exv10w1





Exhibit 10.1


DemandTec, Inc.

One Circle Star Way

San Carlos, CA 94070





April 28, 2008




Mr. John C. Crouch

c/o DemandTec, Inc.

One Circle Star Way, Suite 200

San Carlos, CA 94089




Dear John:




     This letter (the “Agreement”) confirms the agreement between you and DemandTec, Inc. (the
“Company”) regarding the termination of your employment with the Company.



     1.     Termination Date. Your employment with the Company will terminate on April 30, 2008 (the
“Termination Date”).



     2.      Effective Date and Revocation. You have up to 21 days after you receive this Agreement to
review it. You are advised to consult an attorney of your own choosing (at your own expense)
before signing this Agreement. Furthermore, you have up to seven days after you sign this
Agreement to revoke it. If you wish to revoke this Agreement after signing it, you may do so by
delivering a letter of revocation to me. If you do not revoke this Agreement, the eighth day after
the date you sign it will be the “Effective Date.” Because of the seven-day revocation period, no
part of this Agreement will become effective or enforceable until the Effective Date.



     3.     Salary and Vacation Pay. On the Termination Date, the Company will pay you an amount equal
to all of your salary earned through the Termination Date and all of your accrued but unused
vacation time or PTO (less all applicable taxes and other deductions). You acknowledge that the
only payments and benefits that you are entitled to receive from the Company on or after the
Effective Date are those specified in this Agreement.



     4.     Severance Pay. If you sign and do not revoke this Agreement, the Company will continue
paying you an amount equal to your current base salary (less all applicable withholding taxes) for
four months in accordance with the Company’s standard payroll procedures. These severance payments
will commence as of the first regular payroll period after the Effective Date. The aggregate
amount of the severance payments is equal to $75,000.00 (less all applicable withholding taxes).
If you breach any provision of this Agreement, no additional severance payments will be made but
this Agreement will remain in effect.



 









 








Mr. John C. Crouch

April 28, 2008

Page 2




     5.     COBRA Premiums. You will receive information about your right to continue your group
health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) after
the Termination Date. In order to continue your coverage, you must file the required election
form. If you sign and do not revoke this Agreement, and if you elect to continue group health
insurance coverage, then the Company will pay the employer portion of the monthly premium under
COBRA for yourself and, if applicable, your dependents. The Company will make these payments until
the earliest of (a) the end of the four-month period following the month in which the Termination
Date occurs, (b) the expiration of your continuation coverage under COBRA or (c) the date when you
become eligible for health insurance in connection with new employment or self-employment. You
acknowledge that you otherwise would not have been entitled to any continuation of Company-paid
health insurance.



     6.     Options. You currently hold the following options to purchase shares of the Company’s
Common Stock (the “Options”):



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Exercise Price	 	Total Number	 	Vested Number of Shares
	Date of Grant	 	per Share	 	of Shares	 	as of Termination Date
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	December 13, 2003

	 	$	1.00	 	 	 	216,800	 	 	 	216,800	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	March 20, 2004

	 	$	1.00	 	 	 	25,000	 	 	 	25,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	February 12, 2005

	 	$	1.30	 	 	 	12,500	 	 	 	9,635	 





Ordinarily, the Options would be exercisable with respect to the vested shares at any time until
the date three months after the Termination Date. However, if you sign and do not revoke this
Agreement, the Options will be exercisable with respect to the vested shares at any time until the
date six months after the Termination Date. The Options will expire with respect to the vested
shares on the date six months after the Termination Date, and they will expire with respect to the
unvested shares on the Termination Date. The Stock Option Agreements between you and the Company
will remain in full force and effect, and you agree to remain bound by those Agreements.




     7.     Performance Stock Units. You currently hold 100,000 performance stock units that the
Company granted to you on August 17, 2007 (the “Performance Units”). As of the Termination Date,
none of the Performance Units would be vested. However, if you sign and do not revoke this
Agreement, 15,000 Performance Units will vest on the Effective Date. The 15,000 vested Performance
Units will be settled on the first Permissible Trading Day (as defined in the applicable Stock Unit
Agreement) that occurs on or after July 15, 2008. The remaining 85,000 Performance Units will be
forfeited on the Termination Date. The related Stock Unit Agreement between you and the Company
will remain in full force and effect, and you agree to remain bound by that Agreement. The
additional vesting under this Section 7 will not apply if, prior to the third full trading day
following the Company’s earnings release relating to the Company’s results for the first quarter of
fiscal year 2009 (currently expected to occur in



 









 





Mr. John C. Crouch

April 28, 2008

Page 3



early July 2008), you effect trades in the Company’s securities (other than pursuant to your
currently effective Rule 10b5-1 trading plan).




     8.     Regular Stock Units. You currently hold 10,000 regular stock units that the Company
granted to you on March 4, 2008 (the “Regular Units”). As of the Termination Date, none of the
Regular Units is vested. Therefore, the Regular Units will be forfeited on the Termination Date.
The related Stock Unit Agreement between you and the Company will remain in full force and effect,
and you agree to remain bound by that Agreement.



     9.     Release of All Claims. In consideration for receiving the severance benefits described
above, to the fullest extent permitted by law, you waive, release and promise never to assert any
claims or causes of action, whether or not now known, against the Company or its predecessors,
successors or past or present subsidiaries, stockholders, directors, officers, employees,
consultants, attorneys, agents, assigns and employee benefit plans with respect to any matter,
including (without limitation) any matter related to your employment with the Company or the
termination of that employment, including (without limitation) claims to attorneys’ fees or costs,
claims of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of
privacy, fraud, breach of contract or breach of the covenant of good faith and fair dealing and any
claims of discrimination or harassment based on sex, age, race, national origin, disability or any
other basis under Title VII of the Civil Rights Act of 1964, the California Fair Employment and
Housing Act, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act
and all other laws and regulations relating to employment. However, this release covers only those
claims that arose prior to the execution of this Agreement and only those claims that may be waived
by applicable law. Execution of this Agreement does not bar any claim that arises hereafter,
including (without limitation) a claim for breach of this Agreement. Execution of this Agreement
also does not bar any claim to indemnification under Section 2802 of the California Labor Code.



     Notwithstanding the extent of the foregoing release, the Company’s existing obligations, if
any, to indemnify you for claims against you arising out of the course and scope of your employment
at the Company will be preserved.



     10.     Waiver. You expressly waive and release any and all rights and benefits under Section
1542 of the California Civil Code (or any analogous law of any other state), which reads as
follows: “A general release does not extend to claims which the creditor does not know or suspect
to exist in his or her favor at the time of executing the release, which if known by him or her
must have materially affected his or her settlement with the debtor.”



     11.     No Admission. Nothing contained in this Agreement will constitute or be treated as an
admission by you or the Company of liability, any wrongdoing or any violation of law.



     12.     Other Agreements. At all times in the future, you will remain bound by your Employee
Proprietary Information and Inventions Agreement with the Company, which you signed on November 14,
2003, and a copy of which is attached as Exhibit A. We refer you,



 









 





Mr. John C. Crouch

April 28, 2008

Page 4



without limitation, to the non-solicitation clause in Section 5 of that Agreement. You
further acknowledge that you remain subject to the Trading Policy, which by its terms continues to
apply to transactions in Company securities after you have separated from service with the Company.
Except as expressly provided in this Agreement, this Agreement renders null and void all prior
agreements between you and the Company and constitutes the entire agreement between you and the
Company regarding the subject matter of this Agreement. This Agreement may be modified only in a
written document signed by you and a duly authorized officer of the Company.




     13.     Duty to Cooperate. You agree that you will not encourage, counsel or assist any attorneys
or their clients in the presentation or prosecution of any disputes, differences, grievances,
claims, charges, or complaints by any third party against the Company, unless under a subpoena or
other court order to do so. You shall inform the Company in writing within three (3) days of
receiving any such subpoena or other court order. You further agree to assist the Company and its
attorneys, subject to reasonable compensation and reimbursement of expenses and within the bounds
of honesty, in the defense of any disputes, differences, grievances, claims, charges, or complaints
by any third party against the Company.



     14.     Company Property. You represent that you have returned to the Company all property that
belongs to the Company, including (without limitation) copies of documents that belong to the
Company and files stored on your computer(s) that contain information belonging to the Company.



     15.     Confidentiality of Agreement. You agree that you will not disclose to others the
existence or terms of this Agreement, except that you may disclose such information to your spouse,
attorney or tax adviser if such individuals agree that they will not disclose to others the
existence or terms of this Agreement.



     16.     No Disparagement. You agree that you will not make any negative or disparaging statements
(orally or in writing) about the Company or its stockholders, directors, officers, employees,
products, services or business practices. Similarly, the board of directors of the Company and its
executive officers will not make any negative or disparaging statements (orally or in writing)
about you, provided that nothing shall prohibit such individuals from making truthful statements
relating to the circumstances of your departure from the Company. Further, both you and the
Company shall respond fully and accurately to any question, inquiry or request for information when
required to do so by legal process.



     17.     Severability. If any term of this Agreement is held to be invalid, void or unenforceable,
the remainder of this Agreement will remain in full force and effect and will in no way be
affected, and the parties will use their best efforts to find an alternate way to achieve the same
result.



     18.     Choice of Law. This Agreement will be construed and interpreted in accordance with the
laws of the State of California (other than their choice-of-law provisions).



 









 





Mr. John
C. Crouch

April 28, 2008

Page 5



     19.     Execution. This Agreement may be executed in counterparts, each of which will be
considered an original, but all of which together will constitute one agreement. Execution of a
facsimile copy will have the same force and effect as execution of an original, and a facsimile
signature will be deemed an original and valid signature.



     Please indicate your agreement with these terms by signing below and returning this document
to me.



	 	 	 	 	 	 
	 	Very truly yours,



DemandTec, Inc.


 	 
	 	By:  	     /s/ Mark A. Culhane
 	 
	 	Title:	     EVP and CFO 
	 	 	 	 
	 




I agree to the terms of this Agreement, and I am voluntarily signing this release of all claims. I
acknowledge that I have read and understand this Agreement, and I understand that I cannot pursue
any of the claims and rights that I have waived in this Agreement at any time in the future.



	 	 	 	 	 
	 	 
	     /s/ John C. Crouch
 	 
	Signature of John C. Crouch 	 
	 	 
	Dated: 	6/9/2008 	 
	 



Attachment




Exhibit A: Employee Proprietary Information and Inventions Agreement