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This is an actual contract by Datawatch.

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Sectors: Computer Software and Services
Governing Law: Massachusetts, View Massachusetts State Laws
Effective Date: July 25, 2011
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EXHIBIT 10.1none

July 25, 2011

Mr. Harvey C. Gross

3 Holbrook Lane

Westford, MA 01886

Dear Harvey:

The purpose of this letter is to memorialize the terms of your eligibility for severance with Datawatch Corporation (" the Company" ) in the event that you are involuntarily terminated by the Company without Cause (as defined in Paragraph 3) or if you terminate your employment for Good Reason (as defined in Paragraph 2).

1. As an at-will employee, either you or the Company may terminate your employment at any time for any or no reason with or without notice. Neither this letter nor its terms constitute a contract for continued employment or a contract for a specific term of employment. Instead, this letter sets forth the terms of our agreement with respect to your eligibility for severance.

2. In the event that you voluntarily terminate your employment with the Company at your own election and without Good Reason, you shall be entitled to no severance. For the purpose of this Agreement, " Good Reason" is defined as a material diminution in the nature or scope of your responsibilities, duties or authority; provided, however, that the transfer of certain job responsibilities, or the assignment to others of your duties and responsibilities while you are out of work due to a disability or on a leave of absence for any reason, shall not constitute a material diminution in the nature or scope of the your responsibilities, duties or authority as set forth in this Section.

3. In the event that the Company terminates your employment for " Cause," you shall be entitled to no severance. Termination by the Company shall constitute a termination for Cause under this Paragraph 3 if such termination is for one or more of the following reasons:

(a) the willful and continuing failure or refusal by you to render services to the Company in accordance with your obligations to the Company;

(b) gross negligence, dishonesty, breach of fiduciary duty or breach of the terms of any other agreements executed in connection herewith;

(c) the commission by you of an act of fraud, embezzlement or su
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