**Exhibit10.27**

 

**800Royal Oaks DriveMonrovia, California 91016www.SeeBeyond.com**

 

July21, 2003

 

H. Carvel Moore[Address]

 

Dear Carv:

 

This letter will confirm our offer to youand your acceptance of employment with SeeBeyond Technology Corporation (“SeeBeyond”or the “Company”) in the position of President & Chief OperatingOfficer.  This position reports to me.

 

Our compensation offer to you includes:

 

•                  $41,666.67 monthly as a base salary,

•                  An annualized bonus of up to $250,000.00 forattainment of 100% of objectives (to be mutually agreed upon and memorializedin writing by and between you and SeeBeyond on or before August 15, 2003) underthe provisions of SeeBeyond’s Incentive Compensation Plan, and

•                  A grant on your hire date of 800,000 share optionsof SeeBeyond common stock with a grant price equal to the closing price on yourday of hire.  Subject to your continuedemployment, fifty-thousand of the share options will vest at the end of eachcalendar quarter during the first year of your employment and, beginning at thesecond annual anniversary of your employment start date, 200,000 share optionswill vest on each such annual anniversary.

 

In addition to the vesting described above, in the event of a Change ofControl (i) within your first six (6) months of employment, twenty five percent(25%) of the unvested portion of any outstanding stock options granted underSeeBeyond’s stock option plan you hold shall vest and become exercisable; and(ii) after six (6) months of employment, fifty percent (50%) of the unvestedportion of any outstanding stock options granted under SeeBeyond’s stock optionplan you hold shall vest and become exercisable.

 

•                  Change of Control is defined as a merger or consolidation of theCompany with any other corporation, other than a merger or consolidation whichwould result in the voting securities of the Company outstanding immediatelyprior thereto continuing to represent (either by remaining outstanding or bybeing converted into voting securities of the surviving entity) at least fiftypercent (50%) of the total voting power represented by the voting securities ofthe Company or such surviving entity outstanding immediately after such mergeror consolidation.  Any transaction for thepurpose of providing capital financing to SeeBeyond shall not constitute aChange of Control.

 

If you are terminated without Cause, you will be entitled to a severancepayment as follows:  twelve (12) monthsbase salary, payable in equal monthly installments over a twelve (12) monthperiod (the “Severance Period”).  Suchpayments will be subject to standard withholdings and any other deductionswhich are required by law.  In addition,such payments are expressly conditioned upon a signed general Release, and anagreement to not compete with SeeBeyond or to solicit any employees during theSeverance Period.

 

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•                  Cause shall mean the occurrence of any of the followingevents:  (i) your willful materialviolation 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) anywillful perpetration by you of an act involving moral turpitude or common lawfraud 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 anemployee; (v) any violation of the “Behavior’s at Work” set forth in theCompany’s employee manual, as in effect from time to time; or (vi) any willfulmisconduct by you that is materially injurious to the financial condition orbusiness reputation of, or is otherwise materially injurious to, the Company.

 

In addition to salary, you are eligible forour 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 totime.

 

On your first day of work, scheduled forJuly 23, 2003, you must complete an I-9 form and provide us with documentsproving both your identity and your legal right to work in the United States.You will also be required to sign our Employment Agreement, Computer CodeAgreement, an indemnification agreement and other appropriate documents.

 

Carv, we are delighted to have you join ourteam 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 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 ofthe State of California, notwithstanding the conflict of law principles in suchjurisdiction.

 

In the event any provision herein becomes oris declared by a court of competent jurisdiction to be illegal, unenforceableor void, this letter shall continue in full force and effect without suchprovision.  This letter, along with thedocuments referenced herein, represent the entire agreement and understandingbetween you and the Company concerning your employment relationship with theCompany.

 

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

 
| Sincerely yours,            |
|-----------------------------|
|                        |
| */s/  James T. Demetriades* |   |
|                        |
| James T. Demetriades        |
| Chief Executive Officer     |
|                        |
|                        | I accept the offer of  employment as outlined in this letter. |
|                        |   |
|                        |   |
|                        | */s/ H.  Carvel Moore* |   |
|                        | H. Carvel Moore |
|                             |  |  |  |

 

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