General Counsel Employment Agreement

EMPLOYMENT AGREEMENT


THIS AGREEMENT is entered into on January 22, 2001, by and between RUSS WAYMAN (the "Employee"), an individual residing at the address set forth on the signature page hereof, and HYPERION SOLUTIONS CORPORATION, a Delaware corporation (the "Company").


1. DUTIES AND SCOPE OF EMPLOYMENT.


(a) POSITION. For the term of his employment under this Agreement ("Employment"), the Company agrees to employ the Employee in the position of Vice President, General Counsel or in such other position as the Company subsequently may assign to the Employee. The Employee shall report to the Company's Chief Executive Officer or to such other person as the Company subsequently may determine.


(b) OBLIGATIONS TO THE COMPANY. During the term of his Employment, the Employee shall devote his full business efforts and time to the Company. During the term of his Employment, without the prior written approval of the Company (which shall not be unreasonably withheld), the Employee shall not render services in any capacity to any other person or entity and shall not act as a sole proprietor, partner or managing member of any other person or entity or as a shareholder owning more than one percent of the stock of any other corporation. The foregoing, however, shall not preclude the Employee from engaging in reasonable community, school or charitable activities. The Employee shall comply with the Company's policies and rules, as they may be in effect from time to time during the term of his Employment.


(c) NO CONFLICTING OBLIGATIONS. The Employee represents and warrants to the Company that he is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with his obligations under this Agreement. The Employee represents and warrants that he will not use or disclose, in connection with his employment by the Company, any trade secrets or other proprietary information or intellectual property in which he or any other person has any right, title or interest and that his employment by the Company as contemplated by this Agreement will not infringe or violate the rights of any other person. The Employee represents and warrants to the Company that he has returned all property and confidential information belonging to any prior employer.


2. CASH AND INCENTIVE COMPENSATION.


(a) SALARY. The Company shall pay the Employee as compensation for his services a base salary at a gross annual rate of not less than $212,000. Such salary shall be payable in accordance with the Company's standard payroll procedures. (The annual compensation specified in this Subsection (a), together with any increases in such compensation that the Company may grant from time to time, is referred to in this Agreement as "Base Compensation."). 2
(b) INCENTIVE BONUSES. The Employee shall be eligible to be considered for an annual incentive bonus with a target amount equal to 50% of his Base Compensation. Such bonus (if any) shall be awarded based on objective or subjective criteria established in advance by the Company's Board of Directors (the "Board") or its Compensation Committee. The determinations of the Board or such Committee with respect to such bonus shall be final and binding.


3. EMPLOYEE BENEFITS. During the term of his Employment, the Employee shall be eligible to participate in any employee benefit plans maintained by the Company for similarly situated employees, subject in each case to the generally applicable terms and conditions of the plan in question and to the determinations of any person or committee administering such plan.


In addition to providing the foregoing benefits to Employee, the Company shall:


(i) reimburse the Employee for the reasonable and customary cost
of an annual physical examination.


(ii) provide to the Employee certain income tax services.
PricewaterhouseCoopers will prepare and sign the Employee's individual
income tax returns and provide the Employee with estimated tax
calculations. In addition, the tax professionals at
PricewaterhouseCoopers will provide the Employee with income tax
projections to help Employee develop his or her personal financial goals
and strategies, including planning for the exercise and/or sale of
option stock.


4. BUSINESS EXPENSES. During the term of his Employment, the Employee shall be authorized to incur necessary and reasonable travel, entertainment and other business expenses in connection with his duties hereunder. The Company shall reimburse the Employee for such expenses upon presentation of an itemized account and appropriate supporting documentation, all in accordance with the Company's generally applicable policies. Any single expenditure in excess of $10,000 shall require the prior approval of the Company's Chief Executive Officer, President or Chief Financial Officer.


5. TERM OF EMPLOYMENT.


(a) BASIC RULE. The Company agrees to continue the Employee's Employment, and the Employee agrees to remain in Employment with the Company, from the Effective Time until the earlier of:


(i) The close of the applicable Initial Term or Renewal Period,
as determined under Subsection (b) below; or


(ii) The date when the Employee's Employment terminates pursuant
to Subsection (c) below.


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(b) INITIAL TERM AND RENEWAL PERIODS. The initial term of this Agreement shall end on January 31, 2003 (the "Initial Term"). Thereafter this Agreement shall automatically be renewed for successive 12-month periods (the "Renewal Periods"), unless either party has given the other party written notice of non-renewal not less than 90 days prior to the close of the Initial Term or Renewal Period then in effect.


(c) EARLY TERMINATION. The Employee may terminate his Employment at any time and for any reason (or no reason) by giving the Company 30 days' advance notice in writing. The Company may terminate the Employee's Employment at any time and for any reason (or no reason), and with or without Cause, by giving the Employee 30 days' advance notice in writing. The Company may also terminate the Employee's active Employment due to Permanent Disability by giving the Employee notice in writing. For all purposes under this Agreement, "Permanent Disability" shall mean that the Employee, at the time notice is given, has failed to perform his duties under this Agreement for 60 or more consecutive days or for 90 or more days during any 12-month period as the result of his incapacity due to physical or mental injury, disability or illness and which the Company is unable to accommodate reasonably without undue hardship. The Employee's Employment shall terminate automatically in the event of his death.


(d) RIGHTS AND OBLIGATIONS UPON TERMINATION. Except as expressly provided in Section 6, upon the termination of the Employee's Employment pursuant to this Section 5, the Employee shall only be entitled to the compensation, benefits and reimbursements described in Sections 2, 3 and 4 for the period preceding the effective date of the termination. No incentive bonus under Section 2(b) shall be payable for the year in which the Employee's Employment terminates, unless the applicable bonus program expressly provides for the payment of a prorated bonus for such year. The payments under this Agreement shall fully discharge all responsibilities of the Company to the Employee. The termination of this Agreement shall not limit or otherwise affect the Employee's obligations under Section 7.


6. TERMINATION BENEFITS.


(a) GENERAL RELEASE. Any other provision of this Agreement notwithstanding, Subsections (b) and (c) below shall not apply unless the Employee has executed a general release (in a form prescribed by the Company) of all known and unknown claims that he may then have against the Company or persons affiliated with the Company. Such release shall include, among other things, an agreement not to prosecute any legal action or other proceeding based upon any of such claims. The Employee acknowledges that such release may provide that in the event of a breach by the Employee of the terms of the release or of Employee's obligations under Section 7 hereof, the Company shall be entitled to recover from the Employee all amounts paid under subsections (b) and (c) of this Section 6, as well as all litigation costs (including attorneys' fees and expenses) incurred by the Company in connection with such breach.


(b) SEVERANCE PAY. The Company shall pay the Employee his Base Compensation for a 12-month period following the effective date of the termination of his Employment (the "Continuation Period") if:


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(i) The Company terminates the Employee's Employment under
Section 5(c) for any reason other than Cause or Permanent Disability; or


(ii) The Company was subject to a Corporate Transaction/Change
in Control during the term of this Agreement and, within 12 months ...