforded to such payment by the Regulations (or such decisions) will,
together with the applicable valuation methodology, be controlling.
(ii) In the event Treasury Regulations (or applicable judicial
decisions) do not address the status of any payment in dispute, the
matter will be submitted for resolution to independent tax counsel
mutually acceptable to you and the Company ("Independent Counsel").
The resolution reached by Independent Counsel will be final and
controlling; provided, however, that if in the judgment of Independent
--------
Counsel the status of the payment in dispute can be resolved through
the obtainment of a private letter ruling from the Internal Revenue
Service, a formal and proper request for such ruling will be prepared
and submitted by Independent Counsel, and the determination made by
the Internal Revenue Service in the issued ruling will be controlling.
All expenses incurred in connection with the retention of Independent
Counsel and (if applicable) the preparation and submission of the
ruling request will be shared equally by you and the Company.
(iii) In the event Treasury Regulations (or applicable judicial
decisions) do not address the appropriate valuation methodology for
any payment in dispute, the Present Value thereof will, at the
Independent
<PAGE>
Page 9
Counsel's election, be determined through an independent third-party
appraisal, and the expenses incurred in obtaining such appraisal will
be shared equally by you and the Company.
3. Status of Benefits.
-------------------
A. No benefits shall be provided you under Part Two of this letter
agreement (including the accelerated vesting of your outstanding Options, the
salary continuation/target bonus payments and the Company-paid Health Care
Coverage) until the Present Value of the Option Parachute Payment attributable
to both your Severance-Accelerated Options and your Acquisition-Accelerated
Options has been determined and the status of any payments in dispute under
Paragraph 5 above has been resolved in accordance therewith. The post-service
exercise period in effect for your Options shall be stayed and shall not run
until the resolution process hereunder is completed.
B. Once the requisite determinations under Paragraph 5 have been
made, then to the extent the aggregate Present Value, measured as of the Change
in Control, of (i) the Option Parachute Payment attributable to your Severance-
Accelerated Options (or installments thereof) plus (ii) the Parachute Payment
attributable to your other benefit entitlements under Part Two of this letter
agreement would, when added to the Present Value of all your Other Parachute
Payments (including the Option Parachute Payment attributable to your
Acquisition-Accelerated Options), exceed the Benefit Limit, first your salary
continuation/target bonus payments will be reduced and then the period of your
Company-paid Health Care Coverage will be shortened, to the extent necessary to
assure that such Benefit Limit is not exceeded. To the extent such Benefit
Limit is still exceeded following such reductions, then the number of shares for
which your Options are to vest on an accelerated basis pursuant to Part Two
(based on the amount of the Option Parachute Payment attributable to each
Option) shall be reduced to the extent necessary to eliminate such excess.
PART FOUR -- SPECIAL RESTRICTIVE COVENANTS
1. Cessation of Benefits.
----------------------
Your entitlement to your salary continuation/target bonus payments and
Company-paid Health Care Coverage under this letter agreement will immediately
cease, should you:
(a) render, anywhere in the United States, any services or
provide any advice or assistance to any Competing Business, whether as an
employee, consultant, partner, principal, agent, representative, equity
holder or in any other capacity, without the express prior written consent
of the Company.
<PAGE>
Page 10
However, nothing in Part Four, subpart 1(a) will limit your making any
passive investment representing an interest of less than two percent (2%)
of an outstanding class of publicly-traded securities of any corporation or
other enterprise;
(b) solicit customers, clients, suppliers, agents or other
persons or entities under contract or otherwise associated or doing
business with the Company and/or its controlled affiliates to reduce or
alter any such association or business with the Company and/or its
controlled affiliates on behalf of any Competing Business; and/or
(c) solicit any employee or contractor of the Company and/or its
controlled affiliates to (i) alter or reduce such relationship with the
Company, and/or (ii) accept employment, or enter into any consulting
arrangement, with any person other than Company and/or its controlled
affiliates.
A Competing Business shall mean the ten companies designated by the
Company on the list attached hereto as Exhibit B. The Company may revise
Exhibit B at any time by adding names to, or subtracting names from, such list;
provided, however, that the Company must comply with the following requirements
--------
in making any changes to Exhibit B: 1) absent your express written consent, any
such change to Exhibit B must be made at least ninety days before termination of
your employment for any reason; 2) any change must be made in writing and either
personally delivered to you or sent to your last known address by certified mail
return receipt requested; and 3) the Company can never include more than ten
company names on Exhibit B. (Thus, if Exhibit B contains ten company names and
the Company adds one or more company names to Exhibit B, then it must delete a
like number. If the Company publishes a version of Exhibit B with more than ten
names, then such list will not be binding and the last version of Exhibit B with
ten Company names will be binding.);
(a) provided, however, that such restriction will not apply to
--------
any passive investment representing an interest of less than two percent
(2%) of an outstanding class of publicly-traded securities of any
corporation or other enterprise; The Board may amend the list of
competitive entities once per year to update the list to include
enterprises which are engaged in substantial business activities directly
competitive with or similar to those in which the Company is engaged at the
time of your Involuntary Termination or to which the Company has, prior to
your Involuntary Termination, devoted substantial resources in connection
with the proposed expansion of its then current business operations.
(b) encourage or solicit any of the Company's employees to leave
the Company's employ for any reason or interfere in any other manner with
<PAGE>
Page 11
employment relationships at the time existing between the Company and its
employees; or
(c) induce any of the Company's clients, customers, suppliers,
vendors, distributors, licensors or licensees to terminate their existing
business relationships with the Company or interfere in any other manner
with any existing business relationship between the Company and any client,
customer, supplier, vendor, distributor, licensor, licensee or other third
party.
PART FIVE -- MISCELLANEOUS
1. Amendment and Termination.
--------------------------
This letter agreement may only be amended by written instrument signed
by you and an authorized officer of the Company. This letter agreement shall
remain in effect through December 31, 2001 or any earlier termination of your
employment with the Company. Provided you continue in the Company's employ,
this letter agreement shall automatically be renewed for successive one (1)-year
terms, beginning January 1, 2002, unless the Company provides you with written
notice of termination of this letter agreement at least thirty (30) days prior
to the start of any such one (1)-year renewal period. Once a Change in Control
occurs, this letter agreement may not be terminated at any time prior to the
expiration of the twelve (12)-month period following the effective date of that
Change of Control, and no subsequent termination of this letter agreement shall
adversely affect your right to receive any benefits to which you may have
previously become entitled hereunder in connection with your Involuntary
Termination following that Change in Control.
<PAGE>
Page 12
2. Termination for Cause.
----------------------
Should your employment cease by reason of a Termination for Cause or
should you voluntarily resign under circumstances which would otherwise
constitute grounds for a Termination for Cause, then the Company will only be
required to pay you (i) any unpaid compensation earned for services previously
rendered through the date of such termination and (ii) any accrued but unpaid
vacation benefits or sick days, and no benefits will be payable to you under
Part Two of this letter agreement.
3. Death.
------
Should you die before receipt of one or more salary
continuation/target bonus payments to which you become entitled under this
letter agreement, then those payments will be made to the executors or
administrators of your estate. Should you die before you exercise all your
outstanding Options as accelerated hereunder, then such Options may be
exercised, within twelve (12) months after your death, by the executors or
administrators of your estate or by persons to whom the Options are transferred
pursuant to your will or in accordance with the laws of inheritance. In no
event, however, may any such Option be exercised after the specified expiration
date of the option term.
4. Indemnification.
----------------
The indemnification provisions for Officers and Directors under the
Company By-Laws will (to the maximum extent permitted by law) be extended to
you, during the period following your Involuntary Termination, with respect to
any and all matters, events or transactions occurring or effected during your
period of employment with the Company.
5. Miscellaneous.
--------------
This letter agreement will be binding upon the Company, its successors
and assigns (including, without limitation, the surviving entity in any Change
in Control) and is to be construed and interpreted under the laws of the State
of California. This letter agreement supersedes all prior agreements between
you and the Company relating to the subject of severance benefits payable upon a
change in control or ownership of the Company, and you will not be entitled to
any other severance benefits upon such a termination other than those that are
provided in this letter agreement. If any provision of this letter agreement as
applied to you or the Company or to any circumstance should be adjudged by a
court of competent jurisdiction to be void or unenforceable for any reason, the
invalidity of that provision will in no way affect (to the maximum extent
permissible by law) the application of such provision under circumstances
different from those adjudicated by the court, the application of any other
provision of this letter
<PAGE>
Page 13
agreement, or the enforceability or invalidity of this letter agreement as a
whole. Should any provision of this letter agreement become or be deemed
invalid, illegal or unenforceable in any jurisdiction by reason of the scope,
extent or duration of its coverage, then such provision will be deemed amended
to the extent necessary to conform to applicable law so as to be valid and
enforceable or, if such provision cannot be so amended without materially
altering the intention of the parties, then such provision will be stricken and
the remainder of this letter agreement will continue in full force and effect.
6. General Creditor Status.
------------------------
All cash payments to which you become entitled hereunder will be paid,
when due, from the general assets of the Company, and no trust fund, escrow
arrangement or other segregated account will be established as a funding vehicle
for such payment. Accordingly, your right (or the right of the personal
representatives or beneficiaries of your estate) to receive such cash payments
hereunder will at all times be that of a general creditor of the Company and
will have no priority over the claims of other general creditors.
7. At Will Employment.
-------------------
Nothing in this letter agreement is intended to provide you with any
right to continue in the employ of the Company (or any subsidiary) for any
period of specific duration or interfere with or otherwise restrict in any way
your rights or the rights of the Company (or any subsidiary), which rights are
hereby expressly reserved by each, to terminate your employment at any time and
for any reason.
Please indicate your agreement with the foregoing terms and conditions
of your change in control severance package by signing the Acceptance section of
the enclosed copy of this letter and returning it to the Company.
Very truly yours,
PORTAL SOFTWARE, INC.
By:
---------------------------------------
Title:
---------------------------------------
<PAGE>
Page 14
ACCEPTANCE
I hereby agree to all the terms and provisions of the foregoing letter
agreement governing the special benefits to which I may become entitled in the
event my employment should terminate under certain prescribed circumstances
following a substantial change in control or ownership of the Company.
Signature:
------------------------------
Dated:
------------------------------
<PAGE>
EXHIBIT A
GENERAL RELEASE
---------------
<PAGE>
RELEASE AND WAIVER OF CLAIMS
----------------------------
In consideration of the severance payments and other benefits to which
I have become entitled, pursuant to that certain letter agreement between Portal
Software, Inc., a Delaware corporation (the "Company"), and myself dated
___________, 2000 (the "Severance Agreement"), in connection with the
termination of my employment on this date, I, _______________________, hereby
furnish the Company with the following release and waiver ("Release and
Waiver").
I hereby release and forever discharge the Company, its officers,
directors, agents, employees, stockholders, successors, assigns and affiliates
from any and all claims, liabilities, demands, causes of action, costs,
expenses, attorney fees, damages, indemnities and obligations of every kind and
nature, in law, equity or otherwise, known and unknown, suspected and
unsuspected, disclosed and undisclosed, arising from or relating to my
employment with the Company and the termination of that employment, including
(without limitation) claims of wrongful discharge, emotional distress,
defamation, fraud, breach of contract, breach of the covenant of good faith and
fair dealing, discrimination claims based on sex, age, race, national origin,
disability or any other basis under Title VII of the Civil Rights Act of 1964,
as amended, the California Fair Employment and Housing Act, the Federal Age
Discrimination in Employment Act of 1967, as amended ("ADEA"), the Americans
with Disability Act, contract claims, tort claims, and wage or benefit claims,
including but not limited to, claims for salary, bonuses, commissions, stock
grants, stock options, vacation pay, fringe benefits, severance pay or any other
form of compensation (other than the payments and benefits to which I am
entitled under the Severance Agreement).
In releasing claims unknown to me at present, I am waiving all rights
and benefits under Section 1542 of the California Civil Code, and any law or
legal principle of similar effect in any jurisdiction: "A general release does
not extend to claims which the creditor 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."
This Release and Waiver does not pertain to any claims which may
subsequently arise in connection with the Company's default in any of its
payment obligations under the Severance Agreement.
I acknowledge that, among other rights subject to his Release and
Waiver, I am hereby waiving and releasing any rights I may have under ADEA, that
this release and waiver is knowing and voluntary, and that the consideration
given for this release and waiver is in addition to anything of value to which I
was already entitled as an executive of the Company. I further acknowledge that
I have been advised, as required by the Older Workers Benefit Protection Act,
that: (a) the release and waiver granted herein does not relate to claims which
may arise after this release and waiver is executed; (b) I have the right to
consult with an attorney prior to executing this release and waiver (although I
may choose voluntarily not to do so); and if I am
<PAGE>
Page 3
over 40 years old upon execution of this (c) I have twenty-one (21) days from
the date of termination of my employment with the Company in which to consider
this release and waiver (although I may choose voluntarily to execute this
release and waiver earlier); (d) I have seven (7) days following the execution
of this release and waiver to revoke my consent to this release and waiver; and
(e) this release and waiver shall not be effective until the seven (7)-day
revocation period has expired.
Date:
--------------------- -------------------------------------
EXECUTIVE
<PAGE>
Page 4
EXHIBIT B
Amdocs, Geneva, Daleen, Belle, Convergys, AsiaInfo, and the customer
management and billing operations of Lucent;