EXHIBIT 10.58
February 13, 2004
Dear Art,
On behalf of VERITAS Software Global Corporation, (VERITAS), I am pleased to offer you the position of Executive Vice President of World Wide Sales, reporting to me.
COMPENSATION AND BENEFITS
Cash Compensation
Your compensation will include an annual base salary of $600,000, paid semi-monthly. You will also be eligible to participate in the VERITAS Executive Officer Bonus Plan, with a target annual bonus of $400,000 (at plan), based on corporate revenue, profit, and strategic goal achievement. This bonus plan will be prorated in 2004 based on your actual start date and thereafter will be payable based on VERITAS' Executive Officer Bonus Plan for the corresponding year.
Stock Options
Subject to approval by the VERITAS Board of Directors, you will be granted an option to purchase 600,000 shares of VERITAS' common stock. The option exercise price will be the fair market value on the day that the option is approved by the Board. In accordance with the terms of the stock option plan, the shares become exercisable at the rate of 1/48th per month over the next 48 months of continuous employment with VERITAS. Upon your death, the option will vest and become exercisable with respect to 50% of the remaining unvested shares. Except as may be otherwise stated in this Agreement or in the VERITAS stock option plan, the vested portion of such options may be exercised at any time until the earlier of (i) 90 days after the termination of your employment or (ii) ten years after the grant of such options.
Subject to approval by the VERITAS Compensation Committee, you will be granted a total of 200,000 restricted stock units. The restricted stock units ("RSU's") will have a three-year cliff vest, subject to acceleration upon achievement of agreed upon quarterly revenue targets. Upon your death, 25% of
Arthur Matin
February 13, 2004
Page 2
the remaining unvested RSU's shall vest, irrespective of whether the above-described revenue targets were attained.
Sign-On Bonus
You will be paid a sign-on bonus of $200,000 within one (1) week of commencing employment with VERITAS and another $200,000 bonus paid after you have been employed with VERITAS for six (6) months. These bonus payments are subject to such payroll deductions and tax withholdings as are required by law.
Legal Expenses
You shall receive a one-time payment of $10,000 for any legal expenses you may incur in connection with commencing employment with VERITAS, subject to such payroll deductions and tax withholdings as are required by law.
Benefits
As a full-time employee, you will be covered under the company's medical, dental and life insurance programs as of the first day of your employment. You will also accrue not less than 15 days per year of paid vacation. We have put a great deal of emphasis on our benefits, and expect that they will continue to evolve as we grow and as the needs of our people and their families change. You can learn more about our benefits by visiting our external benefits site located at http//www.veritas.com/benefits/SecureBenefits.html.
Relocation Costs
Should you decide to relocate within 60 miles of VERITAS' Mountain View location as a result of your employment with VERITAS, VERITAS will provide you with $200,000 as partial payment of the purchase price of your new home and an additional $100,000 for your house-hunting and relocation expenses (including, without limitation, the sales commission and other customary costs associated with the sale of your current home, temporary living expenses, and customary closing costs associated with the purchase of a new home). These amounts shall be paid to you as they are incurred, subject to such payroll deductions and tax withholdings as are required by law. If you should voluntarily terminate your employment within 12 months of your relocation, you will be required to repay these amounts, net of taxes.
Arthur Matin
February 13, 2004
Page 3
SEVERANCE AND CHANGE OF CONTROL BENEFITS ELECTION
You may elect to receive severance and change of control benefits. This is a voluntary election; if you choose to receive these additional benefits, please sign where designated at the end of this document. The severance and change of control benefits are described below:
Severance Benefits
In the event your employment with VERITAS is terminated without Cause or you resign for Good Reason, VERITAS will provide you the following severance benefits, subject to the restrictive covenant described below: (i) a severance payment equal to one (1) year of your then current annual base salary excluding bonus or other performance based compensation payable over a one-year period in accordance with VERITAS' normal payroll practices, with such payroll deductions and withholdings as are required by law; (ii) one (1) year acceleration of your outstanding unvested restricted stock units and options to purchase VERITAS common stock; (iii) extension of the exercise period of your outstanding options for one (1) year from the date of termination and (iv) payment of COBRA premiums for one (1) year from the date of termination for the health coverage elected by you on the COBRA enrollment form and, to the extent permitted under the applicable group insurance plans, continuation of all other group insurance coverage for one (1) year from the date of termination.
"Cause" means (i) gross negligence or willful misconduct in the
performance of your duties to VERITAS (other than as a result of a
disability) that has resulted or is likely to result in material damage
to VERITAS; (ii) commission of any act of fraud with respect to
VERITAS; or (iii) conviction of a felony or a crime involving moral
turpitude. No act or failure to act by you shall be considered
"willful" if done or omitted by you in good faith with reasonable
belief that your action or omission was in the best interests of
VERITAS.
"Good Reason" means (i) that VERITAS requires that you relocate from
your current residence in Connecticut and you decline to relocate; (ii)
that VERITAS assigns you to a position below the level of Executive
Vice President; (iii) that VERITAS requires that you report to anyone
other than its Chief Executive Officer or Board of Directors; (iv) that
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