EX-10.1







EMPLOYMENT AGREEMENT



Employee Name: Jeffrey R. Rodek


Effective Date: July 1, 2006


Offer Letter Date (if any): N/A


Position (title): Executive Chairman of the Board


Supervisor (title): Board of Directors


Employment (briefly describe nature of position):


Base Salary: Four hundred thousand dollars ($400,000.00)


Bonus Percentage: Zero percent (0%)


Continuation Period: Twelve (12) months



Additional Benefits (if any):



1. Reimbursement for the reasonable and customary cost of an annual physical examination.



2. Hyperion will reimburse Employee up to $10,000 for the following reasonable financial planning
and income tax services: The financial planning and tax firm(s) of your choice (excluding
Hyperion’s external auditor) will prepare and sign the Employee’s individual income tax returns and
provide the Employee with estimated tax calculations, as well as future financial planning. In
addition, the professionals will provide the Employee with income tax projections to help Employee
develop his or her personal financial goals and strategies, including planning for the exercise
and/or sale of company stock.



3. Upon approval by the Board of Directors, Employee shall be granted the same annual equity grant
to which the non-employee members of the Board of Directors are entitled.



Additional Terms (if any):


None.



This Employment Agreement (“Agreement”) is entered into as of the effective date (“Effective Date”)
specified above, by and between Hyperion Solutions Corporation, with offices at 5450 Great America
Parkway, Santa Clara, California 95054 (“Hyperion”) and the employee (“Employee”) specified above.



1. Duties and Scope of Employment



a. Subject to the terms of this Agreement, Hyperion agrees to employ Employee in the position
(“Position”) specified in above, or in such other position as Hyperion subsequently may assign to
Employee, to perform the duties of the Position (“Employment”) specified above, or such duties as
Hyperion subsequently may assign to Employee. Employee shall report to the supervisor
(“Supervisor”) specified above, or to such other person as Hyperion subsequently may determine.



b. This Agreement shall remain in effect for the one (1) year period from the date of this
Agreement (the “Term”) unless terminated earlier pursuant to section 3 herein. After the expiration
of the Term, Employee’s employment will continue on an at-will basis, subject to the termination
provisions in section 3 herein. While employed pursuant to this Agreement, Employee shall devote
up to 50% of his time to Hyperion.



c. Employee shall comply with Hyperion’s policies and rules, as they may be in effect from time to
time, while employed pursuant to this Agreement.



d. Employee represents and warrants to Hyperion, to the best of Employee’s knowledge and belief,
that Employee is under no obligation or commitment, whether contractual or otherwise, that is
inconsistent with Employee’s obligations under this Agreement. Employee represents and warrants to
Hyperion, to the best of Employee’s knowledge and belief, that Employee’s Employment with Hyperion
will not require the use, or disclosure, of any trade secrets or other proprietary information or
intellectual property in which Employee, or any other person, has any right, title or interest, and
that Employee’s Employment by Hyperion, as contemplated by this Agreement, will not infringe or
violate the rights of any other person or entity. Employee represents and warrants to Hyperion, to
the best of Employee’s knowledge and belief, that Employee has returned all property and
confidential information belonging to any prior employer.



2. Compensation



a. Hyperion shall pay Employee, as compensation for Employee’s services, a base salary at a gross
annual rate of not less than the base salary (“Base Salary”) specified above. Such Base Salary
shall be payable in accordance with Hyperion’s standard payroll procedures. The Base Salary,
together with any increases in such compensation that Hyperion may grant from time to time, shall
be referred to as the base compensation (“Base Compensation”).



b. Employee shall be eligible to receive an annual incentive bonus (“Incentive Bonus”) with a
target amount equal to the bonus percentage (“Bonus Percentage”) specified above, of Employee’s
Base Compensation. Such bonus (if any) shall be awarded based on objective or subjective criteria
established in advance by Hyperion’s board of directors or its compensation committee. The
determinations of the board or such committee with respect to such bonus shall be final and
binding.



c. During the Term of this Agreement, Employee shall be eligible to participate in any employee
benefit plans maintained by Hyperion for similarly situated employees, subject in each case to the
generally applicable terms and conditions of the plan in question, and to the determinations of any
person or committee administering such plan. In addition to the foregoing benefits, Employee shall
be entitled to the additional benefits (“Additional Benefits”) specified above, if any.



d. During the Term of this Agreement Employee shall be authorized to incur necessary and reasonable
travel, entertainment and other business expenses in connection with Employee’s duties hereunder.
Hyperion shall reimburse Employee for such expenses upon presentation of an itemized account and
appropriate supporting documentation, all in accordance with Hyperion’s generally applicable
policies. Any single expenditure in excess of ten thousand dollars ($10,000.00) shall require the
prior approval of Hyperion’s Chief Executive Officer, President or Chief Financial Officer.



3. Termination



a. Hyperion may terminate Employee’s Employment at any time and for any reason (or no reason), and
with or without cause, by giving Employee thirty (30) days advance written notice.



b. Hyperion may also terminate Employee’s Employment due to Employee’s permanent disability, by
giving Employee notice in writing. Permanent disability shall mean that Employee, at the time
notice is given, has failed to perform Employee’s duties under this Agreement for ninety (90) days
during any twelve (12) month period, as the result of Employee’s incapacity due to physical or
mental injury, disability or illness, and which Hyperion is unable to accommodate reasonably
without undue hardship. Employee’s Employment shall terminate automatically in the event of
Employee’s death.



c. Unless otherwise provided for herein, upon the termination of Employee’s Employment pursuant to
this section, Employee shall only be entitled to the compensation, benefits and reimbursements
described in section 2 for the period preceding the effective date of the termination. The
payments under this Agreement shall fully discharge all responsibilities of Hyperion to Employee.
The termination of this Agreement shall not limit or otherwise affect Employee’s obligations under
section 4.



d. Any other provision of this Agreement notwithstanding, subsections e and f, below, shall not
apply unless Employee has executed a general release (in a form prescribed by Hyperion, such as the
current Termination Release Agreement available from the Hyperion legal department) of all known
and unknown claims that Employee may then have against Hyperion or persons affiliated with
Hyperion. Such release shall include, among other things, an agreement not to prosecute any legal
action or other proceeding based upon any of such claims. Employee acknowledges that such release
may provide that in the event of a breach by Employee of the terms of the release, or of Employee’s
obligations under section 4 hereof, Hyperion shall be entitled to recover from Employee all amounts
paid under subsections e and f of this section, as well as all litigation costs (including
attorneys’ fees and expenses) incurred by Hyperion in connection with such breach, subject to
applicable law.



e. If:




i. Hyperion terminates Employee’s Employment for any reason other than permanent disability,
or cause, as defined below, or,




	 	ii.	 	Hyperion was subject to a change in ownership and/or control, as defined below,
while Employee was employed pursuant to this Agreement and:






1/ Hyperion terminates Employee’s Employment for any reason other than permanent
disability, or cause, as defined below, within three (3) months prior to, or within
twelve (12) months thereafter, such a change in ownership and/or control, or




2/ Employee resigns for good reason, as defined below, within twelve (12) months
thereafter such, a change in ownership and/or control;



then, for the continuation period (“Continuation Period”) specified above, following Employee’s
termination, Hyperion shall pay Employee Employee’s Base Compensation, at the rate in effect at the
time of the termination of Employment in accordance with Hyperion’s standard payroll procedures, a
prorated bonus (at the Employee’s target bonus rate) through the effective date of the termination
paid in a lump sum cash payment as soon as practicable after the Employee’s termination, and
continue the coverage of Employee, and Employee’s dependents (if applicable), under the health
benefit plans in effect at the time of the termination. To the extent that such plans or the
insurance contracts or provider agreements associated with such plans do not permit the extension
of Employee’s coverage following the termination of Employee’s active employment, Hyperion shall
pay Employee cash in an amount equal to the cost to Hyperion of the coverage that cannot be
provided paid in a lump sum cash payment as soon as practicable after the Employee’s termination.
Upon a termination as defined in this subsection 3(e)(ii), all of Employee’s unvested stock
options, restricted stock, restricted stock units, or other similar forms of equity compensation,
shall immediately vest or otherwise become fully available to the Employee. To the extent required
by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), any payments
otherwise due under this section within the six (6) month period following Employee’s termination
shall be paid to you in a single lump sum cash payment on the first payroll date that occurs on or
after the 6th month anniversary of Employee’s termination.



f. Termination for cause means:




i. Employee’s failure to perform, in a material fashion, one or more reasonable and lawful
duties assigned to Employee by Hyperion, if such failure continues for seven (7) days or
more after Hyperion has given Employee written notice describing such failure and advising
Employee of the consequences of such failure under this Agreement, provided that such notice
shall be required only with respect to the first such failure;




ii. Employee’s material misconduct relating to Hyperion’s affairs, if such misconduct
continues for seven (7) days or more after Hyperion has given Employee written notice
describing such misconduct and advising Employee of the consequences of such misconduct
under this Agreement, provided that such notice shall be required only with respect to the
first occurrence of such misconduct, provided further there shall be no requirement that the
misconduct continue for seven (7) days or more with respect to acts for which an employee’s
employment is specifically terminable under Hyperion’s policies and procedures applicable to
all employees;




iii. Employee’s conviction of, or a plea of guilty or no contest to, a felony, or a
misdemeanor which calls into question Employee’s honesty, under the laws of any country,
including the United States, or any state thereof;




iv. any breach of this Agreement or the employee agreement, relating to confidential
information and intellectual property rights, between Employee and Hyperion;




v. threats or acts, of violence or harassment, directed at any present, former or
prospective employee, independent contractor, vendor, customer or business partner of
Hyperion; or




vi. fraud or embezzlement involving the assets of Hyperion or its affiliates, customers or
suppliers.



Termination for cause hereunder shall be deemed to be termination for misconduct under Hyperion’s
stock option plans and related agreements.



g. A change in ownership and/or control means:




i. a change in ownership or control of Hyperion effected through either of the following
actions:




1. the acquisition, directly or indirectly, by any person or related group of persons
(other than Hyperion, or a person that directly or indirectly controls, is controlled
by, or is under common control with, Hyperion), of beneficial ownership (within the
meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty
percent (50%) of the total combined voting power of Hyperion’s outstanding securities
pursuant to a tender or exchange offer made directly to Hyperion’s stockholders which
the Hyperion board of directors does not recommend such stockholders to accept; or




2. a change in the composition of the board over a period of thirty-six (36)
consecutive months, or less, such that a majority of board members ceases, by reason
of one or more contested elections for board membership, to be comprised of
individuals who either have been board members continuously since the beginning of
such period, or have been elected or nominated for election as board members during
such period by at least a majority of the board members who were still in office at
the time the board approved such election or nomination; or




ii. either of the following stockholder-approved transactions to which Hyperion is a party:




1. a merger or consolidation in which securities possessing more than fifty percent
(50%) of the total combined voting power of Hyperion’s outstanding securities are
transferred to a person, or persons or entity different from the persons or entities
holding those securities immediately prior to such transaction; or




2. the sale, transfer or other disposition of all or substantially all of Hyperion’s
assets in complete liquidation or dissolution of Hyperion.



h. Good reason means:




i. a change in Employee’s position with Hyperion which materially reduces Employee’s level
of responsibility in effect immediately prior to the change of ownership and/or control;




ii. a reduction in Employee’s level of compensation (including Base Salary, benefits and
participation in corporate-performance based bonus or incentive programs) in effect
immediately prior to the change of ownership and/or control by more than fifteen percent
(15%); or




iii. a relocation of Employee’s place of employment prior to the change of


ownership and/or control by more than fifty (50) miles;



provided and only if such change, reduction or relocation is effected by Hyperion without
Employee’s consent.



4. Employee’s Covenants



a. From the Effective Date of this Agreement and continuing until the second (2nd)
anniversary of Employee’s termination, Employee shall not interfere with the business of Hyperion
by, directly or indirectly, personally or through others, soliciting or attempting to solicit, on
Employee’s own behalf or on behalf of any other person or entity, the employment of any employee of
Hyperion, or any of Hyperion’s affiliates. During this period, Employee shall not encourage or
induce, or take any action that has the effect of encouraging or inducing, any employee of
Hyperion, or any of Hyperion’s corporate affiliates, to terminate that employee’s employment.



b. The parties agree that information relating to the identities, key contact personnel,
preferences, needs and circumstances of Hyperion’s customers are trade secrets belonging to
Hyperion that are, and necessarily will be, used by Employee, during Employee’s Employment, in the
solicitation of business from Hyperion’s customers. As a result, from the Effective Date of this
Agreement and continuing until the second (2nd) anniversary of Employee’s termination,
Employee shall not, directly or indirectly, personally or through others, solicit, or attempt to
solicit (on Employee’s own behalf or on behalf of any other person or entity), the business of any
customer, or prospective customer, of Hyperion, or of any of Hyperion’s affiliates, for services or
products similar to those sold by Hyperion. Prospective customer means any person or entity whom
Employee was involved in contacting or soliciting to become a customer during the six (6) month
period prior to Employee’s termination.



c. Employee has entered into an employee agreement, relating to confidential information and
intellectual property rights, with Hyperion, which is incorporated herein by reference, and
survives the termination or expiration of this Agreement. Given the nature of Employee’s
Position, the parties agree that from Employee’s termination until the third (3rd)
anniversary of such date, it would be practically impossible for Employee to work in a position
similar to Employee’s Position with Hyperion, doing similar tasks involved with Employee’s
Employment with Hyperion, for certain companies, including their subsidiaries and affiliates, that
provide services or products that are similar to those of Hyperion, without disclosing Hyperion’s
trade secrets. A list of such companies, which may be amended from time to time by written notice
of Hyperion, is attached hereto as Schedule A.



d. Commencing on Employee’s termination and continuing thereafter, Employee shall not directly or
indirectly, personally or through others, disparage Hyperion, or any of its predecessors, any of
their products or services, any of Hyperion’s current or former officers, directors or employees,
nor make or solicit any comments, statements, or the like to the media, on the internet, or to
others that may be considered derogatory or detrimental to the good name or business reputation of
any of the foregoing parties and entities.



e. Employee acknowledges and agrees that Employee’s failure to perform any of Employee’s covenants
in this section would cause irreparable injury to Hyperion, and cause damages to Hyperion that
would be difficult or impossible to ascertain or quantify. Accordingly, without limiting any other
remedies that may be available with respect to any breach of this Agreement, Employee consents to
the entry of an injunction (without bond) to restrain any breach of this section.



f. The covenants in this section shall survive any termination or expiration of this Agreement, and
the termination of Employee’s Employment with Hyperion, for any reason.



5. General



a. Hyperion may assign its rights under this Agreement to any entity that assumes Hyperion’s
obligations hereunder in connection with any sale or transfer of all or a substantial portion of
Hyperion’s assets to such entity, and such an assignment shall be binding upon any successor
(whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or
otherwise) to all or substantially all of Hyperion’s business and/or assets. This Agreement and
all rights and obligations of Employee hereunder are personal to Employee and may not be
transferred or assigned by Employee at any time. However, subject to the forgoing and where
expressly permitted under this Agreement, all rights of Employee hereunder shall inure to the
benefit of, and be enforceable by, Employee’s personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.



b. The validity, performance and construction of this Agreement shall be governed by the laws of
the State of California, USA (excluding its conflict of laws provisions). Santa Clara County,
California shall be the appropriate venue and jurisdiction for the resolution of disputes
hereunder.



c. All notices or communications to be given under this Agreement shall be in writing and shall be
deemed delivered upon hand delivery, upon delivery by a courier service, upon acknowledged
facsimile communication, or three (3) days after deposit in the United States mail, postage
prepaid, by certified, registered or first class mail. In the case of Employee, notices shall be
addressed to Employee at the home address provided by Employee, or which Employee most recently
communicated to Hyperion in writing, and in the case of Hyperion, notices shall be addressed to its
corporate headquarters and directed to the attention of the general counsel.



d. All payments made under this Agreement shall be subject to reduction to reflect taxes or other
charges required to be withheld by law.



e. In the event that any provision of this Agreement is prohibited by any law governing its
construction, performance or enforcement, such provision shall be ineffective to the extent of such
prohibition without invalidating thereby any of the remaining provisions of the Agreement. The
captions of sections herein are intended for convenience only, and the same shall not be
interpretive of the content of such section.



f. In the event of any dispute or claim relating to or arising out of Employee’s employment
relationship with Hyperion, this Agreement, or the termination of Employee’s employment with
Hyperion, for any reason (including, but not limited to, any claims of breach of contract, wrongful
termination or age, sex, race, national origin, disability or other discrimination or harassment),
the parties agree that all such disputes shall be fully, finally and exclusively resolved by
binding arbitration to the fullest extent permitted by law. The arbitration will be conducted in
accordance with the American Arbitration Association’s “National Rules for the Resolution of
Employment Disputes” then in effect. EMPLOYEE AND HYPERION HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO
HAVE ANY AND ALL DISPUTES OR CLAIMS ADJUDICATED IN COURT OR BEFORE ANY ADMINISTRATIVE AGENCY, OR
TRIED IN COURT OR BEFORE ANY ADMINISTRATIVE AGENCY, JUDGE OR JURY.



g. The terms and conditions of this Agreement may not be superseded, modified, or amended except in
writing which states that it is such a modification, signed by Employee and an authorized officer
of Hyperion (other than Employee). No waiver by either party of any breach of, or of compliance
with, any condition or provision of this Agreement by the other party shall be considered a waiver
of any other condition or provision or of the same condition or provision at another time.



h. This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.



i. This Agreement, including any additional terms (“Additional Terms”) specified above, Schedule A,
the employee agreement (relating to confidential information and intellectual property rights) and
the offer letter with the Offer Letter Date constitute the entire agreement between the parties as
to the subject matter hereof, and supersede and replace all prior or contemporaneous agreements,
written or oral, regarding such subject matter. In the event of any conflict between the terms of
these documents, the terms of this Agreement, unless expressly provided herein, shall have
precedence. Any conflict between any Hyperion equity incentive plan and this Agreement shall be
resolved in favor of this Agreement.



Accepted and Agreed:



	 	 	 
	Hyperion Solutions Corporation	 	Employee
	By:

	 	

	signature of authorized representative

	 	signature
	 
	 	 
	printed name

	 	printed name
	 
	 	 
	title