EXHIBIT
10.19

     

    

     

    June 12,
2006

     

    Patricia
Szoka Morris

    [Address]

    [Address]

    


    Dear
Patricia,

     

    I am pleased to offer you
the position as Senior Vice President and Chief Financial Officer of VA Software
Corporation (“VA” or the
“Company”). In this position, you will report to me, Ali Jenab, President and
Chief Executive Officer (“CEO”).

     

    In
conjunction with this position, you will receive the following:

     

    
      	
               
      

            	
              ·

            	
              Annual
      Base Salary:
      You will receive an annual base salary of two hundred fifty
      thousand dollars ($250,000), minus required tax withholdings. Such
      compensation shall be paid bi-weekly in accordance with normal Company
      payroll practices. I am sure you recognize that the
      quotation of an annual salary rate is for purposes of communication and is
      not intended to imply a specific condition or length of
      employment.

            


    

     

    
      	
               
      

            	
              ·

            	
              Discretionary
      Bonus: Your Fiscal Year
      2006 and Fiscal Year 2007 discretionary bonus will range to fifty (50%)
      percent of your annual base salary, minus applicable withholding taxes,
      and will be based upon the respective Fiscal Year 2006 and Fiscal Year
      2007 performance objectives established by the Company’s Board of
      Directors. Your Fourth Quarter Fiscal Year 2006 discretionary bonus will
      range to the pro rata portion of your annual base salary corresponding to
      the percentage of time during which you were a Company employee, minus
      applicable withholding taxes, and will be based upon the Fourth Quarter
      Fiscal Year 2006 performance objectives approved by the Company’s Board of
      Directors. The awarding of a discretionary bonus is in recognition of
      performance and should not be construed as conferring upon you the right
      to continued employment with the Company or to a future discretionary
      bonus.

            


    

     

    
      	
               
      

            	
              ·

            	
              Stock
      Option Plan:
      The Compensation Committee of the Board of Directors has determined
      that you be granted an option to purchase four hundred thousand (400,000)
      shares of VA common stock, at an exercise price equal to the closing price
      of VA’s common stock on the Nasdaq NMS on the last trading day prior to
      the day that you commence employment at VA (your “Start
      Date”).
      Vesting will occur over forty-eight (48) months, 25% will vest after one
      (1) year from your Start Date and one forty-eighth (1/48th)
      per month thereafter. You will be responsible for any taxes associated
      with exercising these shares. The granting of stock options is wholly
      discretionary in nature, in recognition of performance or anticipated
      performance, and does not create any obligation on the part of the Company
      to maintain your employment through any part of the vesting schedule or to
      grant additional options in the
future.

            


    

     

    
      	
               
      

            	
              ·

            	
              Employee
      Benefits:
      You will receive the Company’s normal employee benefits package,
      including health insurance, dental insurance, and a 401(k) retirement
      plan. You will also receive four weeks (20 working days) of paid time off
      (PTO) per year accrued bi-weekly on the basis of your length of employment
      from your date of hire in a regular, full-time
  position.

            


    

     

    46939
Bayside Parkway Fremont, CA 94538  Tel: 510-687-7000  Fax
510-687-7155


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    Patricia
Szoka Morris

    June 12,
2006

    Page
Two

     

    At Will
Employment

     

    This
offer of employment, if accepted, does not constitute an employment contract;
your employment with VA Software is “at will” and may be
terminated by you or the Company at any time for any reason or no reason, as
permitted by law.

     

    Change of
Control

     

    In the
event of a Change of Control, you will receive six (6) month’s of Accelerated
Vesting. For purposes of this Agreement, the term “Accelerated
Vesting”
shall mean the immediate vesting of a number of shares subject to your options
with the Company (“Options”), equal to the
number of Options that would normally vest over a six (6) month period. For
purposes of this Agreement, a “Change of
Control”
shall occur upon the closing of: (i) a merger or consolidation of the Company
with or into any other corporation or other entity, or sale of all or substantially
all of the assets of the Company, unless the shareholders of the Company
immediately prior to such transaction hold at least 50% of the outstanding
equity securities of the entity surviving such merger or consolidation or the
entity purchasing such assets, or (ii) upon a sale or transfer of more than 50%
of the Company’s voting securities to a person or persons acting as a group, who
is or are not controlled directly or indirectly by the Company, in a single
transaction or series of related transitions.

     

    Entire
Agreement

     

    This
offer letter is the complete offer for employment and may not be amended or
altered in any way by oral statements, and can only be altered by a written
amendment signed by the CEO, with the concurrence of the Compensation Committee
of the Board of Directors.

     

    Effectiveness of
Offer

    This
offer shall remain in effect for five (5) days.

     

    Additional
Requirements

     

    At the
commencement of your employment, you will be required to sign VA policy
documents on a variety of topics, including confidentiality, conflict of
interest, business conduct and ethics. This offer is contingent on you
satisfactorily passing a background investigation and completion of reference
checks.

     

    The
Immigration Reform Control Act requires employers to verify eligibility of all
personnel for employment in the United States. Enclosed is the Eligibility
Verification Form (INS form I-9), which specifies which documents you are
required to produce to establish such eligibility. Please complete Part A of the
I-9 and bring it and the required documentation with you when you report for
work on your first day.

     

    At VA, we
depend on the commitment, enthusiasm and skills of our team members to lead the
Company’s growth. Each person has both the luxury and the duty to contribute to
the future success of the Company in the most meaningful way he or she can. We
therefore expect you to play a key role in the growth and success of our
business. I look forward to having you on the team and to working with you to
carry out the vision and mission of VA Software.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    Patricia
Szoka Morris

    June 12,
2006

    Page
Three

     

    Acceptance

     

    Your
signature at the bottom of this page indicates your acceptance of this offer.
Please sign both of the originals, retaining one copy for your records, and
returning one copy to me via fax (510-687-7089) and mail.

    


    
      
        
          
            
              
                	
                        Sincerely

                      	 
      	 
      
	
                        VA
      Software Corp.

                      	
                        I accept this
      offer;

                      	 
      
	 
      	 
      	 
      
	
                        

                      	
                        

                      	
                        6.13.06

                      
	
                        Ali
      Jenab

                      	
                        Patricia
      Szoka Morris

                      	
                        Date

                      
	
                        President
      & CEO

                      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                        Start Date:
      July 5, 2006