General Counsel Employment Agreement

Exhibit 10.52


January 19, 1998


Gary Lloyd 99 Lyford Drive, No. 45 Tiburon, California 94920


Dear Gary:


We are very pleased that you are considering joining us at Informix Software, Inc. (Company). The purpose of this letter is to set forth our offer of employment. We propose that you begin employment with Informix Software, Inc. in the capacity of Vice President and General Counsel in our Menlo Park office, reporting to Bob Finocchio, Chairman, President and Chief Executive Officer.


Your salary, computed on an annual basis beginning on the date you become an employee of the Company, will be $200,000 per year and shall be paid in equal semi-monthly installments.


You will also participate in the Executive Incentive Compensation Plan in 1998 at a rate of 35%. Plan details will be provided under separate cover.


It will be recommended to the Board of Directors that you receive a non-qualified stock option under the Informix Corporation Employee Stock Option Plan to acquire 150,000 shares of the common stock of Informix Corporation on terms and conditions to be determined solely by the Board of Directors at the time of the grant, but subject to the change of control provision that has been given to recently hired officers. You, of course, will be under no obligation to exercise any stock options which may be granted to you.


This offer of employment is contingent upon the following:


- - Your signing of the Company's Employee Agreement for Nondisclosure of Confidential Information, in the form attached.


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