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EXHIBIT 10.19 PLUMTREE SOFTWARE, INC.
IRA POLLACK EMPLOYMENT AGREEMENT This Agreement is entered into as of the date that this Agreement is fully
executed by both Company and Executive (the Effective Date), by and between
Plumtree Software, Inc., a Delaware corporation with its principal place of
business located at 500 Sansome Street, San Francisco(the Company), and Ira
Pollack, an individual (Executive). 1. Duties and Scope of Employment. (a) Positions and Duties. As of the Effective Date, Executive will serve as
the Vice President of World Wide Sales of the Company. Executive will render
such business and professional services in the performance of his duties,
consistent with Executives position within the Company, as will reasonably be
assigned to him by the Companys Chief Operating Officer, to whom Executive
shall report, and/or the Chief Executive Officer. Such duties will include, but
may not be limited to, management of the Companys world wide sales operations.
The period of Executives employment under this Agreement is referred to herein
as the Employment Term. (b) Obligations. During the Employment Term, Executive will perform his duties
faithfully and to the best of his ability and will devote his full business
efforts and time to the Company and refrain from professional practice other
than for the account and benefit of the Company. For the duration of the
Employment Term, Executive agrees not to engage in any business practice or
action which Executive knows, or should know, could harm the business or
reputation of the Company. Executive further agrees not to actively engage in
any other employment, occupation or consulting activity for any direct or
indirect remuneration without the prior approval of the Companys Board of
Directors (the Board). (c) Conflicts. Executive represents and warrants that Executive is not bound
by or a party to any obligation or agreement that would or could prohibit or
restrict Executive from being employed by the Company or from performing his
duties to the Company under this Agreement, or impose any liability, cost or
obligation on Executive or Company. Executive has obtained any and all
necessary releases from any such obligation or agreement which releases are
duly authorized, complete and irrevocable. Executive represents and warrants
that no dispute, action or claim is pending or has been threatened against
Executive or Company by any third party in connection with any prior
employment, with termination of any prior employment or with his actual or
prospective employment by the Company. 2. At-Will Employment. The parties agree that Executives employment with the Company will be
at-will employment and may be terminated at any time with or without cause or
notice. Executive understands and agrees that neither his job performance nor
promotions, commendations, bonuses or the like from the Company 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. Compensation. (a) Base Salary. During the Employment Term, the Company will pay Executive as
compensation for his services, a base salary at the annualized rate of $300,000
(the Base Salary). The Base Salary will be paid periodically in accordance
with the Companys normal payroll practices and will be subject to the usual,
required withholding. The
Board may review and/or adjust the Base Salary from time to time in its sole
discretion. (b) Sales Commission Plan. Executive will be eligible for an initial target
commission on sales of up to $200,000 per annum, to be paid pursuant to the
terms and conditions of the Companys Sales Commission Plan as in effect from
time to time at the sole discretion of the CEO and/or the Board. Executives
right to receive any performance bonus will terminate automatically as of the
date Executives employment with the Company ends for any reason.




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(c) First Option. The Company will recommend to the Board at the first Board
meeting following the Effective Date that Executive be granted a stock option
to purchase two hundred thousand (200,000) shares of the Companys common stock
at an exercise price equal to the closing bid price of the Companys common
stock on the date of grant (the First Option). Subject to the accelerated
vesting provisions set forth herein, the First Option will vest as to 25% of
the shares subject to the First Option on the first anniversary of the
Effective Date, and 1/48 of the First Option will vest monthly
thereafter so that the First Option will be fully vested and exercisable four
(4) years from the Effective Date, subject to Executives continued service to
the Company on the relevant vesting dates. (d) Performance Option. The Company will recommend to the Board at the first
Board meeting following the Effective Date that Executive be granted an
additional stock option to purchase two hundred thousand (200,000) shares of
the Companys common stock at an exercise price equal to the fair market value
of the Companys common stock on the date of grant (the Performance Option).
Subject to the accelerated vesting provisions set forth herein, the Performance
Option will vest as to one hundred (100%) percent of the shares subject to the
Performance Option four (4) years from the Effective Date; provided, however
that shares subject to the Performance Option may vest earlier upon the
achievement of certain Company based performance goals as set forth on the
table below. Vesting of the Performance Option will in all cases be subject to
Executives continued service to the Company on the relevant vesting dates. Performance Option  Vesting Schedule Number of shares subject to Performance Option to accelerate
    
    Value that the closing bid price for the Company's common stock on the Nasdaq National Market (or at the successor exchange upon which the Company's shares of common stock are principally traded) needs to be greater than for thirty (30) consecutive trading days; provided, however, that such price target will be adjusted appropriately for any stock splits or stock dividends effected by the Company without receipt of commensurate consideration50,000
    
    $1040,000
    
    $1840,000
    
    $2540,000
    
    $3530,000
    
    $45
 (e) General Option Terms. If Executives employment with the Company
terminates for any reason (other than Executives death or permanent disability
for which a longer term may apply), Executives right to exercise any vested
shares subject to the First and Performance Options will expire ninety (90)
days after such termination date. The First and Performance Options will be
subject to the terms and conditions of the Companys 2002 Stock Plan (the
Option Plan) and the stock option agreements by and between Executive and the
Company (the Option Agreement), all of which documents are incorporated
herein by reference. 4. Employee Benefits. During the Employment Term, Executive will be entitled to participate in the
employee benefit plans currently and hereafter maintained by the Company which
is generally applicable to other senior executives of the Company, including,
without limitation, the Companys group medical, dental, vision, disability,
and life insurance. Executive understands that senior executives at the Company
(Vice Presidents and above) currently do not accrue vacation time or paid time
off but may take time off in their reasonable discretion as the necessities of
the position permit. The Company reserves the right to cancel or change the
vacation or benefit plans and programs it offers to its senior executives and
employees at any time. 5. Severance.




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(a) Involuntary Termination. If, within the first twelve (12) months of the
Effective Date, Executives employment with the Company terminates other than
voluntarily or for Cause, and Executive signs and does not revoke the Companys
standard release of claims, then Executive will be entitled to receive payments
of severance pay at a rate equal to his Base Salary rate, as then in effect,
for a period of six (6) months from the date of such termination, to be paid
periodically in accordance with the Companys normal payroll policies;
provided, that such amount may be payable earlier in a lump-sum in the
Companys discretion. (b) Change of Control Severance. If, within six (6) months following a Change
of Control, Executives employment with the Company (or its successor
corporation) terminates other than voluntarily or for Cause, or if Executive is
subject to a material reduction in compensation or responsibility, or if
Executive is required to relocate more than seventy-five (75) miles from the
Companys then current headquarters then one hundred (100%) percent of any
unvested shares subject to the First and Performance Options will immediately
vest and become exercisable. Thereafter, the First and Performance Options will
continue to be subject to the terms and conditions of the Option Plan and
Option Agreements. (c) Other Termination. If Executives employment with the Company terminates
voluntarily by Executive, for Cause by the Company, due to Executives death or
becoming permanently and totally disabled (as defined in accordance with
Internal Revenue Code Section 22(e)(3) or its successor provision, or for any
reason other than as set forth in Sections 6(a) and (b): then (i) all vesting
of the First and Performance Options will terminate immediately and all
payments of compensation by the Company to Executive hereunder will terminate
immediately (except as to amounts already earned); and (ii) Executive will only
be eligible for severance benefits in accordance with the Companys established
policies, if and as then in effect. 6. Definitions. (a) Cause. For purposes of this Agreement, Cause is defined as: (i) an act
of material dishonesty made by Executive in connection with Executives
responsibilities as an employee; (ii) Executives conviction of, or plea of
nolo contendere to a felony, or any misdemeanor that involves fraud, financial
dishonesty, or moral turpitude; (iii) Executives gross misconduct, or any
misconduct that involves fraud or financial dishonesty; (iv) Executives
continued violations of his employment duties after Executive has received a
written demand for performance from the Company which specifically sets forth
the factual basis for the Companys belief that Executive has not substantially
performed his duties; or (v) Executives breach or threatened breach of the
Employee Invention and Proprietary Rights Agreement or other written agreement
entered into by and between Executive and the Company. (b) Change of Control. For purposes of this Agreement, Change of Control of
the Company is defined as: (i) any person (as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) is or
becomes the beneficial owner (as defined in Rule 13d-3 under said Act),
directly or indirectly, of securities of the Company representing fifty (50%)
percent or more of the total voting power represented by the Companys then
outstanding voting securities; or (ii) a change in the composition of the Board
occurring within a two-year period, as a result of which fewer than a majority
of the directors are Incumbent Directors. Incumbent Directors will mean
directors who either (A) are directors of the Company as of the date hereof, or
(B) are elected, or nominated for election, to the Board with the affirmative
votes of at least a majority of the Incumbent Directors at the time of such
election or nomination (but will not include an individual whose election or
nomination is in connection with an actual or threatened proxy contest relating
to the election of directors to the Company); or (iii) the date of the
consummation of a merger or consolidation of the Company with any other
corporation that has been approved by the stockholders of the Company, 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) more than fifty (50%) percent of the total voting
power represented by the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation, or the
stockholders of a plan of complete liquidation of the Company that has been
approved by the stockholders of the Company; or (iv) (the date of) the
consummation of the sale or disposition by the Company of all or substantially
all the Companys assets. 7. Conditions of Employment.




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This Agreement and the offer of at-will employment are contingent upon (i) the
truth and accuracy of the representations and warranties set forth in Section
1(c) above; and without limiting the generality of the forgoing (ii)
Executives timely delivery to the Company of a copy of a duly authorized
release from any provision of his agreement with Bearing Point which may cause
the representations and warranties in Section 1(c) to be false; (iii) Executive
agrees to enter into the Companys standard Employee Invention and Proprietary
Rights Agreement (the Invention Agreement) upon commencing employment
hereunder. Executive also agrees to provide the Company with: (i) accurate and
complete information in the attached Employment Application and any supporting
documentation; and (ii) a written acknowledgement of the Companys policies and
procedures as set forth in the
Companys Employee Handbook or otherwise provided to Executive in writing. This
Agreement is also contingent on the Companys completion of a successful
comprehensive background check of the Executive. As required by federal
immigration law, Executive agrees to provide the Company with documentary
evidence of Executives identity and eligibility for employment in the United
States. Executive must provide such documentation to the Company within three
(3) business days of the Effective Date, or Executives employment relationship
with the Company hereunder will be terminated. 8. Assignment. This Agreement will be binding upon and inure to the benefit of: (i) the heirs,
executors and legal representatives of Executive upon Executives death; and
(ii) any successor of the Company. Any such successor of the Company will be
deemed substituted for the Company under the terms of this Agreement for all
purposes. For this purpose, successor means any person, firm, corporation or
other business entity which at any time, whether by purchase, merger or
otherwise, directly or indirectly acquires all or substantially all of the
assets or business of the Company. None of the rights of Executive to receive
any form of compensation payable pursuant to this Agreement may be assigned or
transferred except by will or the by laws of descent and distribution. Any
other attempted assignment, transfer, conveyance or other disposition of
Executives right to compensation or other benefits will be null and void. 9. Notices. All notices, requests, demands and other communications called for hereunder
will be in writing and will be deemed given: (i) on the date of delivery if
delivered personally; (ii) one (1) day after being sent by a well established
commercial overnight service; or (iii) four (4) 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: Plumtree Software, Inc.
500 Sansome Street
San Francisco, CA 94111
Attn: General Counsel If to Executive: At the last residential address known by the Company. 10. Severability. In the event that any provision hereof becomes or is declared by a court of
competent jurisdiction to be illegal, unenforceable or void, this Agreement
will continue in full force and effect without said provision. 11. Arbitration. In the event of any dispute or claim relating to or arising out of
Executives employment with the Company or termination thereof (including, but
not limited to, any claims of breach of contract, wrongful termination,
harassment, or age, sex, race or other discrimination), Executive and the
Company agree that to the maximum extent allowable by law, any and all such
disputes will be fully and finally resolved only by binding arbitration
conducted




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by the American Arbitration Association (the AAA). The AAA will
administer the arbitration in accordance with its National Employment Dispute
Resolution rules, as those rules are then in effect. Executive acknowledges
that he has been encouraged to speak with an attorney prior to signing this
Agreement, and that by accepting this Agreement, Executive is waiving any right
to a jury trial in any matter that the law permits to be resolved by
arbitration. However, this Agreement will not apply to any disputes or claims
by Executive or the Company relating to or arising out of the misuse or
misappropriation of trade secrets or proprietary information. The Company will
incur all of the costs of the arbitration which would not ordinarily be borne
by Executive had Executive filed a lawsuit in court. However, Executive and the
Company agree that the prevailing party in any arbitration, or any lawsuit for
the protection of trade secrets and
proprietary information (and only in such matters), will be entitled to its
attorneys fees and costs to the extent permissible by law. 12. Integration. This Agreement, together with the Option Plan, Option Agreement and the
Invention Agreement represents the entire agreement and understanding between
the parties as to the subject matter herein and supersedes all prior or
contemporaneous agreements whether written or oral. No waiver, alteration, or
modification of any of the provisions of this Agreement will be binding unless
in writing and signed by duly authorized representatives of the parties hereto. 13. Tax Withholding. All payments made pursuant to this Agreement will be subject to withholding of
applicable taxes. 14. Governing Law. This Agreement will be governed by the laws of the State of California (with
the exception of its conflict of laws provisions). 15. Acknowledgment. Executive acknowledges that he has had the opportunity to discuss this matter
with and obtain advice from his private attorney, has had sufficient time to,
and has carefully read and fully understands all the provisions of this
Agreement, and is knowingly and voluntarily entering into this Agreement. IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the
case of the Company by their duly authorized officers, as of the day and year
first above written. COMPANY:
PLUMTREE SOFTWARE, INC.By:
    
    /s/ John Kunze
    
    Date:
    
    March 16, 2004John KunzePresident and Chief Executive OfficerEXECUTIVE:By:
    
    /s/ Ira Pollack
    
    Date:
    
    February 27, 2004Ira Pollack