Exhibit 10.13


 


ADVENT SOFTWARE, INC.


 


EXECUTIVE SEVERANCE PLAN


 


This Executive Severance Plan (the “Plan”) is adopted by Advent Software, Inc.
(the “Company” effective March 14, 2006, (the “Effective Date”) and applies to executive level direct reports
of the CEO and the President and CEO.


 


RECITALS


 


1.                                       It is expected that the Company from time to time
will consider the possibility of restructuring within the Company or 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 Executive and can cause the Executive to consider
alternative employment opportunities. The Board has determined that it is in
the best interests of the Company and its stockholders to assure that the
Company will have the continued dedication and objectivity of the Executive,
notwithstanding the possibility, threat or occurrence of a restructuring or
Change of Control (as defined herein) of the Company.


 


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


 


3.                                       The Board believes that it is imperative to
provide the Executive with certain severance benefits upon the Executive’s
termination of employment, including following a Change of Control. These
benefits will provide the Executive with enhanced financial security and
incentive and encouragement to remain with the Company notwithstanding the
possibility of a Change of Control.


 


4.                                       Certain capitalized terms used in the Plan are
defined in Section 4 below.


 


PLAN


 


1.               Term of Plan. This Plan shall terminate upon the date that all of the obligations of
the parties hereto with respect to this Plan have been satisfied.


 


2.               At-Will Employment.
The Executive’s employment with the Company is “at-will” employment and may be
terminated by the Company at any time with or without cause or notice. This Plan
does not create any right to continued employment. Further, the Executive’s job
performance nor promotions, commendations, bonuses or the like from the Company
do not give rise to or in any way serve as the basis for modification,
amendment, or extension, by implication or otherwise, of his employment with
the Company.


 

















 


3.               Severance and Termination.


 


(a)                                  Involuntary
Termination. If Executive’s employment with the Company is terminated other
than voluntarily or for “Cause” (as defined herein), and Executive signs the
Company’s release of claims in favor of the Company, then Executive
shall be entitled to (i) continuing payments of severance pay at a rate
equal to his base salary rate, as then in effect, for a period of twelve (12)
months from the date of such termination, to be paid periodically in accordance
with the Company’s normal payroll policies; (ii) receive all expense reimbursements and any other benefits due
to Executive through the date of termination of employment in accordance with
established Company plans and policies applicable to Executive, (iii) receive
Company-paid coverage for a period of twelve (12) months for himself and his
eligible dependents under the Company’s health benefit plans (or, at the
Company’s option, coverage under a separate plan), (iv) have all of
Executive’s outstanding equity compensation (stock options (right to purchase
common stock of the Company), stock appreciation rights, restricted stock,
restricted stock units, or performance shares, “Equity Compensation”)  on the termination date, have their vesting
accelerated as to twelve (12) months of additional vesting; with
post-termination exercisability as specified in the applicable Equity
Compensation agreement, and (v)  receive such other compensation or
benefits from the Company as may be required by law..


 


(b)                                 Termination
due to Death or Disability. If Executive’s employment with the Company is
terminated due to his death or his becoming Disabled, then Executive or
Executive’s estate (as the case may be) will (i) receive the Base
Salary for a period of six (6) months from the date of such
termination of employment, (ii) receive Company-paid coverage for a period
of six (6) months for Executive (if applicable) and Executive’s eligible
dependents under the Company’s health benefit plans (or, at the Company’s
option, coverage under a separate plan), (iii) receive all expense
reimbursements and any other benefits due to Executive through the date of
termination of employment in accordance with Company-provided or paid plans and
policies applicable to Executive, and (iv) not be entitled to any other
compensation or benefits from the Company except to the extent required by law.


 


(c)                                  Involuntary
Termination for Cause. If the Company terminates Executive’s employment
with the Company for Cause, then Executive will (i) receive the Base
Salary through the date of termination of employment, (ii) receive all
expense reimbursements and any other benefits due to Executive through the date
of termination of employment in accordance with established Company plans and
policies applicable to Executive, and (iii) not be entitled to any other
compensation or benefits from the Company except as may be required by law.
No other compensation or benefits will be paid or provided to the Executive
under this Plan on account of a termination for Cause, or for periods following
the date when such a termination of employment is effective.


 


(d)                                 Change
of Control Benefits. If the Executive’s employment with the Company is
terminated (i) other than (A) voluntarily without Good Reason or (B) for
Cause, and (ii) within twelve (12) months after a Change of Control, then
promptly following such termination of employment, subject to Executive signing
a standard release of claims in favor of the Company, Executive will (i) receive
all expense reimbursements and any other benefits due to Executive through the
date of termination of employment in accordance with the Company’s then
existing


 


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employee benefit plans
and policies applicable to Executive, (ii) be paid his then existing Base
Salary for a period of twelve (12) months following his termination of
employment, (iii) receive Company-paid coverage for a period of twelve
(12) months for himself and his eligible dependents under the Company’s health
benefit plans (or, at the Company’s option, coverage under a separate plan), (iv) have
all of Executive’s outstanding equity compensation (stock options (right to
purchase common stock of the Company), stock appreciation rights, restricted
stock, restricted stock units, or performance shares, “Equity Compensation”)  on the termination date, have their vesting
accelerated as to thirty (30) months of additional vesting; with
post-termination exercisability as specified in the applicable Equity
Compensation agreement, and (v)  receive such other compensation or
benefits from the Company as may be required by law.


 


4.                                       Definitions.


 


(a)                                  Cause.
For purposes of this Plan, “Cause” is defined as:


 


(i)                                     a material violation by Executive of a
federal or state law or regulation applicable to the business of the Company
that has a material adverse effect on the Company;


 


(ii)                                  Executive’s misappropriation or embezzlement
of Company funds or property or an act of fraud upon the Company made by
Executive;


 


(iii)                               Executive’s conviction of, or plea of nolo
contendre to, a felony; or


 


(iv)                              the
willful failure by Executive to perform his or her material duties for the
Company if such failure to perform is not fully cured by Executive within
ten (10) days after he or she receives written notice of such failure; or


 


(v)                                 a
willful violation of a written Company policy, the violation of which is stated
in such policy to be grounds for termination; or


 


(vi)                              an
act by the Executive which constitutes gross misconduct and which is materially
and demonstrably injurious to the Company.


 


No
act, or failure to act, by the Executive shall be considered “willful” unless
committed without good faith and without a reasonable belief that the act or
omission was in the Company’s best interests.


 


(b)                                 Change
of Control. For purposes of this Plan, “Change of Control” means (i) the
sale, lease, conveyance or other disposition of all or substantially all of the
Company’s assets to any “person” (as such term is used in Section 13(d) of
the Securities Exchange Act of 1934, as amended), entity or group of persons
acting in concert; (ii) any “person” or group of persons becoming the “beneficial
owner” (as defined in Rule 13d-3 under said Act), directly or indirectly,
of securities of the Company representing 35% or more of the total voting power
represented by the Company’s then outstanding voting securities; (iii) a
merger or consolidation of the Company with any other corporation, other than a
merger or consolidation that would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities of the
surviving entity or its controlling


 


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entity) at least
50% of the total voting power represented by the voting securities of the
Company or such surviving entity (or its controlling entity) outstanding
immediately after such merger or consolidation; or (iv) a contest for the
election or removal of members of the Board that results in the removal from
the Board of at least 50% of the incumbent members of the Board.


 


(c)                                  Disabled. For
purposes of this Plan, “Disabled” means Executive being unable to perform the
principal functions of his duties due to a physical or mental impairment, but
only if such inability has lasted or is reasonably expected to last for at
least three months. Whether Executive is Disabled shall be determined by the
Board based on evidence provided by one or more physicians selected by the
Board.


 


(d)                                 Good Reason. “Good Reason” shall mean without the Executive’s express
written consent (i) a material reduction of the Executive’s duties, title,
authority or responsibilities, relative to the Executive’s duties, title,
authority or responsibilities as in effect immediately prior to such reduction,
or the assignment to Executive of such reduced duties, title, authority or
responsibilities; provided,  however, that a reduction in duties,
title, authority or responsibilities solely by virtue of the Company being
acquired and made part of a larger entity (as, for example, when the Chief
Executive Officer of the Company remains the Chief Executive Officer of the
subsidiary or business unit containing the Company’s business following a
Change of Control) shall not by itself constitute grounds for a “Good Reason”
termination; (ii) a substantial reduction of the facilities and
perquisites (including office space and location) available to the Executive
immediately prior to such reduction; (iii) a reduction by the Company in
the base compensation of the Executive as in effect immediately prior to such
reduction; (iv) a material reduction by the Company in the kind or level
of benefits to which the Executive was entitled immediately prior to such
reduction with the result that such Executive’s overall benefits package is
significantly reduced; or (v) the relocation of the Executive to a
facility or a location more than thirty-five (35) miles from such Executive’s
then present location.


 


5.                                       Limitation on Payments. In the event that the severance and other
benefits provided for in this Plan or otherwise payable to the Executive (i) constitute
“parachute payments” within the meaning of Section 280G of the Internal
Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 5,
would be subject to the excise tax imposed by Section 4999 of the Code,
then the Executive’s severance benefits under Section 3(a) shall be
either:


 


(a)                                  delivered
in full, or


 


(b)                                 delivered
as to such lesser extent which would result in no portion of such severance
benefits being subject to excise tax under Section 4999 of the Code,
whichever of the foregoing amounts, taking into account the applicable federal,
state and local income taxes and the excise tax imposed by Section 4999,
results in the receipt by the Executive on an after-tax basis, of the greatest
amount of severance benefits, notwithstanding that all or some portion of such
severance benefits may be taxable under Section 4999 of the Code. Unless
the Company and the Executive otherwise agree in writing, any determination
required under this Section 5 shall be made in writing by the Company’s
independent public accountants immediately prior to Change of Control (the “Accountants”),
whose determination shall be conclusive and binding upon the Executive and the
Company for all purposes. For purposes of making the calculations required by
this Section 5, the


 


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Accountants may make
reasonable assumptions and approximations concerning applicable taxes and may rely
on reasonable, good faith interpretations concerning the application of
Sections 280G and 4999 of the Code. The Company and the Executive shall furnish
to the Accountants such information and documents as the Accountants may reasonably
request in order to make a determination under this Section. The Company shall
bear all costs the Accountants may reasonably incur in connection with any
calculations contemplated by this Section 5.


 


6.                                       Section 409A. Advent will amend this
Agreement as necessary or appropriate to use reasonable efforts to avoid
imposition to an Executive of any additional tax or income recognition under Section 409A
of the Code and any temporary or final Treasury Regulations and Internal
Revenue Service guidance thereunder (“Section 409A”) prior to the actual
payment to Executive of payments or benefits under this Agreement.


 


7.                                       Successors.


 


(a)                                  The
Company’s Successors. Any successor to the Company (whether direct or
indirect and whether by purchase, merger, consolidation, liquidation or
otherwise) to all or substantially all of the Company’s business and/or assets
shall assume the obligations under this Plan and agree expressly to perform the
obligations under this Plan in the same manner and to the same extent as the
Company would be required to perform such obligations in the absence of a
succession. For all purposes under this Plan, the term “Company” shall include
any successor to the Company’s business and/or assets which executes and
delivers the assumption agreement described in this Section 7(a) or
which becomes bound by the terms of this Plan by operation of law.


 


(b)                                 The
Executive’s Successors. The terms of this Plan and all rights of the
Executive hereunder shall inure to the benefit of, and be enforceable by, the
Executive’s personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.


 


8.                                       Notices. All notices, requests, demands and other communications called for
hereunder shall be in writing and shall be deemed given (i) on the date of
delivery, or, if earlier, (ii) one (1) day after being sent by a
well established commercial overnight service, or (iii) three (3) days
after being mailed by registered or certified mail, return receipt requested,
prepaid and addressed to the parties or their successors at the following
addresses, or at such other addresses as the parties may later designate
in writing.


 


	
  If to the
  Company:

  	
   

  	
  Advent Software, Inc.

  
	
   

  	
   

  	
  301 Brannan
  Street

  
	
   

  	
   

  	
  San Francisco,
  CA 94107

  
	
   

  	
   

  	
  Attention: Chief
  Executive Officer

  



 


or to such other address or the attention of such
other person as the recipient party has previously furnished to the other party
in writing in accordance with this paragraph.


 


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9.               Miscellaneous
Provisions.


 


(a)                                  No
Duty to Mitigate. The Executive shall not be required to mitigate the
amount of any payment contemplated by this Plan, nor shall any such payment be
reduced by any earnings that the Executive may receive from any other
source.


 


(b)                                 Headings.
All captions and section headings used in this Agreement are for
convenient reference only and do not form a part of this Agreement.


 


(c)                                  Severability.
The invalidity or unenforceability of any provision or provisions of this Plan
shall not affect the validity or enforceability of any other provision hereof,
which shall remain in full force and effect.


 


(d)                                 Withholding.
All payments made pursuant to this Plan will be subject to withholding of
applicable income and employment taxes.


 


 


COMPANY:


 


	
  Advent Software, Inc.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ John P.
  Brennan

  	
   

  
	
   

  
	
  Title:

  	
  Vice President
  of Human Resources

  
	
   

  
	
  Date: March 14, 2006

  
				



 


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