exv10w3



 






Exhibit 10.3




HYPERION SOLUTIONS CORPORATION

SANTA CLARA, CA




November 16, 2005




Mr. Burton Goldfield

Senior Vice President, Worldwide Field Operations

Hyperion Solutions Corporation




Re: Amendment of Employment Agreement




Dear Burton,




     Reference is made to your employment agreement dated January 1, 2004 (the “Original
Agreement”). As you know, the Original Agreement obligates Hyperion Solutions Corporation to
provide you with certain equity acceleration opportunities upon the occurrence of various events
should this benefit be offered to certain other employees. As you are also aware, this benefit has
in fact been offered. So, we are amending the Original Agreement to provide you with the same
benefit. All other provisions of the Original Agreement remain in effect.


The following is hereby added to the Original Agreement as Section 7:





7. Acceleration.




a. 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 if Hyperion was subject to a change in ownership
and/or control, as defined below, during the term of this Agreement and:




i. 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




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




b. For purposes of this Section 7 only, 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.





c. For purposes of this Section 7 only, 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,



2









 







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.




d. For purposes of this Section 7 only, 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.




Sincerely,




/s/Steve McMahon




Steve McMahon, Vice President, Human Resources, for

Hyperion Solutions Corporation




Acknowledged by:




	 	 	 
	/s/Burton Goldfield

 

Burton Goldfield

	 	 







3