exv10w30



 






Exhibit 10.30




INFORMATICA CORPORATION



CLIVE HARRISON SEVERANCE AGREEMENT AND MUTUAL RELEASE



     This Severance Agreement and Release (“Agreement”) is made by and between Informatica
Corporation (the “Company”), and Clive Harrison (“Executive”).



     WHEREAS, Executive was employed by the Company as its Executive Vice President of Worldwide
Field Operations;



     WHEREAS, Executive has resigned from such position, and




     WHEREAS, the Executive agrees to release the Company other from any claims arising from or
related to Executive’s service relationship;



     NOW THEREFORE, in consideration of the mutual promises made herein, the Company and Executive
(collectively referred to as “the Parties”) hereby agree as follows:



     1. Resignation of Employment. Executive hereby acknowledges resignation of his
employment effective upon March 31, 2004 (the “Resignation Date”).



     2. Payment of Salary. Executive acknowledges and represents that the Company has paid
all salary, wages, accrued vacation and any and all other benefits due to Executive as of the
Resignation Date.



     3. Consideration. As consideration for Executive entering into this Agreement, the
Company agrees to provide Executive with the following benefits:



          (a) Lump-Sum Salary Payment. A lump-sum payment equal to four (4) months’ of
Executive’s annual base salary, specifically $83,333.33, less applicable withholding.



          (b) Stock Option Accelerated Vesting. All of Executive’s outstanding Company
options (the “Options) shall, on the Effective Date, have their vesting accelerated as to six (6)
months’ additional vesting. To the extent not vested on the Effective Date and after such
acceleration, the Options shall terminate and become without further force and effect. Following
the Resignation Date, Executive shall have ninety (90) days, as specified in his individual option
agreements, to exercise any vested options, after which such Options shall, to the extent
unexercised, become without further force and effect.



     4. Mutual Release of Claims. Executive agrees that the foregoing consideration
represents settlement in full of all outstanding obligations owed to Executive by the Company.
Executive and the Company, on behalf of themselves and their respective heirs, executors, officers,
directors, employees, investors, shareholders, administrators, predecessor and successor
corporations, and assigns, hereby fully and forever release each other and their respective heirs,
executors, officers, directors, employees, investors, shareholders, administrators, predecessor and
successor



 









 







corporations, and assigns of and from any claim, duty, obligation or cause of action relating
to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that any
of them may possess arising from any omissions, acts or facts that have occurred up until and
including the effective date of this Agreement including, without limitation,



          (a) any and all claims relating to or arising from Executive’s employment relationship with
the Company and the termination of that relationship;



          (b) any and all claims relating to, or arising from, Executive’s right to purchase, or actual
purchase of shares of stock of the Company;



          (c) any and all claims for wrongful discharge of employment; breach of contract, both express
and implied; breach of a covenant of good faith and fair dealing, both express and implied;
negligent or intentional infliction of emotional distress; negligent or intentional
misrepresentation; negligent or intentional interference with contract or prospective economic
advantage; and defamation;



          (d) any and all claims for violation of any federal, state or municipal statute, including,
but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, and the
California Fair Employment and Housing Act;



          (e) any and all claims arising out of any other laws and regulations relating to employment or
employment discrimination; and



          (f) any and all claims for attorneys’ fees and costs.


The Company and Executive agree that the release set forth in this section shall be and remain in
effect in all respects as a complete general release as to the matters released. This release does
not extend to any obligations incurred under this Agreement.




     The parties acknowledge that they have been advised by legal counsel and are familiar with the
provisions of California Civil Code Section 1542, which provides as follows:




A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.



     The parties, being aware of said Code Section, agrees to expressly waive any rights they may
have thereunder, as well as under any other statute or common law principles of similar effect.



     5. Return of Company Property. Executive agrees to return all Company property,
including all computing equipment, to the Company upon the effectiveness of this Agreement.



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     6. Indemnification. Executive shall be entitled to indemnification, in accordance
with the applicable provisions of the Company’s articles of incorporation and bylaws (or, if
greater indemnification rights are provided thereby, to the fullest extent allowed by law), and
under any applicable policy of insurance secured by the Company, against expense, liability and
loss that Executive may incur by reason of any demand, claim, action, suit or proceeding arising
from or relating to the performance of Executive’s duties as an officer or director of the Company
or any of its subsidiaries.



     7. Mutual Non-Disparagement. The Company agrees that its executive officers will
refrain from any disparagement, criticism, defamation, slander of Executive, or tortious
interference with the contracts and relationships of the Executive. Executive agrees to refrain
from any disparagement, criticism, defamation, slander of the Company or its employees, or tortious
interference with the contracts and relationships of the Company. The foregoing restrictions will
not apply to any statements that are made truthfully in response to a subpoena or other compulsory
legal process.



     8. Non-Solicitation. In consideration for the severance benefits Executive is to
receive herein Executive agrees that he will not, at any time during the twelve months following
his Resignation Date, directly solicit or cause any other individual or entity to directly solicit,
any individuals to leave the Company’s employ for any reason or interfere in any other manner with
the employment relationships at the time existing between the Company and its then current
employees. The foregoing restrictions will not apply to any general advertisements or
solicitations that are published in a publicly available medium.



     9. Tax Consequences. The Company makes no representations or warranties with respect
to the tax consequences of the payment of any sums or provision of any benefits, accelerated
vesting or extension of the post-termination exercisability period of the Options to Executive
under the terms of this Agreement. The Company will withhold sums from Executive’s compensation
hereunder sufficient to satisfy the Company’s withholding obligations. Executive agrees and
understands that he is responsible for payment, if any, of his portion (but not any employer
portion) of the local, state and/or federal taxes on the sums paid hereunder by the Company and any
penalties or assessments thereon.



     10. No Admission of Liability. No action taken by the Parties hereto, or either of
them, either previously or in connection with this Agreement shall be deemed or construed to be (a)
an admission of the truth or falsity of any claims heretofore made or (b) an acknowledgment or
admission by either party of any fault or liability whatsoever to the other party or to any third
party.



     11. Costs. The Parties shall each bear their own costs, expert fees, attorneys’ fees
and other fees incurred in connection with this Agreement.



     12. Arbitration and Equitable Relief.



          (a) The parties hereto agree that, to the extent permitted by law, any dispute or controversy
arising out of, relating to, or in connection with this Agreement, or the interpretation,



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validity, construction, performance, breach, or termination thereof shall be settled by
arbitration to be held in San Mateo County, California, in accordance with the National Rules for
the Resolution of Employment Disputes then in effect of the American Arbitration Association (the
“Rules”). The arbitrator may grant injunctions or other relief in such dispute or controversy.
The decision of the arbitrator shall be final, conclusive and binding on the parties to the
arbitration. Judgment may be entered on the arbitrator’s decision in any court having
jurisdiction.



          (b) The arbitrator shall apply California law to the merits of any dispute or claim, without
reference to rules of conflict of law. The arbitration proceedings shall be governed by federal
arbitration law and by the Rules, without reference to state arbitration law. The parties hereto
hereby expressly consent to the personal jurisdiction of the state and federal courts located in
California for any action or proceeding arising from or relating to this Agreement and/or relating
to any arbitration in which the parties are participants.



          (c) The Company will pay the costs and expenses of such arbitration, and each party shall pay
its own counsel fees and expenses incurred in connection with such arbitration.



          (d) THE PARTIES HERETO HAVE READ AND UNDERSTAND SECTION 12, WHICH DISCUSSES ARBITRATION. THE
PARTIES HERETO UNDERSTAND THAT BY SIGNING THIS AGREEMENT, THEY AGREE, TO THE EXTENT PERMITTED BY
LAW, TO SUBMIT ANY FUTURE CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT,
OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH, OR TERMINATION THEREOF TO
BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF THEIR RIGHT TO A JURY
TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE
EMPLOYER/EMPLOYEE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO, THE FOLLOWING CLAIMS:



               (i) ANY AND ALL CLAIMS FOR WRONGFUL DISCHARGE OF EMPLOYMENT; BREACH OF CONTRACT, BOTH EXPRESS
AND IMPLIED; BREACH OF THE COVENANT OF GOOD FAITH AND FAIR DEALING, BOTH EXPRESS AND IMPLIED;
NEGLIGENT OR INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS; NEGLIGENT OR INTENTIONAL
MISREPRESENTATION; NEGLIGENT OR INTENTIONAL INTERFERENCE WITH CONTRACT OR PROSPECTIVE ECONOMIC
ADVANTAGE; AND DEFAMATION.



               (ii) ANY AND ALL CLAIMS FOR VIOLATION OF ANY FEDERAL STATE OR MUNICIPAL STATUTE, INCLUDING,
BUT NOT LIMITED TO, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE CIVIL RIGHTS ACT OF 1991, THE
AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE FAIR
LABOR STANDARDS ACT, THE CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, AND LABOR CODE SECTION 201, et
seq;



               (iii) ANY AND ALL CLAIMS ARISING OUT OF ANY OTHER LAWS AND REGULATIONS RELATING TO EMPLOYMENT
OR EMPLOYMENT DISCRIMINATION.



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     13. Authority. The Company represents and warrants that the undersigned has the
authority to act on behalf of the Company and to bind the Company and all who may claim through it
to the terms and conditions of this Agreement. Executive represents and warrants that he has the
capacity to act on his own behalf and on behalf of all who might claim through him to bind them to
the terms and conditions of this Agreement.



     14. No Representations. Each party represents that it has had the opportunity to
consult with an attorney, and has carefully read and understands the scope and effect of the
provisions of this Agreement. Neither party has relied upon any representations or statements made
by the other party hereto which are not specifically set forth in this Agreement.



     15. Severability. In the event that any provision hereof becomes or is declared by a
court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue
in full force and effect without said provision.



     16. Entire Agreement. This Agreement along with the previously executed Employee
Proprietary Information and Inventions Agreement and any applicable stock option agreements between
the parties (as modified in Section 3 above) represent the entire agreement and understanding
between the Company and Executive concerning Executive’s employment transition and eventual
separation from the Company, and supersedes, replaces and fully discharges all obligations under
any and all prior agreements and understandings concerning Executive’s relationship with the
Company and his compensation by the Company.



     17. No Oral Modification. This Agreement may only be amended in writing signed by
Executive and the Company’s Chief Executive Officer or Chief Financial Officer.



     18. Effective Date. This Agreement is effective as of the Date that it has been
signed by both parties.



     19. Counterparts. This Agreement may be executed in counterparts, and each
counterpart shall have the same force and effect as an original and shall constitute an effective,
binding agreement on the part of each of the undersigned.



     20. Cooperation with the Company. Executive agrees to cooperate fully with the
Company in the transition of his duties, including but not limited to, responding to reasonable
requests from the Company’s Chairman of the Board, Chief Financial Officer or the Company’s legal
counsel in connection with any and all existing or future litigation or procedures to perfect the
Company’s intellectual property rights. The Executive also agrees to furnish upon reasonable
request, information necessary in order to assist Company in meeting Company’s reporting
requirements and Executive’s continuing Section 16 reporting obligations on a timely manner and as
prescribed by the then current SEC and/or NASDAQ rules. Executive understands that he remains
subject to the SEC and NASDAQ prohibitions on insider trading even after the Resignation Date. The
Executive and Company shall enter into a separate Consulting Services Agreement, to be approved by
both parties, for consulting services to be provided by Executive during the period from April 1,
2004 through May 31, 2004.



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     21. Public Communication of Executive’s Separation from Company. Company shall issue
a press release and a general Company employee communication following Executive’s resignation,
announcing Executive’s departure from the Company.



     22. Voluntary Execution of Agreement. This Agreement is executed voluntarily and
without any duress or undue influence on the part or behalf of the Parties hereto, with the full
intent of releasing all claims. The Parties acknowledge that:



          (a) They have read this Agreement;



          (b) They have been represented in the preparation, negotiation, and execution of this
Agreement by legal counsel of their own choice or that they have voluntarily declined to seek such
counsel;



          (c) They understand the terms and consequences of this Agreement and of the releases it
contains;



          (d) They are fully aware of the legal and binding effect of this Agreement.



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     IN WITNESS WHEREOF, the Parties have executed this Agreement.



	 	 	 	 	 
	

	 	 	 	Informatica Corporation
	

	 	 	 	 
	

	 	 	 	/s/ Earl E. Fry                    
	

	 	 	 	 
	

	 	Date:
	 	March 31, 2004
	

	 	 	 	 
	

	 	 	 	Executive, an individual
	

	 	 	 	 
	

	 	 	 	/s/ Clive Harrison                    
	

	 	 	 	 
	

	 	Date:
	 	March 31, 2004







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