**EXHIBIT 10.19**

 

November 19, 2004

 

Mr. John Hulburt, CPA

180 Webster Woods Lane

North Andover, MA  01845

 

Dear John:

 

The purpose of this letter is to memorialize the termsof your eligibility for severance with Datawatch Corporation (“the Company”) inthe 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 mayterminate your employment at any time for any or no reason with or withoutnotice.  Neither this letter nor itsterms constitute a contract for continued employment or a contract for aspecific term of employment.  Instead,this letter sets forth the terms of our agreement with respect to youreligibility for severance.

 

2.             In the event that you voluntarily terminate youremployment with the Company at your own election and without Good Reason, youshall be entitled to no severance.  Forthe purpose of this Agreement, “Good Reason” is defined as a materialdiminution in the nature or scope of your responsibilities, duties orauthority; provided, however, that the transfer of certain jobresponsibilities, or the assignment to others of your duties andresponsibilities while you are out of work due to a disability or on a leave ofabsence for any reason, shall not constitute a material diminution in thenature or scope of the your responsibilities, duties or authority as set forthin this Section.

 

3.             Inthe event that the Company terminates your employment for “Cause,” you shall beentitled to no severance.  Termination bythe Company shall constitute a termination for Cause under thisParagraph 3 if such termination is for one or more of the followingreasons:

 

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

 

(b)           grossnegligence, dishonesty, breach of fiduciary duty or breach of the terms of anyother agreements executed in connection herewith;

 

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(c)           thecommission by you of an act of fraud, embezzlement or substantial disregard ofthe rules or policies of the Company;

 

(d)           actswhich, in the judgment of the Board of Directors, would tend to generatesignificant adverse publicity toward the Company;

 

(e)           thecommission, or plea of nolo contendere, by you of a felony; or

 

(f)            abreach by you of the terms of the Proprietary Information and InventionsAgreement executed by you.

 

4.             Inthe event that the Company terminates your employment for any reason other thanthose stated in Paragraph 3 above or if you terminate your employment for GoodReason as defined in Paragraph 2, and you sign a comprehensive releasein the form, and of a scope, acceptable to the Company (the “Release”), the Companywill pay you severance payments in equal monthly installments at your thenmonthly base salary for six months following your termination (the “SeverancePeriod”).  Such payments shall be made inaccordance with the Company’s customary payroll practices and shall be subjectto all applicable federal and state withholding, payroll and other taxes.

 

If you breach your post-employment obligations underyour Proprietary Information Inventions and Non-Competition Agreement, theCompany may immediately cease payment of all severance and/or benefitsdescribed in this Agreement.  Thiscessation of severance and/or benefits shall be in addition to, and not as analternative to, any other remedies in law or in equity available to theCompany, including the right to seek specific performance or an injunction.

 

5.             Theterms of this agreement constitute the entire understanding relating to youremployment and supersede and cancel all agreements, written or oral, made priorto the date hereof between you and the Company relating to your employment withthe Company; provided, however, that nothing herein shall be deemed to limit orterminate the provisions of Proprietary Information and Inventions Agreementexecuted by you or in any manner alter the terms of any stock option enteredinto between you and the Company.

 

6.             ThisAgreement, the employment relationship contemplated herein and any claimarising from such relationship, whether or not arising under this Agreement,shall be governed by and construed in accordance with the internal laws ofMassachusetts, without giving effect to the principles of choice of law orconflicts of law of Massachusetts and this Agreement shall be deemed to beperformable in Massachusetts.  Any claimsor legal actions by one party against the other arising out of the relationshipbetween the parties contemplated herein (whether or not arising under thisAgreement) shall be commenced or maintained in any state or federal courtlocated in Massachusetts, and Executive hereby submits to the jurisdiction andvenue of any such court.

 

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7.             Nowaiver by either party of any breach by the other or any provision hereof shallbe deemed to be a waiver of any later or other breach thereof or as a waiver ofany other provision of this Agreement. This Agreement and its terms may not be waived, changed, discharged orterminated orally or by any course of dealing between the parties, but only byan instrument in writing signed by the party against whom any waiver, change,discharge or termination is sought.  Nomodification or waiver by the Company shall be effective without the consent ofthe Board of Directors then in office at the time of such modification orwaiver.

 

8.             Youacknowledge that the services to be rendered by you to the Company are uniqueand personal in nature.  Accordingly, youmay not assign any of your rights or delegate any of your duties or obligationsunder this Agreement.  The rights andobligations of the Company under this Agreement may be assigned by the Companyand shall inure to the benefit of, and shall be binding upon, the successorsand assigns of the Company.

 

If this letter correctly states the understanding wehave reached, please indicate your acceptance by countersigning the enclosedcopy and returning it to me.

 

 
|   | Very truly yours,                            |
|--------|----------------------------------------------|
|   |                                         |
|   | DATAWATCH CORPORATION                        |
|   |                                         |
|   |                                         |
|   |     /s/ Robert W. Hagger |   |
|   | Robert Hagger                                |
|   | President and Chief Executive Officer        |

 

YOU REPRESENT THAT YOU HAVE READ THE FOREGOING AGREEMENT, THAT YOUFULLY UNDERSTAND THE TERMS AND CONDITIONS OF SUCH AGREEMENT AND THAT YOU AREVOLUNTARILY EXECUTING THE SAME.

 

ACCEPTED:

 
|   /s/ John J. Hulburt | 11/19/2004  |   |
|---------------------------------|------------------|--------|
|  John Hulburt              | Date        |   |

 

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