**EXHIBIT 10.2****EMPLOYMENT AGREEMENT**     This Employment Agreement (this “Agreement”) is entered into by and between KnovaSoftware, Inc., a Delaware corporation (“Knova” or the “Company”) and Thomas J. Muise (the“Executive”), on this 23rd day of June 2005 (the “Effective Date”).     1. Duties and Scope of Employment.          (a) Position. For the term of his employment under this Agreement, the Company agreesto employ Executive in the position of Chief Financial Officer reporting to the Chief ExecutiveOfficer.          (b) Obligations to the Company. During the term of his employment, Executive shalldevote his full business efforts and time to the Company; provided, however, that nothing hereinshall prohibit Executive from rendering charitable services of any nature to any person ororganization to the extent such services do not materially impact the ability of Executive tofulfill his obligations to the Company. Executive shall be permitted to serve as a member of theboard of directors of the companies listed on Exhibit A attached hereto, which list may besupplemented with additional board memberships at the Executive’s request and the prior writtenconsent of the Company’s Board of Directors (the “Board of Directors”). Executive shall complywith the Company’s policies and rules, as they may be in effect from time to time during the termof his employment.          (c) No Conflicting Obligations. Executive represents and warrants to the Company thathe is under no obligations or commitments, whether contractual or otherwise, that are inconsistentwith his obligations under this Agreement. Executive represents and warrants that he will not useor disclose, in connection with his employment by the Company, any trade secrets or otherproprietary information or intellectual property in which Executive or any other person has anyright, title or interest and that his employment by the Company as contemplated by this Agreementwill not infringe or violate the rights of any other person or entity. Executive represents andwarrants to the Company that he has returned*,*to his knowledge*,*all property and confidentialinformation belonging to any prior employers.          (d) Effective Date. Executive shall commence full-time Employment under the terms ofthis Agreement on the Effective Date.     2. Cash and Incentive Compensation.          (a) Salary. The Company shall pay Executive as compensation for his services a basesalary at a gross monthly rate of $14,583.33 (an annualized base salary of $175,000.00), payable inaccordance with the Company’s standard payroll schedule. The Compensation Committee of the Boardof Directors shall review Executive’s Base Compensation on at least an annual basis. Thecompensation specified in this Section 2(a), together with any increases in such compensation thatthe Company may grant from time to time, is referred to in this Agreement as “Base Compensation.”
 

 
          (b) Annual Bonus. For each fiscal year during his employment, Executive shall havethe opportunity to earn an annual performance bonus based on reasonable criteria set forth in anincentive bonus plan established by the Compensation Committee of the Board of Directors and theChief Executive Officer of the Company (“CEO”) after consultation with Executive (the “AnnualBonus”). Upon full attainment of the performance criteria established by the CompensationCommittee, the Annual Bonus will be equal to $52,500, but for less than full achievement of suchperformance criteria, the Annual Bonus shall be a lesser amount in accordance with a specificformula determined by the CEO after consultation with Executive. Except as otherwise provided inthis Agreement, Executive’s receipt of the Annual Bonus shall be contingent upon Executive’scontinued employment through the end of the bonus period with respect to which it is payable;provided, Executive shall have the right to any pro rata portion of the Annual Bonus in the eventhis employment terminates prior to the end of such bonus period. The Annual Bonus shall bedetermined in good faith by the Company as soon as practicable after the end of each bonus periodwith respect to which it is payable. The determinations of the Company with respect to the AnnualBonus shall be final and binding on Executive. The Company’s incentive bonus plan will be reviewedperiodically by the CEO and Compensation Committee of the Board of Directors.     3. Executive Benefits. During the term of his employment, Executive shall be eligibleto participate in any employee benefit plans maintained by the Company for similarly situatedemployees, subject in each case to the generally applicable terms and conditions of the plan inquestion and to the determinations of any person or committee administering such plan.     4. Paid Time Off. During the term of his employment, Executive shall be eligible forthree (3) weeks of paid time off per year in accordance with the Company’s standard accrual andother policies, as such policies may be amended from time to time.     5. Equity.          (a) Grant of Stock Options. Subject to the approval of the Company’s CompensationCommittee and, if required, Board of Directors, Executive shall be granted a stock option topurchase 88,000 shares of the Company’s common stock under the Knova Software, Inc. 2000 StockIncentive Plan (the “Plan”), subject to adjustment for stock dividends, stock splits,recapitalizations and the like. Such option shall be granted as soon as reasonably practicableafter the Effective Date of this Agreement. The per share exercise price of the option will beequal to the closing price of the Company’s stock on the date of grant. The term of such optionshall be ten (10) years, subject to earlier expiration in the event of the termination ofExecutive’s service with the Company. Subject to the terms of the Plan and the Grant Agreement (asdefined below), during your employment with the Company the option will vest and become exercisableas follows: (a) 25% of the option shares will become exercisable in a lump sum on the one yearanniversary of the Effective Date; and (b) the remaining 75% will become exercisable in thirty six(36) equal, successive monthly installments commencing on the thirteen month anniversary of theEffective Date.          (b) Exercise of Options. The stock options granted pursuant to Section 5(a) aboveshall be subject to the Company’s standard form of stock option agreements
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(the “Grant Agreement”), copies of which must be executed by Executive as a condition of thegrant and exercise.     6. Expenses. During the term of his employment, Executive shall be authorized toincur necessary and reasonable travel, entertainment and other business expenses in connection withhis duties hereunder. The Company shall reimburse Executive for such expenses upon presentation ofan itemized account and appropriate supporting documentation, all in accordance with the Company’sgenerally applicable policies.     7. Term of Employment.          (a) Basic Rule. Executive’s employment with the Company shall be “at will,” andeither Executive or the Company may terminate Executive’s employment at any time, for any reason,with or without Cause. Any contrary representations, which may have been made to Executive shallbe superseded by this Agreement. This Agreement shall constitute the full and complete agreementbetween Executive and the Company on the “at will” nature of Executive’s employment, which may onlybe changed in an express written agreement signed by Executive and a duly authorized member of theBoard of Directors. Executive’s employment shall terminate automatically in the event of his deathor permanent disability.          (b) Rights Upon Termination. Except as expressly provided in Sections 7 and 8, uponthe termination of Executive’s employment, Executive shall only be entitled to the compensation,benefits and reimbursements described in Sections 2, 3, 4 and 6 for the period preceding theeffective date of the termination. The payments in full under this Agreement shall discharge allresponsibilities of the Company to Executive.          (c) Termination of Agreement. This Agreement shall terminate when all obligations ofthe parties hereunder have been satisfied. The termination of this Agreement shall not limit orotherwise affect any of Executive’s obligations under Section 10, which shall survive thetermination of this Agreement.     8. Termination Benefits. If Executive’s employment with the Company is terminated atany time by the Company without Cause or by Executive for Good Reason, then Executive shall beentitled to receive the following severance and other benefits:(a) Severance. The Company shall continue to pay Executive’s Base Compensation until theearlier of the following dates: (A) the date which is six (6) months from the date of termination,or (B) the date that Executive accepts other full time employment (as applicable, the “SeveranceEnd Date”). In addition, within fifteen (15) days after the termination, Executive shall beentitled to receive payment of a prorata portion of the Annual Bonus amount for the calendar yearof termination.          (b) Health Benefits. In the event Executive elects to continue his health insurancecoverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following thetermination of his employment, then the Company shall pay Executive’s monthly premium under COBRAuntil the Severance End Date.
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          (c) Option Acceleration. In the event that Executive’s employment is terminatedwithin twelve (12) months following a Change in Control, as defined below, 50% of his outstanding,unvested options as of the date of termination shall immediately vest, provided, however, that ifthe date of termination is on or prior to the first year anniversary of the Effective Date, thenthe options granted in Section 5(a) above will be deemed to have vested on a monthly basis over 48months commencing on the Effective Date.          (d) Definitions.               (i) Cause. For all purposes under this Agreement, “Cause” shall mean:                    (a) Any material breach of this Agreement or the Employee Proprietary Information Agreementbetween Executive and the Company;                    (b) Commission of any act of gross negligence, willful misconduct or fraud with respect to theCompany or any of its affiliates causing material harm to the business, assets or reputation of theCompany or any of its affiliates;                    (c) Conviction (including plea of no contest) of a felony or crime involving moral turpitude;                    (d) Executive’s unauthorized use or disclosure of the confidential information or tradesecrets of the Company or any of its affiliates which use causes material harm to the Company orany of its affiliates; or                    (e) Material misappropriation of the assets of the Company.               (ii) Change of Control. For all purposes under this Agreement, “Change of Control”shall mean:                    (a) The closing of a consolidation or merger of the Company with or into any other corporationor corporations in which the holders of the Company’s outstanding shares immediately before suchconsolidation or merger do not, immediately after such consolidation or merger, retain stockrepresenting a majority of the voting power of the surviving corporation of such consolidation ormerger;                    (b) The approval by the Company shareholders of a plan of complete liquidation of the Company;                    (c) A sale of all or substantially all of the assets of the Company; or                    (d) Any transaction (or series of related transactions involving a person or entity, or groupof affiliated persons or entities) in which in excess of fifty percent (50%) of the Company’soutstanding voting power is transferred.
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               (iii) Good Reason. For all purposes under this Agreement, “Good Reason” shall mean anyof the following are undertaken without Executive’s prior written consent:                    (a) Any material and substantial adverse change in the Executive’s title, position orauthority within the Company;                    (b) Any material decrease in Executive’s compensation package or benefits;                    (c) The death or permanent disability of Executive;                    (d) A relocation of your business office to a location more than fifty (50) miles fromthe location at which you performed your duties as of the effective date of the Change ofControl, except for required travel by you on the Company’s business to an extentsubstantially consistent with your business travel obligations prior to the effective dateof the Change of Control.                    (e) A material breach by the Company of any provision of a material agreement betweenyou and the Company concerning the terms and conditions of your employment provided,however, that Executive shall first provide the Company’s CEO or Board of Directors withdetailed, written notice of breach and afford the Company a thirty (30) day opportunity tocure such breach.               (e) Release. In partial consideration of Executive’s receipt of any benefits underthis Section 8, Executive shall execute a Release (the “Release”), in a form mutually acceptable toboth the Company and the Executive, which shall among other terms and conditions include a releaseof Executive’s rights and claims in existence at the time of such execution of the Release andshall exclude any continuing obligations the Company may have to Executive following histermination of employment under this Agreement, any stock option agreement or any other agreementproviding for obligations to survive his termination of employment.     9. Limitation on Payments.             (a) Limitation. In the event that the accelerated vesting, severance and otherbenefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachutepayments” within the meaning of Section 280G of the Internal Revenue Code (the “Code”) and (ii)would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), thenExecutive’s accelerated vesting, severance and other benefits under this Agreement shall be either(x) delivered in full or, (y) delivered in a manner that would result in no portion of suchbenefits being subject to the Excise Tax (with cash payments being reduced before stock optioncompensation), whichever of the foregoing amounts, taking into account the applicable federal,state and local income taxes and the Excise Tax, results in the receipt by Executive on anafter-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion ofsuch benefits may be taxable under Section 4999 of the Code.
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          (b) Determination by Accountants. Unless the Company and Executive otherwise agree inwriting, any determination required under this Section 9, including whether and to what extent thepayments to Executive shall be reduced and the assumptions to be utilized in arriving at suchdetermination, shall be made by the nationally recognized certified public accounting firm used bythe Company immediately prior to the Change of Control or, if such firm declines to serve, suchother nationally recognized certified public accounting firm as may be designated by Executive (the“Accountants”). Such determination shall be made as soon as practicable following the Change ofControl. The Accountants shall provide detailed supporting calculations both to the Company andExecutive at such time as is requested by the Company. For purpose of making the calculationsrequired by this Section 9, the Accountants may make reasonable assumptions and approximationsconcerning applicable taxes and may rely on reasonable, good faith interpretations concerning theapplication of Section 280G and 4999 of the Code. The Company and Executive shall furnish to theAccountants such information and documents as the Accountants may reasonably request in order tomake a determination under this Section 9. The Company shall bear all costs the Accountants mayreasonably incur in connection with any calculations by this Section 9.     10. Non-Disclosure; Restrictive Covenants.          (a) As a condition of employment, Executive has entered into a Proprietary InformationAgreement with the Company, which is incorporated herein by reference (the “Proprietary InformationAgreement”).          (b) Because the Executive acknowledges and agrees that, in conjunction with his employmentwith the Company, he will have access to confidential and trade secret information of the Company,the following restrictive covenant is necessary to protect the interests and continued success ofthe Company. Except as otherwise expressly consented to in writing by the Company, during the timeperiod that begins on the Effective Date and ends twelve (12) months from the date of terminationof Executive’s employment (the “Restricted Period”), the Executive shall not, directly orindirectly, acting as an employee, owner, shareholder, partner, joint venturer, officer, director,agent, salesperson, consultant, advisor, investor or principal of any corporation or other businessentity:               (i) request or otherwise attempt to induce or influence, directly or indirectly, any customeror supplier, or prospective customer or supplier, of the Company, or other persons sharing abusiness relationship with the Company, to cancel, limit or postpone their business with theCompany, or otherwise take action which might be to the material disadvantage of the Company; or               (ii) hire or solicit for employment or other business relationship, or induce or activelyattempt to influence, any employee, officer , director or other business associate of the Companyto terminate his or her employment or discontinue such person’s consultant, contractor or otherbusiness association with the Company.          (c) If the Executive violates any of the restrictions contained in this section, theRestricted Period shall be increased by the period of time from the commencement of any suchviolation until the time such violation shall be cured by the Executive to the
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satisfaction of the Company, and the Company may withhold any and all payments otherwise dueand owing to the Executive under this Agreement, if any, other than Base Salary.          (d) The Executive acknowledges that, due to the nature of the Company’s business, the scope ofthe provisions set forth in Section 10(b) are reasonable and necessary for the protection of thebusiness and goodwill of the Company. The Executive agrees that any breach of Section 10 willcause the Company substantial harm and therefore, in the event of any such breach, in addition tosuch other remedies that may be available, the Company shall have the right to seek a temporaryrestraining order, preliminary injunctive relief and permanent injunctive relief.     11. Successors.          (a) Company’s Successors. This Agreement shall be binding upon any successor (whetherdirect or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise)to all or substantially all of the Company’s business and/or assets. For all purposes under thisAgreement, the term “Company” shall include any successor to the Company’s business and/or assetsthat becomes bound by this Agreement.          (b) Executive’s Successors. This Agreement and all rights of Executive hereundershall inure to the benefit of, and be enforceable by, Executive’s personal or legalrepresentatives, executors, administrators, successors, heirs, distributees, devisees and legatees.     12. Miscellaneous Provisions.          (a) Notice. Notices and all other communications contemplated by this Agreement shallbe in writing and shall be deemed to have been duly given when personally delivered or when mailedby overnight courier, U.S. registered or certified mail, return receipt requested and postageprepaid. In the case of Executive, mailed notices shall be addressed to him at the home addresswhich he most recently communicated to the Company in writing. In the case of the Company, mailednotices shall be addressed to its corporate headquarters, and all notices shall be directed to theattention of its Secretary.          (b) Modifications and Waivers. No provision of this Agreement shall be modified,waived or discharged unless the modification, waiver or discharge is agreed to in writing andsigned by Executive and by an authorized officer of the Company (other than Executive). No waiverby either party of any breach of, or of compliance with, any condition or provision of thisAgreement by the other party shall be considered a waiver of any other condition or provision or ofthe same condition or provision at another time.          (c) Whole Agreement. This Agreement supercedes any prior offer letters, employmentagreements or the like previously entered into between the Executive and the Company. No otheragreements, representations or understandings (whether oral or written) which are not expressly setforth in this Agreement have been made or entered into by either party with respect to the subjectmatter of this Agreement. This Agreement, the Proprietary Information Agreement, and any stockoption agreement and Company stock plan between
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Executive and the Company contain the entire understanding of the parties with respect to thesubject matter hereof.          (d) Withholding Taxes. All payments made under this Agreement shall be subject toreduction to reflect taxes or other charges required to be withheld by law.          (e) Choice of Law and Jurisdiction. This Agreement shall be construed, interpretedand the rights of the parties determined in accordance with the laws of the State of California,without giving effect to any choice or conflict of law provision or rule (whether in the State ofCalifornia or any other jurisdiction) that would cause the application of laws of any jurisdictionsother than those of the State of California. The parties hereby consent to the exclusivejurisdiction of the state and federal courts located within the County of Santa Clara, Californiafor the resolution of all disputes arising under this Agreement or otherwise related to theemployment of the Executive with the Company.          (f) Severability. The invalidity or unenforceability of any provision or provisionsof this Agreement shall not affect the validity or enforceability of any other provision hereof,which shall remain in full force and effect.          (g) No Assignment. This Agreement and all rights and obligations of Executivehereunder are personal to Executive and may not be transferred or assigned by Executive at anytime. The Company may assign its rights under this Agreement to any entity that assumes theCompany’s obligations hereunder in connection with any sale or transfer of all or a substantialportion of the Company’s assets to such entity.          (h) Counterparts. This Agreement may be executed in two or more counterparts, each ofwhich shall be deemed an original, but all of which together shall constitute one and the sameinstrument.[remainder of this page intentionally left blank]
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     IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of theCompany by its duly authorized officer, as of the day and year first above written.       EXECUTIVE          THOMAS J. MUISE       KNOVA SOFTWARE, INC.       By:           Bruce Armstrong, CEO**SIGNATURE PAGE TO EMPLOYMENT AGREEMENT**
 

 
EXHIBIT ACURRENT BOARD MEMBERSHIPSNone.