**Exhibit 10.30(c)**

 

[SEEBEYOND LOGO]**800 Royal Oaks DriveMonrovia, California 91016www.SeeBeyond.com**

 

September 8, 2003

 

Thor Culverhouse

 

Dear Thor:

 

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

 

Our compensation offer to you includes:

 

•     $17,500.00monthly as a base salary,

•     Anannualized bonus of up to $210,000.00 for attainment of 100% of objectives (tobe memorialized in writing by and between you and SeeBeyond under theprovisions of SeeBeyond’s Incentive Compensation Plan), and

•     Agrant on your hire date of 150,000 share options of SeeBeyond common stock (perthe terms of the current SeeBeyond Stock Option Plan) with a grant price equalto the closing price on your day of hire. Subject to your continued employment, such options will vest 25% perannum 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 ofControl (i) within your first nine (9) months of employment, twenty fivepercent (25%) of the unvested portion of any outstanding stock options grantedunder SeeBeyond’s stock option plan you hold shall vest and become exercisable;and (ii) after nine (9) months of employment, fifty percent (50%) of theunvested portion of any outstanding stock options granted under SeeBeyond’s stockoption plan you hold shall vest and become exercisable.

 

•      Changeof Control is defined as a merger or consolidation of the Company with anyother corporation, other than a merger or consolidation which would result inthe voting securities of the Company outstanding immediately prior theretocontinuing to represent (either by remaining outstanding or by being convertedinto voting securities of the surviving entity) at least fifty percent (50%) ofthe total voting power represented by the voting securities of the Company orsuch surviving entity outstanding immediately after such merger orconsolidation.  Any transaction for thepurpose of providing capital financing to SeeBeyond shall not constitute aChange of Control.

 

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

 

•      Causeshall mean the occurrence of any of the following events:  (i) your willful material violation of anylaw or regulation applicable to the business of the Company; (ii) yourconviction of, or plea of “no contest” to, a felony; (iii) any willfulperpetration by you of an act involving moral turpitude or common law fraudwhether or not related to your activities on behalf of the Company; (iv) anyact 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’semployee manual, as in effect from time to time; (vi) any willful misconduct byyou that is materially injurious to the financial condition or businessreputation 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 programincluding life, medical, dental, short-term disability and long-term disabilitycoverage, paid sick leave, holidays and vacations, 401(k) plan and additionalbenefits added from time to time.

 

On your first day of work, scheduled for September 9, 2003, you mustcomplete an I-9 form and provide us with documents proving both your identityand 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 SeeBeyondcan offer you the type of job satisfaction, challenge and opportunity you areseeking. Because SeeBeyond is an at-will employer, please understand that thelength 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 completeagreement between you and the Company. There are no other express or implied promises, representations orcontracts being offered.

 

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

 

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In the event any provision herein becomes or is declared by a court ofcompetent jurisdiction to be illegal, unenforceable or void, this letter shallcontinue in full force and effect without such provision.  This letter, along with the documentsreferenced herein, represent the entire agreement and understanding between youand the Company concerning your employment relationship with the Company.

 

Please confirm your acceptance of the offer as outlined herein bysigning 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 |
|                                     |  |  |  |

 

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