**Exhibit 10.2**

** **

**SEPARATIONAGREEMENT AND RELEASE**

 

This Separation Agreementand Release (“Agreement”) is made by and between Craig Collins (“Employee”) andAdvent Software, Inc. (the “Company”) (jointly referred to as the “Parties”or individually referred to as a “Party”).

 

**RECITALS**

 

WHEREAS,Employee entered into at-will employment with the Company pursuant to the termsof an offer letter dated December 5, 2007 (the “Employment Agreement”);

 

WHEREAS,Employee entered into an Employment, Confidentiality and Assignment ofInventions Agreement with the Company on December 31, 2007 (the “ConfidentialityAgreement”);

 

WHEREAS,Employee is covered by the Company Executive Severance plan, effective March 14,2006, as amended by the Employment Agreement (the “Severance Plan”);

 

WHEREAS, the Company and Employee have entered into aStock Appreciation Right Agreement, dated January 15, 2008, grantingEmployee a contingent right to receive shares of the Company’s common stock (the“SARs”) subject to the terms and conditions of the Company’s 2002 Stock Plan (the“Plan”) and the Stock Appreciation Right Agreement (collectively the “SARAgreement”);

 

WHEREAS, theCompany terminated Employee’s employment with the Company effective July 31,2008 (the “Separation Date”); and

 

WHEREAS, theParties wish to resolve any and all disputes, claims, complaints, grievances,charges, actions, petitions, and demands that the Employee may have against theCompany and any of the Releasees as defined below, including, but not limitedto, any and all claims arising out of or in any way related to Employee’semployment with or separation from the Company;

 

NOW,THEREFORE, in consideration of the mutual promises made herein, the Company andEmployee hereby agree as follows:

 

**COVENANTS**

 

# 1.                                       Consideration.  Provided that Employee executesand does not revoke this Agreement, the Company agrees to provide Employee withthe severance benefits under Section 4 of the Severance Plan, as follows:

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a.                                       Cash.  The Company agrees to pay Employee a total of$300,000 dollars at the rate of $25,000 per month,less applicable withholding, over a period of one (1) year from the firstregular payroll date following the Separation Date, in accordance with theCompany’s regular payroll practices.

 

b.                                      Stock.  The Company agrees that, as of the SeparationDate, vesting of Employee’s then unvested SARs shall be accelerated by twelve(12) months.  Accordingly, 

 

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Employee shall be deemed,following such acceleration, to have vested in: 60,000 SARs pursuant to the SARAgreement dated January 15, 2008. In addition, the Company agrees that the exercise period for the vestedSARs shall be extended until the twelve (12) month anniversary of theSeparation Date.  Other than the changesdescribed in this paragraph, the exercise of Employee’s vested SARs and shares acquiredpursuant thereto shall continue to be governed by the terms and conditions ofthe Plan and the SAR Agreement.

 

c.                                       Benefits.  Subject to the Employee timely electingcontinuation coverage under the Consolidated Omnibus Budget Reconciliation Actof 1985 (“COBRA”), the Company shall pay 100% of Employee’s COBRA premiums forEmployee and his covered dependents for a period of eighteen (18) monthsfollowing the Separation Date (or, if earlier, until the Employee and hiscovered dependents becoming covered under a substantially similar group healthplan of a new employer).

 

d.                                      AccruedPayments.  The Company agrees to payEmployee, Employee’s accrued but unpaid salary through the SeparationDate.  The Company also agrees to pay theEmployee for any unreimbursed business expenses required to be reimbursed toEmployee pursuant to the Company’s normal and customary business expensereimbursement procedures

 

# 2.                                       Payment of Salary and Receipt of All Benefits.  Employeeacknowledges and represents that, other than the consideration set forth inthis Agreement, the Company has paid or provided all salary, wages, bonuses,accrued vacation/paid time off, premiums, leaves, housing allowances,relocation costs, interest, severance, outplacement costs, fees, reimbursableexpenses, commissions, stock, stock options, vesting, and any and all otherbenefits and compensation due to Employee.

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# 3.                                       Release of Claims.  Employeeagrees that the foregoing consideration represents settlement in full of alloutstanding obligations owed to Employee by the Company and its current andformer officers, directors, employees, agents, investors, attorneys,shareholders, administrators, affiliates, benefit plans, plan administrators,insurers, trustees, divisions, and subsidiaries, and predecessor and successorcorporations and assigns (collectively, the “Releasees”).  Employee, on his own behalf and on behalf ofhis respective heirs, family members, executors, agents, and assigns, herebyand forever releases the Releasees from, and agrees not to sue concerning, orin any manner to institute, prosecute, or pursue, any claim, complaint, charge,duty, obligation, demand, or cause of action relating to any matters of anykind, whether presently known or unknown, suspected or unsuspected, thatEmployee may possess against any of the Releasees arising from any omissions,acts, facts, or damages that have occurred up until and including the EffectiveDate of this Agreement, including, without limitation:

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a.                                       anyand all claims relating to or arising from Employee’s employment relationshipwith the Company and the termination of that relationship;

 

b.                                      anyand all claims relating to, or arising from, Employee’s right to purchase, oractual purchase of shares of stock of the Company, including, withoutlimitation, any claims for fraud, misrepresentation, breach of fiduciary duty,breach of duty under applicable state corporate law, and securities fraud underany state or federal law;

 

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c.                                       anyand all claims for wrongful discharge of employment; termination in violationof public policy; discrimination; harassment; retaliation; breach of contract,both express and implied; breach of covenant of good faith and fair dealing,both express and implied; promissory estoppel; negligent or intentionalinfliction of emotional distress; fraud; negligent or intentionalmisrepresentation; negligent or intentional interference with contract orprospective economic advantage; unfair business practices; defamation; libel;slander; negligence; personal injury; assault; battery; invasion of privacy;false imprisonment; conversion; and disability benefits;

 

d.                                      anyand all claims for violation of any federal, state, or municipal statute,including, but not limited to, Title VII of the Civil Rights Act of 1964;the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americanswith Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act,except as prohibited by law; the Fair Credit Reporting Act; the Age Discriminationin Employment Act of 1967; the Older Workers Benefit Protection Act;****the Employee Retirement Income SecurityAct of 1974; the Worker Adjustment and Retraining Notification Act; the Familyand Medical Leave Act, except as prohibited by law; the Sarbanes-Oxley Act of2002; the California Family Rights Act; the California Labor Code, except asprohibited by law; the California Workers’ Compensation Act, except asprohibited by law; and the California Fair Employment and Housing Act;

 

e.                                       anyand all claims for violation of the federal or any state constitution;

 

f.                                         anyand all claims arising out of any other laws and regulations relating toemployment or employment discrimination;

 

g.                                      anyclaim for any loss, cost, damage, or expense arising out of any dispute overthe non-withholding or other tax treatment of any of the proceeds received byEmployee as a result of this Agreement; and

 

h.                                      anyand all claims for attorneys’ fees and costs.

 

Employee agrees that therelease set forth in this section shall be and remain in effect in all respectsas a complete general release as to the matters released.  This release does not extend to anyobligations incurred under this Agreement. This release does not release claims that cannot be released as a matterof law, including, but not limited to:  (1) Employee’s right to file a charge with orparticipate in a charge by the Equal Employment Opportunity Commission, or anyother local, state, or federal administrative body or government agency that is authorized toenforce or administer laws related to employment, against the Company (with theunderstanding that any such filing or participation does not give Employee theright to recover any monetary damages against the Company; Employee’s releaseof claims herein bars Employee from recovering such monetary relief from theCompany); (2) claims under Division 3, Article 2 of theCalifornia Labor Code (which includes California Labor Code section 2802regarding indemnity for necessary expenditures or losses by employee); and (3) claimsprohibited from release as set forth in California Labor Code section 206.5(specifically “any claim or right on account of wages due, or to become due, ormade as an advance on wages to be earned, unless payment of such wages has beenmade”).  Employee represents that he hasmade no assignment or transfer of any right, claim, complaint, charge, duty,obligation, demand, cause of action, or other matter waived or released by thisSection.

 

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# 4.                                       Acknowledgment of Waiver of Claims under ADEA. Employee acknowledges that he is waiving andreleasing any rights he may have under the Age Discrimination in Employment Actof 1967 (“ADEA”), and that this waiver and release is knowing andvoluntary.  Employee agrees that thiswaiver and release does not apply to any rights or claims that may arise underthe ADEA after the Effective Date of this Agreement.  Employee acknowledges that the considerationgiven for this waiver and release is in addition to anything of value to whichEmployee was already entitled.  Employeefurther acknowledges that he has been advised by this writing that: (a) heshould consult with an attorney prior to executing this Agreement; (b) hehas twenty-one (21) days within which to consider this Agreement; (c) hehas seven (7) days following his execution of this Agreement to revoke thisAgreement; (d) this Agreement shall not be effective until after therevocation period has expired; and (e) nothing in this Agreement preventsor precludes Employee from challenging or seeking a determination in good faithof the validity of this waiver under the ADEA, nor does it impose any conditionprecedent, penalties, or costs for doing so, unless specifically authorized byfederal law.  In the event Employee signsthis Agreement and returns it to the Company in less than the 21-day periodidentified above, Employee hereby acknowledges that he has freely and voluntarilychosen to waive the time period allotted for considering this Agreement.

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# 5.                                       California Civil Code Section 1542.  Employeeacknowledges that he has been advised to consult with legal counsel and isfamiliar with the provisions of California Civil Code Section 1542, astatute that otherwise prohibits the release of unknown claims, which providesas follows:

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AGENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW ORSUSPECT 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 HERSETTLEMENT WITH THE DEBTOR.

 

Employee,being aware of said code section, agrees to expressly waive any rights he mayhave thereunder, as well as under any other statute or common law principles ofsimilar effect.

 

# 6.                                       No Pending or Future Lawsuits.  Employeerepresents that he has no lawsuits, claims, or actions pending in his name, oron behalf of any other person or entity, against the Company or any of theother Releasees.  Employee alsorepresents that he does not intend to bring any claims on his own behalf or onbehalf of any other person or entity against the Company or any of the otherReleasees.

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# 7.                                       Application for Employment.  Employeeunderstands and agrees that, as a condition of this Agreement, Employee shallnot be entitled to any employment with the Company, and Employee hereby waivesany right, or alleged right, of employment or re-employment with theCompany.  Employee further agrees not toapply for employment with the Company and not otherwise pursue an independentcontractor or vendor relationship with the Company.

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# 8.                                       Confidentiality.  Employee agrees to maintain incomplete confidence the existence of this Agreement, the contents and terms ofthis Agreement, and the consideration for this Agreement (hereinaftercollectively referred to as “Separation Information”).  Except as required by 

 

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# law,Employee may disclose Separation Information only to his immediate familymembers, the Court in any proceedings to enforce the terms of this Agreement,Employee’s undersigned counsel, and Employee’s accountant and any professionaltax advisor to the extent that they need to know the Separation Information inorder to provide advice on tax treatment or to prepare tax returns, and mustprevent disclosure of any Separation Information to all other third parties.  Employee agrees that he will not publicize,directly or indirectly, any Separation Information.

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# 9.                                       Trade Secrets and Confidential Information/CompanyProperty.  Employee reaffirms and agrees to observe andabide by the Confidentiality Agreement, the terms of which are attached heretoas Exhibit A, specifically including the provisions thereinregarding nondisclosure of the Company’s trade secrets and confidential andproprietary information.  Employee’s signaturebelow constitutes his certification under penalty of perjury that he hasreturned all documents and other items provided to Employee by the Company,developed or obtained by Employee in connection with his employment with theCompany, or otherwise belonging to the Company.

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# 10.                                 No Cooperation.  Employee agrees that he will notknowingly encourage, counsel, or assist any attorneys or their clients in thepresentation or prosecution of any disputes, differences, grievances, claims,charges, or complaints by any third party against any of the Releasees, unlessunder a subpoena or other court order to do so or as related directly to theADEA waiver in this Agreement.  Employeeagrees both to immediately notify the Company upon receipt of any such subpoenaor court order, and to furnish, within three (3) business days of itsreceipt, a copy of such subpoena or other court order.  If approached by anyone for counsel orassistance in the presentation or prosecution of any disputes, differences,grievances, claims, charges, or complaints against any of the Releasees,Employee shall state no more than that he cannot provide counsel or assistance.

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# 11.                                 Nondisparagement.  Employee and Company agree torefrain from any disparagement, defamation, libel, or slander of any of theReleasees, and agrees to refrain from any tortious interference with thecontracts and relationships of any of the Releasees.  Employee shall direct any inquiries bypotential future employers to the Company’s human resources department, whichshall use its best efforts to provide only the Employee’s last position anddates of employment.

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# 12.                                 Breach.  In addition to the rightsprovided in the “Attorneys’ Fees” section below, Employee acknowledges andagrees that any material breach of this Agreement, unless such breachconstitutes a legal action by Employee challenging or seeking a determinationin good faith of the validity of the waiver herein under the ADEA, or of anyprovision of the Confidentiality Agreement shall entitle the Companyimmediately to recover and/or cease providing the consideration provided toEmployee under this Agreement and to obtain damages, except as provided by law.

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# 13.                                 No Admission of Liability.  Employeeunderstands and acknowledges that this Agreement constitutes a compromise andsettlement of any and all actual or potential disputed claims by Employee.  No action taken by the Company hereto, eitherpreviously or in connection with this Agreement, shall be deemed or construedto be (a) an admission of the truth or falsity of any actual or potentialclaims or (b) an acknowledgment or admission by the Company of any faultor liability whatsoever to Employee or to any third party.

 

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# 14.                                 Costs.  The Parties shall each bear theirown costs, attorneys’ fees, and other fees incurred in connection with thepreparation of this Agreement.

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# 15.                                 ARBITRATION.  THE PARTIES AGREE THAT ANY AND ALLDISPUTES ARISING OUT OF THE TERMS OF THIS AGREEMENT, THEIR INTERPRETATION, ANDANY OF THE MATTERS HEREIN RELEASED, SHALL BE SUBJECT TO ARBITRATION IN SANFRANCISCO COUNTY, BEFORE JUDICIAL ARBITRATION & MEDIATION SERVICES (“JAMS”),PURSUANT TO ITS EMPLOYMENT ARBITRATION RULES & PROCEDURES (“JAMS RULES”).  THE ARBITRATOR MAY GRANT INJUNCTIONS ANDOTHER RELIEF IN SUCH DISPUTES.  THEARBITRATOR SHALL ADMINISTER AND CONDUCT ANY ARBITRATION IN ACCORDANCE WITHCALIFORNIA LAW, INCLUDING THE CALIFORNIA CODE OF CIVIL PROCEDURE, AND THEARBITRATOR SHALL APPLY SUBSTANTIVE AND PROCEDURAL CALIFORNIA LAW TO ANY DISPUTEOR CLAIM, WITHOUT REFERENCE TO ANY CONFLICT-OF-LAW PROVISIONS OF ANYJURISDICTION.  TO THE EXTENT THAT THEJAMS RULES CONFLICT WITH CALIFORNIA LAW, CALIFORNIA LAW SHALL TAKEPRECEDENCE.  THE DECISION OF THEARBITRATOR SHALL BE FINAL, CONCLUSIVE, AND BINDING ON THE PARTIES TO THEARBITRATION.  THE PARTIES AGREE THAT THEPREVAILING PARTY IN ANY ARBITRATION SHALL BE ENTITLED TO INJUNCTIVE RELIEF INANY COURT OF COMPETENT JURISDICTION TO ENFORCE THE ARBITRATION AWARD.  THE PARTIES TO THE ARBITRATION SHALL EACH PAYAN EQUAL SHARE OF THE COSTS AND EXPENSES OF SUCH ARBITRATION, AND EACH PARTYSHALL SEPARATELY PAY FOR ITS RESPECTIVE COUNSEL FEES AND EXPENSES; PROVIDED,HOWEVER, THAT THE ARBITRATOR SHALL AWARD ATTORNEYS’ FEES AND COSTS TO THEPREVAILING PARTY, EXCEPT AS PROHIBITED BY LAW. THE PARTIES HEREBY AGREE TO WAIVE THEIR RIGHT TO HAVE ANY DISPUTEBETWEEN THEM RESOLVED IN A COURT OF LAW BY A JUDGE OR JURY.  NOTWITHSTANDING THE FOREGOING, THIS SECTION WILLNOT PREVENT EITHER PARTY FROM SEEKING INJUNCTIVE RELIEF (OR ANY OTHERPROVISIONAL REMEDY) FROM ANY COURT HAVING JURISDICTION OVER THE PARTIES AND THESUBJECT MATTER OF THEIR DISPUTE RELATING TO THIS AGREEMENT AND THE AGREEMENTSINCORPORATED HEREIN BY REFERENCE.  SHOULDANY PART OF THE ARBITRATION AGREEMENT CONTAINED IN THIS PARAGRAPH CONFLICTWITH ANY OTHER ARBITRATION AGREEMENT BETWEEN THE PARTIES, THE PARTIES AGREETHAT THIS ARBITRATION AGREEMENT SHALL GOVERN.

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# 16.                                 Tax Consequences.  The Company makes norepresentations or warranties with respect to the tax consequences of thepayments and any other consideration provided to Employee or made on his behalfunder the terms of this Agreement. Employee agrees and understands that he is responsible for payment, ifany, of local, state, and/or federal taxes on the payments and any otherconsideration provided hereunder by the Company and any penalties orassessments thereon.  Employee furtheragrees to indemnify and hold the Company harmless from any claims, demands,deficiencies, penalties, interest, assessments, executions, judgments, orrecoveries by any government agency against the Company for any amounts claimeddue on account of (a) Employee’s failure to pay or delayed payment offederal or state taxes, or (b) damages sustained by the Company by reasonof any such claims, including attorneys’ fees and costs.

 

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# 17.                                 Authority.  The Company represents andwarrants that the undersigned has the authority to act on behalf of the Companyand to bind the Company and all who may claim through it to the terms andconditions of this Agreement.  Employeerepresents and warrants that he has the capacity to act on his own behalf andon behalf of all who might claim through him to bind them to the terms andconditions of this Agreement.  Each Partywarrants and represents that there are no liens or claims of lien orassignments in law or equity or otherwise of or against any of the claims orcauses of action released herein.

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# 18.                                 No Representations.  Employeerepresents that he has had an opportunity to consult with an attorney, and hascarefully read and understands the scope and effect of the provisions of thisAgreement.  Employee has not relied uponany representations or statements made by the Company that are not specificallyset forth in this Agreement.

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# 19.                                 Severability.  In the event that any provisionor any portion of any provision hereof or any surviving agreement made a parthereof becomes or is declared by a court of competent jurisdiction orarbitrator to be illegal, unenforceable, or void, this Agreement shall continuein full force and effect without said provision or portion of provision.

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# 20.                                 Attorneys’ Fees.  Except with regard to a legalaction challenging or seeking a determination in good faith of the validity ofthe waiver herein under the ADEA,****in the eventthat either Party brings an action to enforce or effect its rights under thisAgreement, the prevailing Party shall be entitled to recover its costs andexpenses, including the costs of mediation, arbitration, litigation, court fees,and reasonable attorneys’ fees incurred in connection with such an action.

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# 21.                                 Entire Agreement.  This Agreement, along with theConfidentiality Agreement, Employment Agreement, the Plan and SAR Agreement,represent the entire agreement and understanding between the Company andEmployee concerning the subject matter of this Agreement and Employee’semployment with and separation from the Company and the events leading theretoand associated therewith, and supersedes and replaces any and all prioragreements and understandings concerning the subject matter of this Agreementand Employee’s relationship with the Company.

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# 22.                                 No Oral Modification.  ThisAgreement may only be amended in a writing signed by Employee and the Company’sChief Executive Officer.

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# 23.                                 Governing Law.  This Agreement shall be governedby the laws of the State of California, without regard for choice-of-lawprovisions. Employee consents to personal and exclusive jurisdiction and venuein the State of California.

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# 24.                                 Effective Date.  Each Party has seven (7) daysafter that Party signs this Agreement to revoke it.  This Agreement will become effective on the eighth (8th)day after Employee signed this Agreement, so long as it has been signed by theParties and has not been revoked by either Party before that date (the “EffectiveDate”).

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# 25.                                 Counterparts.  This Agreement may be executed incounterparts and by facsimile, and each counterpart and facsimile shall havethe same force and effect as an original and shall constitute an effective,binding agreement on the part of each of the undersigned.

 

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# 26.                                 Voluntary Execution of Agreement.  Employeeunderstands and agrees that he executed this Agreement voluntarily, without anyduress or undue influence on the part or behalf of the Company or any thirdparty, with the full intent of releasing all of his claims against the Companyand any of the other Releasees.  Employeeacknowledges that:

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(a)                                 hehas read this Agreement;

 

(b)                                hehas been represented in the preparation, negotiation, and execution of thisAgreement by legal counsel of his own choice or has elected not to retain legalcounsel;

 

(c)                                 heunderstands the terms and consequences of this Agreement and of the releases itcontains; and

 

(d)                                heis fully aware of the legal and binding effect of this Agreement.

 

INWITNESS WHEREOF, the Parties have executed this Agreement on the respectivedates set forth below.

 

 
| Dated:   July 28, 2008 |  /s/ Craig Collins |
|---------------------------------------|-------------------------|
|                                  | Craig Collins           |
|                                  |                    |   |
|                                  |                    |   |
|                                  | ADVENT SOFTWARE,  INC.  |
|                                  |                    |   |
|                                  |                    |   |
| Dated:   July 28, 2008 | By                      |  /s/ John P. Brennan |
|                                  |                    | John P. Brennan |
|                                  |                    | Vice President,  Human Resources |
|                                       |                         |  |  |

 

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**Exhibit A**

 

ADVENT SOFTWARE, INC.

EMPLOYMENT, CONFIDENTIALITY AND ASSIGNMENT

OF INVENTIONS AGREEMENT

 

I, the undersigned, in part consideration for wagesor salary paid to me in connection with my employment by ADVENT SOFTWARE, INC.,a Delaware corporation or one or more of its affiliates or subsidiaries (“Company”)acknowledge and agree as follows:

 

1.                                       Termand Termination.  I understand,acknowledge and agree that my employment with the Company is for an unspecifiedduration and constitutes at-will employment within the meaning of CaliforniaLabor Code Section 2922.  Iacknowledge and agree that this employment relationship may be terminated atany time, with or without cause, at the option either of the Company or myself,with or without advanced notice.

 

Iunderstand and agree that my satisfactory performance of the duties designatedby the Company is the sole consideration for the salary and benefits paid bythe Company.  I further understand andagree that neither my job performance (whether satisfactory or exemplary) norpromotions, commendations, bonuses, stock, stock rights, or the like from theCompany give rise to or establish an obligation on the part of either theCompany or myself to continue my employment or in any way serve as the basisfor modification, amendment, or extension, by implication or otherwise, of thisAgreement.  This Agreement cannot bemodified, amended, or extended except in writing executed by the President ofthe Company, or someone designated by the President, and by me.

 

2.                                       Inventions.

 

2.1                                 Ownershipof Inventions.

 

All designs, improvements, inventions anddiscoveries, including computer software and source codes, (“Inventions”)conceived or made by me during the term of my employment which are related tothe business of the Company or to research and development in which it isengaged are the sole property of the Company. “Inventions” do not include any designs, improvements, inventions ordiscoveries for which no equipment, supplies, facilities or trade secretinformation of the Company were used and which were developed entirely on myown time and (a) which do not related to the Company’s business or theCompanies actual or demonstrably anticipated research or development, or (b) whichdo not result from any work performed by me for the Company.  THIS AGREEMENT DOES NOT APPLY TO ANYINVENTION WHICH QUALIFIES FULLY UNDER THE PROVISIONS OF CALIFORNIA LABOR CODE2870.

 

I do not own or claim anypatent rights or inventions other than those listed on the attached Exhibit “A”which are reserved to me and excluded from the terms of this Agreement.

 

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2.2                                 Disclosureof Inventions.

 

I will disclose promptly tothe President of the Company or to someone designated by the President allInventions which I alone or with others may conceive or make, and I herebyassign and agree to assign all my right and interest in the Inventions toothers without the express written consent of the Company.  If in the course of my employment with theCompany, I incorporate into a Company product or process a prior Inventionowned by me or which I have an interest, the Company is hereby granted andshall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwidelicense to make, have made, modify, use and sell such prior Invention as partof or in connection with such product or process.

 

2.3                                 Assignmentof Inventions.

 

During my employment by the Company or at any timethereafter, I will, upon request of the Company, execute specific assignment ofany of the Inventions and will execute all papers and perform all acts whichthe Company deems necessary or advisable for obtaining or maintaining patentsfor the Inventions in the United States or foreign countries and for thetransfer of interests in the Inventions, and I will execute any papers whichshall be necessary to vest title to the Inventions and patents in the Company.

 

3.                                       OtherAgreements.

 

I havenot entered into any assignment of inventions, confidentiality, or similaragreement other than those of which copies are attached as Exhibit “B”.  I represent that my performance of all theterms of this Agreement and that my employment by the Company does not and willnot breach any agreement to keep in confidence proprietary information acquiredby me in confidence or trust prior to my employment by the Company.  I have not brought and will not bring with meto the Company or use in the performance of my responsibilities at the Companyany equipment, supplies, facility, or trade secret information of any formeremployer, which are not generally available to the public, unless I haveobtained written authorization for their possession and use.

 

Inaddition, prior to beginning my job responsibilities with the Company, I haveperformed a complete search of my home(s), office(s), automobile(s), computers,electronic devices, and cellular and other phones for any property, includingtrade secrets and confidential information, that may belong to any former employeror other third party.  I understand thateven the inadvertent possession of such third party property may increase therisk that the Company may be sued. Accordingly, I have searched for, amongst other things, hard copydocuments, email, telephone numbers, contact information, equipment, devicesand computer files, and I have destroyed or returned all such property to suchthird parties, and no longer retain any such property.

 

4.                                       Confidentiality– Trade Secrets.

 

Iunderstand that during my employment, I will have access to and becomeacquainted with various Company trade secrets, including but not limited tosource codes and programs for the Company’s software products, softwareproducts under development, business accounts, customer lists, employee andclient information, office forms, interCompany correspondence, trainingmaterials, customer services materials, marketing and advertising materials,the identities of 

 

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customers, businessvendors and consultants; information, knowledge, trade secrets, data orknow-how belonging to third parties in the Company’s possession; and Inventionsconceived, originated, discovered or developed by me (collectively “TradeSecrets”).  I further understand thatTrade Secrets do not include any of the foregoing items which have becomepublicly known and generally made available through no wrongful act of mine orof others who were under confidentiality obligations as to the item or itemsinvolved.

 

Iacknowledge that Trade Secrets are secret, confidential and proprietary to theCompany and will have been disclosed to me or obtained by me in confidence andtrust for the sole purpose of using the same for the sole benefit of theCompany and its customers.  During andafter my employment (other than in the course of my job duties) I will keepconfidential and agree not to disclose to others, or take or use for my ownpurposes or purposes of others, during or after my employment, the TradeSecrets.

 

4.1                                 Ownershipof Customer Records.

 

I acknowledge that my relationship with customersmay make me privy to information that generally is not public knowledge.  All such information and any record relatingin any manner whatsoever to the customers of the Company, whether prepared byme or otherwise, shall be the exclusive property of the Company.  I shall immediately return to the Company allsuch records upon request and also upon termination of my employment.

 

4.2                                 NoncompetitionDuring Employment.

 

I understand that the Company expects me to devotefull energies, efforts, and abilities to my employment with the Company.  During my employment I shall not, without theexpress written consent of the Company, directly or indirectly, either as an independentContractor, employee, employer, consultant, agent principal, partner,stockholder, corporate officer, director, or in any other individual orrepresentative capacity, engage or participate in any business that is incompetition in any manner whatsoever with the business of the Company,including but not limited to portfolio management software for personalcomputers and software customization and support services for the Company’ssoftware users.

 

4.3                                 Restrictionson Soliciting Employees.

 

During my employment and for a period of one yearimmediately following my employment, I shall not, directly or indirectly,engage or participate in the solicitation or attempt to solicit fellowemployees to work for any business that is in competition in any mannerwhatsoever with the Company’s business.

 

4.4                                 Restrictionson Soliciting Customers.

 

I acknowledge and agree that the names and addressesof the Company’s customers may constitute Trade Secrets and that the sale orunauthorized use or disclosure, either during or after the term of my employment,of any of the Company’s Trade Secrets that I obtained during the course of myemployment constitutes unfair competition. I agree not to engage in any unfair competition with the Company.

 

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I agree that I will not, for a period of two yearsimmediately following the termination of employment, and to the extent that anyCompany customer information constitutes a trade secret under California law,either directly or indirectly (1) make known to any person, firm, orcorporation the names and addresses of any of the Company’s customers or anyother information pertaining to them; or (2) on my behalf or that of anyother person, firm or corporation, call on, solicit, or take away, or attemptto call on, solicit, or take away any of the Company’s customers with whom Ibecame acquainted during the course of my employment.

 

4.5                                 Returnof Documents, Materials, and Equipment.

 

I agree that upon the Company’s request and also ontermination of my employment, I will return to the Company all documents,materials, and equipment belonging to the Company, and all Trade Secrets,Inventions and confidential information, including copies, and documents basedin whole or in part on such trade secrets and/or confidential information.

 

5.                                     InjunctiveRelief and Attorneys Fees.

 

I recognize that my failure to adhere to the termsof this Agreement will cause the Company irreparable damage for which monetarydamages alone would be inadequate compensation. Without in any way limiting other remedies available to the Company, Iagree that, if I breach or threaten to breach this Agreement, the Company shallhave the right to obtain in injunction against me in a court of competentjurisdiction restraining such breach or threatened breach and to specificperformance of any provision of this Agreement. I further agree that no bond or other security will be required inobtaining such equitable relief and I hereby consent to the issuance of suchinjunction and to the ordering of specific performance.  I hereby further consent to the personaljurisdiction of the state and federal courts located in California for anylawsuit filed there against me by the Company arising from or relating to thisAgreement.

 

If any legal action, including an action forinjunctive or declaratory relief, is brought to enforce the provisions of thisAgreement, the prevailing party shall be entitled to recover reasonableattorneys’ fees from the other party. Such attorneys’ fees shall be in addition to any other relief to whichthe prevailing party may be entitled.

 

6.                                     Miscellaneous.

 

6.1                                 EntireAgreement.

 

ThisAgreement supersedes any prior agreement, representations or promises of anykind, whether written, oral, express or implied, concerning the subject matterof this Agreement, and it constitutes the full, complete and exclusiveagreement between me and the Company on the subject matter of this Agreement.

 

6.2                                 Choiceof Law.

 

This Agreement shall be governed by the laws of theState of California.

 

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6.3                                 Severability.

 

If any provision of this Agreement is held to beinvalid or unenforceable, that provision, and the remainder of this Agreementshall be enforced to the extent permitted by California law.

 

6.4                                 BindingEffect.

 

This Agreement shall be binding upon me, my heirs,executors, assignees and administrators and shall inure to the benefit of theCompany, its successors and assigns.

 

6.5                                 Arbitration.

 

Subject to Section 5, I agree that any disputeor controversy arising out of or relating to any interpretation, construction,performance or breach of this Agreement, will be settled by arbitration to beheld in San Francisco, California, in accordance with the rules then ineffect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in such dispute orcontroversy.  The decision of thearbitrator will be final, conclusive and binding on the parties to thearbitration.  Judgment may be entered onthe arbitrator’s decision in any court having jurisdiction.  The Company and I will each pay one-half ofthe costs and expenses of such arbitration, and each of us will separately payour counsel fees and expenses.

 

6.6                                 EffectiveDate.

 

This Agreement shall be effective as of the datefirst set forth below.

 

Signed

 
| /s/ Craig B.  Collins    |   |
|--------------------------|--------|
|                     |   |
| Print Name               |   |
|                     |   |
| Craig B. Collins         |   |
|                     |   |
| Date                     |   |
|                     |   |
| July 28,  2008      |   |
|                     |   |
|                     |   |
| ACCEPTED AND  AGREED TO: |   |
|                     |   |
| ADVENT SOFTWARE,  INC.   |   |

 
|   |
|--------|
| BY:    | /s/ John Brennan |   |
| Its    | VP HR |   |

 

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EXHIBIT A

 

EMPLOYEE PATENT RIGHTS AND INVENTIONS

 

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EXHIBIT B

 

EXISTING EMPLOYEECONFIDENTIALITY AND ASSIGNMENT OF INVENTION AGREEMENTS

 

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