Vice President, Engineering Employment & Severance Agreement

CYBERMEDIA, INC.



SEVERANCE AGREEMENT



This Severance Agreement (the "Agreement") is made and entered into effective as of April 14, 1996 (the "Effective Date"), by and between Brad Kingsbury (the "Employee") and CyberMedia, Inc., a California corporation (the "Company").



R E C I T A L S



A. It is expected that the Company from time to time will consider the possibility of an acquisition by another company or other change of control. The Board of Directors of the Company (the "Board") recognizes that such consideration can be a distraction to the Employee and can cause the Employee to consider alternative employment opportunities.



B. The Board believes that it is in the best interests of the Company and its shareholders to provide the Employee with an incentive to continue his employment and to maximize the value of the Company upon a Change of Control for the benefit of its shareholders.



C. The Board believes that it is imperative to provide the Employee with certain severance benefits upon the Employee's termination of employment following a Change of Control and thereby provide the Employee with enhanced financial security and sufficient encouragement to remain with the Company notwithstanding the possibility of a Change of Control.



D. Certain capitalized terms used in the Agreement are defined in Section 7 below.





In consideration of the mutual covenants herein contained, and in consideration of the continuing employment of Employee by the Company, the parties agree as follows:



1. Duties and Scope of Employment.



(a) Position. The Company shall employ the Employee in the position of Vice President, Engineering with such duties, responsibilities and compensation as in effect as of the Effective Date; provided, however, that the Board shall have the right, prior to the occurrence of a Change of Control, to revise such responsibilities and compensation from time to time as the Board may deem necessary or appropriate.



(b) Obligations. The Employee shall devote his full business efforts and time to the Company and its subsidiaries. The foregoing, however, shall not preclude the Employee from engaging in such activities and services as do not interfere or conflict with his responsibilities to the Company.









2. At-Will Employment. The Company and the Employee acknowledge that the Employee's employment is and shall continue to be at-will, as defined under applicable law. If the Employee's employment terminates for any reason, the Employee shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided by this Agreement, or as may otherwise be available in accordance with the Company's established employee plans and practices or other agreements with the Company at the time of termination. This Agreement shall remain in effect for forty-eight (48) months from the Effective Date (unless extended for an additional period or periods by the Company and the Employee by mutual written agreement), provided that, in the event of a Change of Control of the Company prior to such termination, the term of this Agreement shall be extended so as to remain in effect for six months after such Change of Control, subject in either case to earlier termination as of the date that all obligations of the parties hereunder have been satisfied. A termination of this Agreement pursuant to the preceding sentence shall be effective for all purposes, except that such termination shall not affect the payment or provision of compensation or benefits on account of a termination of employment occurring prior to the termination of this Agreement.



3. Compensation and Benefits.



(a) Base Compensation. The Company shall pay the Employee as compensation for services a base salary at the annualized rate agreed upon by the Company and the Employee as of the Effective Date in effect at the time of the Change of Control (as defined herein). Such salary shall be reviewed at least annually and shall be increased from time to time subject to accomplishment of such performance and contribution goals and objectives as may be established from time to time by the Board of Directors. Such salary shall be paid periodically in accordance with normal Company payroll practices. The annual compensation specified in this Section 3(a), together with any increases in such compensation that the Board may grant from time to time, is referred to in this Agreement as "Base Compensation."



(b) Bonus. If a Bonus is adopted by the Board, beginning with the Company's next fiscal year and for each fiscal year thereafter during the term of this Agreement, the Employee shall be eligible to receive an annual bonus (the "Bonus") based upon targets approved prior to the beginning of each fiscal year by the Board (the "Target Bonus"). The Bonus payable hereunder shall be paid in accordance with the Company's normal practices and policies.



(c) Employee Benefits. The Employee shall be eligible to participate in the employee benefit plans and executive compensation programs maintained by the Company applicable to other key executives of the Company, including (without limitation) retirement plans, savings or profit-sharing plans, deferred compensation plans, supplemental retirement or excess-benefit plans, stock option, incentive or other bonus plans, life, disability, health, accident and other insurance programs, paid vacations, and similar plans or programs, subject in each case to the generally applicable terms and conditions of the plan or program in question and to the determination of any committee administering such plan or program.













4. Severance Benefits.



(a) Termination Following A Change of Control. If the Employee's employment with the Company terminates at any time within six months (6) months after a Change of Control, then, subject to Section 5, the Employee shall be entitled to receive severance benefits as follows:



(i) Involuntary Termination. If the Employee's employment terminates as a result of Involuntary Termination other than for Cause, the Employee shall be entitled to receive a continuation of the Employee's Base Compensation in effect at the time of such termination for a period equal to six (6) months. In addition, the Employee shall be entitled to a payment of a pro-rata portion of the Target Bonus for the year in which the termination occurs determined by multiplying 100% of such Target Bonus by a fraction, the numerator of which shall be the number of days in which the Employee was employed by the Company in the fiscal year in which such termination occurs, and the denominator of which shall be the number of days in such fiscal year. Such payment shall be made in a lump sum within ten (10) business days after the Termination Date.



(ii) Voluntary Resignation; Termination For Cause. If the Employee's employment terminates by reason of the Employee's voluntary resignation (and is not an Involuntary Termination), or if the Employee is terminated for Cause, then the Employee shall not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company's then existing severance and benefits plans and policies at the time of such termination.



(iii) Disability; Death. If the Company terminates the Employee's employment as a result of the Employee's Disability, or such Employee's employment is terminated due to the death of the Employee, then the Employee shall not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company's then existing severance and benefits plans and policies at the time of such Disability or death.



(b) Benefits. In the event the Employee is entitled to severance benefits pursuant to subsection 4(a)(i), then in addition to such severance benefits, the Employee shall receive 100% Company-paid health, dental and life insurance coverage as provided to such employee immediately prior to the Employee's termination (the "Company-Paid Coverage"). If such coverage includes the Employee's dependents immediately prior to the Employee's termination, such dependents shall also be covered at Company expense. Company-Paid Coverage shall continue for the lesser of six (6) months following such termination, or until the Employee becomes covered under another employer's group health, dental or life insurance plan, as applicable. In addition, without regard to the reason for termination of the Employee's employment: (i) the Company shall pay the Employee any unpaid base salary due for periods prior to the Termination Date; (ii) the Company shall pay the Employee all of the Employee's accrue ...