Exhibit 10.30(c)


 


[SEEBEYOND LOGO]

800 Royal Oaks Drive

Monrovia, California 91016

www.SeeBeyond.com


 


September 8, 2003


 


Thor Culverhouse


 


Dear Thor:


 


This letter will confirm our offer to you and your acceptance of
employment with SeeBeyond Technology Corporation (“SeeBeyond” or the “Company”)
in the position of Senior Vice President, Sales – North America.  This position reports to the President and
Chief Operations Officer.


 


Our compensation offer to you includes:


 


•     $17,500.00
monthly as a base salary,


•     An
annualized bonus of up to $210,000.00 for attainment of 100% of objectives (to
be memorialized in writing by and between you and SeeBeyond under the
provisions of SeeBeyond’s Incentive Compensation Plan), and


•     A
grant on your hire date of 150,000 share options of SeeBeyond common stock (per
the terms of the current SeeBeyond Stock Option Plan) with a grant price equal
to the closing price on your day of hire. 
Subject to your continued employment, such options will vest 25% per
annum beginning on the first anniversary from the grant date of the option.


 


In addition to the vesting described above, in the event of a Change of
Control (i) within your first nine (9) months of employment, twenty five
percent (25%) of the unvested portion of any outstanding stock options granted
under SeeBeyond’s stock option plan you hold shall vest and become exercisable;
and (ii) after nine (9) months of employment, fifty percent (50%) of the
unvested portion of any outstanding stock options granted under SeeBeyond’s stock
option plan you hold shall vest and become exercisable.


 


•      Change
of Control is defined as a merger or consolidation of the Company with any
other corporation, other than a merger or consolidation which 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) at least fifty percent (50%) of
the total voting power represented by the voting securities of the Company or
such surviving entity outstanding immediately after such merger or
consolidation.  Any transaction for the
purpose of providing capital financing to SeeBeyond shall not constitute a
Change of Control.


 

















 


If you are terminated without Cause,
or if your position becomes redundant due to a Change of Control, you will be
entitled to a severance payment as follows: 
six (6) months base salary, payable in equal monthly installments over a
six (6) month period (the “Severance Period”). 
Such payments will be subject to standard withholdings and any other
deductions which are required by law. 
In addition, such payments are expressly conditioned upon a signed
general Release, and an agreement to not compete with SeeBeyond or to solicit
any employees during the Severance Period.


 


•      Cause
shall mean the occurrence of any of the following events:  (i) your willful material violation of any
law or regulation applicable to the business of the Company; (ii) your
conviction of, or plea of “no contest” to, a felony; (iii) any willful
perpetration by you of an act involving moral turpitude or common law fraud
whether or not related to your activities on behalf of the Company; (iv) any
act of gross negligence by you in the performance of your duties as an employee;
(v) any violation of the “Behavior’s at Work” set forth in the Company’s
employee manual, as in effect from time to time; (vi) any willful misconduct by
you that is materially injurious to the financial condition or business
reputation of, or is otherwise materially injurious to, the Company; or (vii)
or repeated failure to achieve mutually agreed upon performance metrics.


 


You are also eligible for our comprehensive fringe benefits program
including life, medical, dental, short-term disability and long-term disability
coverage, paid sick leave, holidays and vacations, 401(k) plan and additional
benefits added from time to time.


 


On your first day of work, scheduled for September 9, 2003, you must
complete an I-9 form and provide us with documents proving both your identity
and your legal right to work in the United States.  You will also be required to sign our Employment Agreement,
Computer Code Agreement, an indemnification agreement and other appropriate documents.


 


Thor, we are delighted to have you join our team and believe SeeBeyond
can offer you the type of job satisfaction, challenge and opportunity you are
seeking. Because SeeBeyond is an at-will employer, please understand that the
length of your employment is not guaranteed. 
Either you or the Company may terminate your employment at any time,
with or without cause and with or without notice.  The offer of employment contained in this letter is the complete
agreement between you and the Company. 
There are no other express or implied promises, representations or
contracts being offered.


 


This letter will be governed by the laws of the State of California,
notwithstanding the conflict of law principles in such jurisdiction.


 


2

















 


In the event any provision herein becomes or is declared by a court of
competent jurisdiction to be illegal, unenforceable or void, this letter shall
continue in full force and effect without such provision.  This letter, along with the documents
referenced herein, represent the entire agreement and understanding between you
and the Company concerning your employment relationship with the Company.


 


Please confirm your acceptance of the offer as outlined herein by
signing this letter and returning it to me.


 


	
  Sincerely yours,

  
	
   

  
	
   

  
	
  /s/ Mark D. Magarian

  	
   

  
	
  Mark. D. Magarian

  
	
  Sr. Vice President, Human Resources

  
	
   

  
	
   

  	
  I accept the offer of employment as outlined in this letter.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Thor Culverhouse

  	
  9/08/03

  
	
   

  	
  Thor Culverhouse

  
				



 


3