**Exhibit 10.1**

 

**CENTRA SOFTWARE, INC.**

 

**SEVERANCE COMPENSATION AND CHANGE OF CONTROL AGREEMENT**

 

This Severance Compensation and Change of Control Agreement (the “Agreement”) is made as of the 30th day of July, 2003 by and between Centra Software, Inc., a Delaware corporation (the “Company”), and Paul R. Gudonis of Manchester-by-the-Sea,Massachusetts (the “Executive”). 

 

**WHEREAS**, theExecutive currently serves as the President and Chief Executive Officer (CEO) of the Company; and 

 

**WHEREAS**, the Company and the Executive desire to provide for severance arrangements for the Executive under certain circumstances; 

 

**NOW, THEREFORE**, in consideration of the premises and the mutualpromises hereinafter set forth, the Company and the Executive agree as follows: 

 

**1.****    Definitions****.** As used in this Agreement, the following terms shall have the following meanings: 

 

1.1.    “*Accrued Base Compensation*”: The following amounts of compensation for services rendered to the Company thathave been earned through the date of the Executive’s termination of employment but that have not been paid as of such date, including (i) Base Salary, (ii) reimbursement for reasonable and necessary business expenses incurred by the Executiveon behalf of the Company during the period ending on such date, and (iii) vacation pay; *provided*, however, that Accrued Base Compensation shall not include any amounts described in clause (i) that have been deferred pursuant to any salaryreduction or deferred compensation elections made by the Executive. 

 

1.2.    “*Accrued Incentive Compensation*” shall mean the quarterly variable bonus amount, as established by the Compensation Committee of the Company’s Board of Directors (the “CompensationCommittee”), pro-rated to the date of termination and payable only if and to the extent that the established targets for the applicable quarter were met. 

 

1.3.    “*Annual Variable Bonus*” shall mean the Executive’s target bonus amount per annum as established bythe Compensation Committee. 

 

1.4.    “*Base Salary*” shall mean the Executive’s base compensation per annum, as established by the Compensation Committee. 

 

1.5.    “*Cause*” shall mean (i) any act of personal dishonesty committed by theExecutive in connection with his responsibilities as an employee or officer of the Company and intended to result in his substantial personal enrichment, (ii) the Executive’s conviction for a felony, (iii) a willful act by the Executive whichconstitutes gross misconduct and which is injurious to the Company, or (iv) continued, intentional failure by the Executive to perform his obligations as an 

Executive of the Company for thirty (30) days after the Company has delivered to him a written demand for performancewhich specifically describes the basis for the Company’s belief that he has intentionally failed to perform such obligations (other than any such failure resulting from incapacity due to physical or mental illness or any failure after theExecutive gives notice of termination for Good Reason). 

 

1.6.    “*Change of Control*”: (i) the sale of all or substantially all of the assets or issued and outstanding capital stock of the Company, (ii) merger or consolidation involving the Company in whichstockholders of the Company immediately before such merger or consolidation do not own immediately after such merger or consolidation capital stock or other equity interests of the surviving corporation or entity representing more than fifty percentin voting power of capital stock or other equity interests of such surviving corporation or entity outstanding immediately after such merger or consolidation, or (iii) a change, without the approval of the Board of Directors, of a majority of theBoard of Directors. 

 

1.7.    “*GoodReason*”: (i) the occurrence, without the Executive’s written consent, of any of the events or circumstances set forth in clauses (a) through (h) below, and (ii) except for any event or circumstance described in clause (a) or (h) below,the Company’s failure to cure any of the same within thirty (30) days of notice by the Executive of his intention to terminate employment for Good Reason because of the event or circumstance: 

 

(a) any failure of the Company to pay or provide to the Executive any portionof the cash compensation due to Executive hereunder within seven days after notice by Executive of such failure; 

 

(b) a reduction in the Executive’s annual base salary as in effect on the date hereof and hereafter from time to time, other than a percentagereduction approved by the Compensation Committee and applicable to all senior management of the Company due to economic conditions or the Company’s financial position; 

 

(c) the assignment to the Executive of duties inconsistent in any material respect with the Executive’s position,authority or responsibilities as CEO (including status, offices, titles and reporting requirements), or any other action or omission by the Company which results in a material diminution in such position, authority or responsibilities; 

 

(d) the failure by the Company to allow Executive to participate in anyand all employee benefit plans, medical insurance plans, disability income plans, retirement plans, bonus incentive plans, and other benefit plans from time to time in effect for senior executives of the Company, subject to (i) the terms of theapplicable plan documents, (ii) generally applicable policies of the Company and (iii) the discretion of the Board of Directors of the Company or any administrative or other committee provided for in or contemplated by such plan; 

 

(e) a change by the Company in the location at which the Executive performshis principal duties for the Company to a new location that is outside a radius of 20 miles from the location of the Company as of the date hereof; 

 

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(f) the failure of any successor to the Company to assume and agree to perform this Agreement;

 

(g) any material breach by the Company of this Agreement; or

 

(h) at any time within 60 days following a Change of Control.

 

1.8    “*SeveranceCompensation*”: an amount comprised of 100% of the Annual Variable Bonus amount plus 100% of the Executive’s Base Salary, each as established by the Compensation Committee for the year in which termination occurs. 

 

**2.     Payments upon Termination.**

 

2.1.    If (i) the Company terminates theExecutive’s employment at any time other than for Cause or upon the Executive’s death, or if the Executive terminates his employment for Good Reason, the Company will pay the Executive an amount equal to 100% of his****SeveranceCompensation**,** in twelve (12) equal monthly installments in arrears, and shall also pay him, on the date of termination, his Accrued Base Compensation plus his Accrued Incentive Compensation as of the termination date. 

 

2.2.    The Company’s obligation to make thepayments under Section 2.1 above shall cease upon the Executive’s material breach of Executive’s “Employee Agreement,” as defined in Section 7 below, if such breach causes or is likely to cause material harm to the Company.

 

2.3.    If (i) the Company terminates theExecutive’s employment at any time for Cause, the Company will pay the Executive his Accrued Base Compensation through the Termination Date. 

 

2.4.    If the Company terminates the Executive’s employment upon the Executive’s death, the Company will pay theExecutive’s estate his Accrued Base Compensation plus his Accrued Incentive Compensation, payable in the manner set forth in Section 2.1 above. 

 

2.5.    Upon any termination of the Executive’s employment with the Company to which Section 2.1 applies, the Company shallmaintain the benefits that the Executive is receiving as of the termination date and shall take such measures as are permissible under its medical, life, and disability insurance and any other employee benefit plans or programs to continue coverageor reimbursement for the Executive (and the Executive’s family, if applicable) on the same terms (including any required contribution by the Executive) as immediately prior to such termination. Medical coverage under this section shall beeffected by the Executive making an election under COBRA. If it is not permissible to continue any such coverage under any such insurance plans, the Company will pay the Executive, as additional severance compensation, such amount, net of state andfederal income taxes payable by the Executive with respect thereto, as will be sufficient for the Executive to obtain such insurance coverage on an individual basis, limited to the amount payable based on the assumption that the Executive (and eachmember of the Executive’s family who is to be covered) is a “standard risk” for insurance purposes. The Company’s obligations under this Section 2.5 shall continue only for so long as the Executive is entitled to receive paymentsof Severance Compensation under Section 2.1. 

 

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**3.****    Limitation on Benefits**. It is the intention of the parties that no payments bythe Company to Executive under this Agreement or any other agreement or plan pursuant to which Executive is entitled to receive payments or benefits shall be non-deductible to the Company by reason of the operation of Section 280G of the InternalRevenue Code of 1986, as amended (the “Code”), relating to parachute payments. Accordingly, and notwithstanding any other provision of this Agreement or any such agreement or plan, if by reason of the operation of said Section 280G, anysuch payments exceed the amount which can be deducted by the Company, such payments shall be reduced to the maximum amount which can be deducted by the Company. To the extent that payments exceeding such maximum deductible amount have been made toExecutive, Executive shall refund such excess payments to the Company with interest thereon at the Applicable Federal Rate determined under Section 1274(d) of the Code, compounded annually, or at such other rate as may be required in order that nosuch payments shall be non-deductible to the Company by reason of the operation of said Section 280G. To the extent that there is more than one method of reducing the payments to bring them within the limitations of said Section 280G, then theExecutive shall be entitled to determine which method shall be followed in his sole discretion. 

 

**4.    Change of Control; Option Vesting.**

 

If a Change of Control occurs while the Executive is employed by the Company then, whether or not Executive is terminated in connection with the Change ofControl and notwithstanding any contrary or inconsistent provision of any option granted to the Executive by the Company, the unvested options held by the Executive immediately before such Change of Control shall vest upon such Change of Control.

 

**5.    No Mitigation.**

 

The Severance Compensation payable to the Executive shall not be reduced bypayments received by the Executive from a subsequent employer or otherwise. 

 

**6.    Mutual Release**. Upon any termination of the Executive’s employment with the Company in connection with which benefits are provided under Section 2.1, the Executive shall execute the Mutual Releaseattached hereto as *Exhibit A* and shall tender his resignation in writing from any position that the Executive holds as an officer or director of the Company. The Company agrees to execute such Mutual Release simultaneously. TheExecutive’s execution and delivery of such Mutual Release and such written tender of resignation shall be a condition precedent to the effectiveness of and the Company’s obligations under Section 2.1. 

 

**7.    Invention, Non-Competition and Non-Disclosure Agreement**. TheExecutive agrees that the terms of the Employee Invention, Non-Competition and Non-Disclosure Agreement (the “Employee Agreement”) attached to this Agreement as Exhibit B are incorporated into and made a part of this Agreement andsupersede any and all prior agreements and understandings between the Executive and the Company relating to the subject matter of that Agreement. 

 

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**8.    Miscellaneous.**

 

8.1    All notices under this Agreement shall be in writing and shall be delivered by hand, sent viaovernight courier, sent by facsimile, or mailed by first class certified or registered mail, return receipt requested, postage prepaid: 

 

If to Company:   Centra Software, Inc. 

                            430 Bedford Street 

                            Lexington, MA 02420 

                            Facsimile:                                        

                            Attn: Chief Financial Officer 

 

If to Executive:  Paul R. Gudonis 

                            __________________________ 

                            Manchester-by-the-Sea, Massachusetts 

                            Facsimile:                                        

 

or such other person or entity or at such other address as any party shall designate bynotice to the other parties in accordance herewith. Notices provided in accordance with this *Section 8.1* shall be deemed delivered (i) upon personal delivery with signature required, (ii) one Business Day after they have been sent to therecipient by reputable overnight courier service (charges prepaid and signature required) (iii) upon confirmation, answer back received, of successful transmission of a facsimile message containing such notice if sent between 9 a.m. and 5 p.m.,local time of the recipient, on any Business Day, and as of 9 a.m. local time of the recipient on the next Business Day if sent at any other time, or (iv) three Business Days after deposit in the mail. The term “Business Day” as used inthis *Section 8.1* shall mean any day other than Saturday, Sunday or a day on which banking institutions are not required to be open in The Commonwealth of Massachusetts. 

 

8.2    This Agreement shall be governed by, and construed and enforced in accordance with, the laws ofthe Commonwealth of Massachusetts. Any action brought by any party to this Agreement shall be brought and maintained in a court of competent jurisdiction in Middlesex or Suffolk Counties in the Commonwealth of Massachusetts, and each party herebyconsents to the jurisdiction of such courts. 

 

8.2    This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, legal representatives, successors and assigns. 

 

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8.3    This Agreement may be amended, modified or supplemented, and any obligationhereunder may be waived, only by a written instrument executed by the parties hereto. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate as a waiver of any subsequent breach. No failure on the part of anyparty to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy by such party preclude any other or further exercise thereof or theexercise of any other right or remedy. All rights and remedies hereunder are cumulative and are in addition to all other rights and remedies provided by law, agreement or otherwise. 

 

8.4    This Agreement constitutes the entire agreement between the parties and terminates and supersedesany and all prior agreements and understandings (whether written or oral) between the parties with respect to the subject matter of this Agreement. The Executive acknowledges and agrees that neither the Company, nor anyone acting on its behalf hasmade, and in executing this Agreement the Executive has not relied upon, any representations, promises, or inducements except to the extent the same is expressly set forth herein. 

 

**IN WITNESS WHEREOF**, the parties hereto have executed this Agreement effective as of the date first written above.

 

CENTRA SOFTWARE, INC. 

 

By:    /s/    LEONNAVICKAS                        

Leon Navickas, Chief Executive Officer 

duly authorized by the Board of Directors 

 

/s/    PAUL R.GUDONIS                            

Paul R. Gudonis 

 

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**Exhibit A**

 

**Mutual Release**

 

(a)*    By Executive*. In consideration of the undertakings by Centra Software, Inc. (“the Company”) set forth in theSeverance Compensation and Change of Control Agreement with the undersigned (“the Executive”) dated July 30, 2003, relating to severance compensation and related matters, to which this Mutual Release is attached as an exhibit (“theSeverance Agreement”) and for other good and valuable consideration, the receipt of which is hereby acknowledged, Executive, on behalf of himself, his successors, heirs, administrators, executors, assigns, agents, representatives, and all thosein privity with him, releases and forever discharges the Company, all of its present and former officers, directors, employees, servants, agents, representatives, successors, assigns, and beneficiaries, (collectively, the “the CompanyReleases”), of and from any and all claims, charges, complaints, causes of action, demands, obligations, liabilities, damages, attorneys fees, expenses, and costs of any kind which Executive now has or ever had arising out of, based on, orconnected with his employment by the Company, including but not limited to any causes of action or claims arising under or based on the National Labor Relations Act, as amended; the Civil Rights Act of 1886, 42 U.S.C. § 1981; Section 2 of theCivil Rights Act of 1871, 42 U.S.C. § 1985(c); Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000a et seq., as amended by the Equal Employment Opportunity Act of 1972, 42 U.S.C. § 2000e et seq. and the Civil Rights Act of1991, 42 U.S.C. § 1981a et seq.; the Equal Pay Act of 1963, 29 U.S.C. §206(d); the Rehabilitation Act of 1973, as amended by the Americans With Disabilities Act and the 1991 Civil Rights Act, 29 U.S.C. §§ 706(8), 791, 793, 794,794a; the Americans with Disabilities Act of 1990, as amended by the Civil Rights Act of 1991, 42 U.S.C. § 12101 et seq.; the Age Discrimination in Employment Act (“ADEA”) of 1967, 29 U.S.C. § 621 et seq.; Executive Order No.11246, 3 C.F.R. 1964, reprinted as amended in 42 U.S.C. § 2000e; Massachusetts General Laws chapter 151B; Massachusetts General Laws chapter 31; and any other state, federal or municipal equal employment opportunity law, statute, public policy,order, ordinance, or regulation, and any other federal or state law, statute, order, public policy, or regulation affecting or relating to the claims or rights of employees, and any and all actions and claims of whatever nature in tort, contract, orarbitration, judicial or quasi-judicial, and any claims or suits relating to the breach of an oral or written contract, misrepresentation, defamation, interference with prospective economic advantage, interference with contract, intentional andnegligent infliction of emotional distress, negligence, breach of the covenant of good faith, and fraud which Executive had, now has, or claimed to have, known or unknown, against the Company Releases; *provided*, *however*, the foregoingrelease shall not relate to obligations of the Company arising under (i) the Severance Agreement, (ii) any option granted by the Company to the Executive, (iii) the 401(k) plan of the Company and the agreements thereunder or (iv) any statute, by-lawor insurance agreement providing indemnification rights to Executive in connection with his services as a director and officer of the Company. 

 

(b)    *By the Company*. In consideration of the undertakings by Executive set forth above, and for other good and valuableconsideration, the receipt of which is hereby acknowledged, the Company, on behalf of itself, its directors, officers, employees, successors, assigns, agents, representatives, and all those in privity with it, releases and forever dischargesExecutive, all of his agents, representatives, successors, assigns, and beneficiaries, (collectively, the “Executive Releases”), of and from any and all claims, charges, complaints, causes of action, 

 

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demands, obligations, liabilities, damages, attorneys fees, expenses, and costs of any kind which the Company now has orever had arising out of, based on, or connected with Executive’s service as a director, officer and employee of the Company, and any and all actions and claims of whatever nature in tort, contract, or arbitration, judicial or quasi-judicial,and any claims or suits relating to the breach of an oral or written contract, misrepresentation, defamation, interference with prospective economic advantage, interference with contract, intentional and negligent infliction of emotional distress,negligence, breach of the covenant of good faith, and fraud which the Company had, now has, or claimed to have, known or unknown, against the Executive Releases; *provided*, *however*, the foregoing release shall not relate to obligationsof Executive (i) arising under the Severance Agreement, (including the invention, non-competition and non-disclosure agreement set forth as Exhibit B to the Severance Agreement, or (iii) under any option granted by the Company to the Executive.

 

CENTRA SOFTWARE, INC. 

 

By:    /s/    LEONNAVICKAS                        

duly authorized by the Board of Directors 

Leon Navickas 

 

/s/    PAUL R.GUDONIS                                

Paul R. Gudonis 

 

Dated: July 30, 2003 

 

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**Exhibit B**

 

**EMPLOYEE’S INVENTION, NON-COMPETITION AND**

**NON-DISCLOSURE AGREEMENT**

 

In consideration of my employment or continued employment, and of the compensation to be paid to me therefore, by Centra Software, Inc., a Delaware corporation (the “Company”), and of the salary or wages paid to me during myemployment, and in consideration of the undertakings by Centra Software, Inc. (“the Company”) set forth in the Severance Compensation and Change of Control Agreement with the undersigned (“the Executive”) dated July 30, 2003,relating to severance compensation and related matters, to which this Invention, Non-Competition and Non-Disclosure Agreement (this “Agreement”) is attached as an exhibit (“the Severance Agreement”) and for other good andvaluable consideration, the receipt of which is hereby acknowledged, I acknowledge, warrant and agree with the Company as follows: 

 

1.    *Acknowledgement of Risk to the Company*: 

 

As an employee of the Company, I will have access to Confidential Information (as hereinafter defined) and Inventions (ashereinafter defined) of the Company. I understand and agree that improper use or disclosure of such Confidential Information or Inventions would cause the Company substantial loss and damage. Accordingly, I have agreed to enter into this Agreement.

 

2.    *Agreement not to Compete with theCompany*: 

 

(a)    While employed by theCompany, and for a period of eighteen (18) months following the termination of such employment for any reason (unless such termination occurs before the first anniversary of the commencement of employment, in which case the period shall be one (1)year following such termination), I shall not participate, directly or indirectly, on my own behalf or as owner, stockholder, partner, director, officer, manager, employee, agent or consultant, in any business, firm or corporation, or business orother activity, which is in direct or indirect competition with the Company, which intends at any time to compete directly or indirectly with the Company, or which sells, licenses, leases or otherwise provides any products or services similar to anyproducts or services that are, or are proposed to be at the time of such termination, sold, licensed, leased or provided by the Company, in the United States. Notwithstanding the foregoing, I may purchase on a national securities exchange or in the“over-the-counter” market securities representing up to 5% of the combined voting power of the outstanding securities of any company whose securities are listed on such exchange or publicly traded in such market. 

 

(b)    While employed by the Company and for a period ofeighteen (18) months following the termination of such employment for any reason, I shall not, (i) directly or indirectly, request, cause, solicit or induce any other employee of, or any consultant to, or any other person who may have been employedby, the Company, or any other person who may possess Confidential Information, to perform work or services for, or to provide information to, any person or entity other than the Company, or encourage any such employee to terminate his or heremployment with the Company or (ii) hire any current employee of the Company or any former employee of the Company within 12 months of the termination of such former employee’s employment with the Company. 

 

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3.    *Definition of “Confidential Information”*: 

 

The term “Confidential Information” as used in this Agreement shallmean all trade secrets, proprietary information and other data or information (and any tangible evidence, record or representation thereof), whether prepared, conceived or developed by an employee of the Company (including myself) or received by theCompany from an outside source, which is in the possession of the Company (whether or not the property of the Company), which is maintained in secrecy or confidence by the Company or any subsidiary of the Company or which might permit the Company orany subsidiary of the Company or any of their respective customers to obtain a competitive advantage over competitors who do not have access to such trade secrets, proprietary information, or other data or information. Without limiting thegenerality of the foregoing, Confidential Information shall include: 

 

(a)    any idea, concept, invention, discovery, innovation, improvement, process, procedure, method, formula, development, computer program, training or service manual, test, test results, technical data, design,pattern, device, plan or design for new or revised products, research or other compilations or items of information, work in process, or any Invention (as hereinafter defined), or parts or elements of the foregoing, or for uses therefor and any andall revisions and improvements upon or relating to any of the foregoing, or parts or elements thereof, in each case whether or not reduced to tangible form; and 

 

(b)    the name of any past, current or prospective client, customer, supplier, employee, sales agent, consultant, or any salesplan, marketing material, plan or survey, business plan or opportunity, product or other development plan or specification, business proposal, financial record, or business record or other record or information relating to the past, present orproposed business of the Company. 

 

4.    *Unauthorized Disclosure of Confidential Information*: 

 

I shall at all times hold confidential all Confidential Information. During my employment by the Company, I shall use and disclose Confidential Information only to the extent necessary to perform my duties as anemployee of the Company and for the sole benefit of the Company, and, in any event, shall not disclose any Confidential Information to any person or entity outside the Company without the prior written direction or permission of a duly authorizedofficer of the Company. After the termination of my employment by the Company, I shall not disclose to any person or entity, or make use of, any Confidential Information without the prior written permission of a duly authorized officer of theCompany. This provision shall not apply to any Confidential Information which the Company has voluntarily disclosed to the public or which has otherwise legally entered the public domain. 

 

I understand that the Company has from time to time in its possession information which is claimed by others to beconfidential or proprietary and which the Company has agreed to keep confidential. I agree that all such information shall be Confidential Information for purposes of this Agreement. 

 

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5.    *Property of the Company*: 

 

(a)    I agree that all Confidential Information and alloriginals and all copies of all manuscripts, drawings, prints, manuals, diagrams, letters, notes, notebooks, reports, models, graphs and all other materials containing, representing, evidencing, recording, or constituting any ConfidentialInformation, however and whenever produced (whether by myself or others), shall be the sole property of the Company. 

 

(b)    I agree that any idea, concept, invention, discovery, innovation, formula, computer program or other Confidential Informationconceived, developed, or otherwise made by me, alone or jointly with others and directly relating to the Company’s present products, programs or services or to tasks assigned to me during the course of my employment, whether or not patentableor subject to copyright protection and whether or not reduced to tangible form or reduced to practice, during the period of my employment with the Company, or during the six-month period next succeeding the termination of my employment with theCompany, whether or not made during my regular working hours, and whether or not made on the Company’s premises, and whether or not disclosed by me to the Company (hereinafter collectively referred to as “Inventions”), together withall products or services which embody, emulate or employ such Invention or Confidential Information, shall be the sole property of the Company, and all copyrights, patents, patent rights, trademarks, service marks, logos, and reproduction rights to,and other proprietary rights in, such Invention or Confidential Information, whether or not patentable or copyrightable, shall belong exclusively to the Company. 

 

(c)    I hereby assign, and, to the extent any such assignment cannot be made at the present time, agreeto assign, to the Company all my right, title and interest throughout the world in and to all Inventions, and to anything tangible which evidences, incorporates, constitutes, represents or records any such Inventions. I agree that all suchInventions shall constitute works made for hire under the copyright laws of the United States and hereby assign and, to the extent any such assignment cannot be made at present, I hereby agree to assign to the Company all copyrights, patents andother proprietary rights I may have in any of such Inventions, together with the right to file for and/or own wholly without restriction United States and foreign patents, trademark registration and copyright registration and any patent, ortrademark or copyright registration issuing thereon. 

 

6.    *Employee’s Obligation to Keep Records*: 

 

I shall make and maintain adequate and current written records of all Inventions which by virtue of Section 5 are the sole property of the Company and shall disclose same fully and in writing to the Company’sPresident or other duly authorized officer immediately upon development of the same and at any time upon request. 

 

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7.    *Employee’s Obligation to Cooperate*: 

 

During and after the term of my employment by the Company, I shall execute,acknowledge, seal and deliver all documents, including, without limitation, all instruments of assignment, patent and copyright applications and supporting documentation, and perform all acts, which the Company may request to secure its rightshereunder and to carry out the intent of this Agreement. In furtherance of my undertaking in the immediately preceding sentence, I specifically agree to assist the Company, at the Company’s expense, in every proper way to obtain for its solebenefit, in any and all countries, patents, copyrights or other legal protection for all Confidential Information and Inventions, which by virtue of Section 5 hereof are the sole property of the Company and for publications pertaining to any ofthem. I shall be entitled to reasonable compensation for any material amount of time spent by me in assisting the Company, under this Section 7. 

 

8.    *Exceptions to this Agreement*: 

 

Except as set forth below, I am subject to no contractual or other restriction or obligation which will in any way limit my activities on behalf of theCompany or require me not to disclose any information or data to the Company. I further represent and warrant that I do not claim rights in, or otherwise exclude from this Agreement, any previous invention, discovery or other item of intellectualproperty except the following: 

 

(If none, please write“None”.) _________             

 

OR 

 

See attached Schedule 8 (initial) ________             

 

Notwithstanding anything in this Agreement to the contrary, my assignment andobligation to assign my rights in all inventions, discoveries or other items of intellectual property shall not extend or apply to any invention that (i) I developed entirely on my own time without using any Company equipment supplies, facilities ortrade secret information; (ii) does not relate to the Company’s business or actual or reasonably anticipated research and development; (iii) does not result from any work performed by me for the Company; (iv) is disclosed by me in writing tothe Company before I assert any rights in the same; and (v) with respect to which the Company agrees that conditions (i) through (iv) pertain and agrees to exclude from the application of this Agreement by jointly executing with me a revision to theattached Schedule 8. 

 

9.    *Terminationof Employment*: 

 

If I cease to be employed by the Companyfor any reason, or at any other time upon request of the Company, I shall return promptly any notebooks, computer programs, specifications, drawings, designs, blueprints, reproductions, sketches, notes, reports, proposals, business plans, manuals,or copies of any of them, other documents or materials, tools, equipment, or other property belonging to the Company or its customers. 

 

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If requested to do so by the Company, I agree to sign a Termination Certificate in which I confirm that Ihave complied with the requirements of the preceding paragraph and that I am aware that certain restrictions imposed upon me by this Agreement continue after termination of my employment regardless of the manner of or reasons for such termination. Iunderstand, however, that my obligations under this Agreement will continue even if I do not sign a Termination Certificate. 

 

10.    *Miscellaneous Provisions*: 

 

(a)    In the event that any provision of this Agreement shall be determined to be unenforceable by any court of competentjurisdiction by reason of its extending for too great a period of time or over too large a geographic area or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time, geographic area or range ofactivities as to which it may be enforceable. If, after application of the immediately preceding sentence, any provision of this Agreement shall be determined to be invalid, illegal or otherwise unenforceable by any court of competent jurisdiction,the validity, legality and enforceability of the other provisions of this Agreement shall not be affected thereby. Any invalid, illegal or unenforceable provision of this Agreement shall be severable, and after any such severance, all otherprovisions hereof shall remain in full force and effect. 

 

(b)    This Agreement constitutes the entire agreement and understanding between the Company and me concerning the subject matter hereof. No modification, amendment, termination or waiver of this Agreement or any of theprovisions herein contained shall be binding upon me or the Company unless made in writing and signed by a duly authorized officer of the Company. Failure of the Company to insist upon strict compliance with any of the terms, covenants or conditionshereof shall not be deemed a waiver of such terms, covenants and conditions. In the event of any inconsistency between this Agreement and any other contract between the Company and me, the provisions of this Agreement shall prevail. 

 

(c)    This Agreement shall be binding upon me regardlessof the duration of my employment by the Company, the manner of or reasons for the termination of my employment by the Company, or the amount of my salary or wages. My obligations under this Agreement shall survive the termination of my employment bythe Company regardless of the manner of or reasons for such termination and regardless of whether such termination constitutes a breach of any other agreement I may have with the Company, and shall not in any way be modified, altered or otherwiseaffected by such termination. My obligations under this Agreement shall be binding upon my heirs, legal representatives, successors and assigns, and the provisions of this Agreement shall inure to the benefit of and be binding on the legalrepresentatives, successors and assigns of the Company. 

 

(d)    I recognize and acknowledge that money damages alone would not adequately compensate the Company for breach of any of my covenants, agreements or obligations herein, and therefore I agree that in the event of thebreach or threatened breach of any such covenant, agreement or obligation, in addition to all other remedies available to the Company, at law, in equity or otherwise, the Company shall be entitled to injunctive relief compelling specific performanceof, or other compliance with, the terms hereof. All rights and remedies hereunder are cumulative and are in addition to and not exclusive of any other rights and remedies available, at law, in equity, by agreement or otherwise. 

 

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(e)    This Agreement shall be governed by, and construed and enforced in accordancewith, the substantive laws of The Commonwealth of Massachusetts without regard to its principles of conflicts of laws, and shall be deemed to be effective as of the first day of my employment by the Company. This Agreement is executed under seal.

 

/s/    PAUL R.GUDONIS                            

Paul R. Gudonis 

 

Dated: July 30, 2003 

 

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**CENTRA SOFTWARE, INC.**

 

**EMPLOYEE’S INVENTION, NON-COMPETITION AND**

**NON-DISCLOSURE AGREEMENT**

 

**Schedule 8**

 

Below setsforth all inventions, discoveries or other items of intellectual property that, (i) I developed entirely on my own time without using any Company equipment supplies, facilities or trade secret information; (ii) does not relate to the Company’sbusiness or actual or reasonably anticipated research and development; and (iii) does not result from any work performed by me for the Company: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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