EXHIBIT 10.19


 


November 19, 2004


 


Mr. John Hulburt, CPA


180 Webster Woods Lane


North Andover, MA  01845


 


Dear John:


 


The purpose of this letter is to memorialize the terms
of your eligibility for severance with Datawatch Corporation (“the Company”) in
the event that you are involuntarily terminated by the Company without Cause
(as defined in Paragraph 3) or if you terminate your employment for Good Reason
(as defined in Paragraph 2).


 


1.             As an at-will employee, either you or the Company may
terminate your employment at any time for any or no reason with or without
notice.  Neither this letter nor its
terms constitute a contract for continued employment or a contract for a
specific term of employment.  Instead,
this letter sets forth the terms of our agreement with respect to your
eligibility for severance.


 


2.             In the event that you voluntarily terminate your
employment with the Company at your own election and without Good Reason, you
shall be entitled to no severance.  For
the purpose of this Agreement, “Good Reason” is defined as a material
diminution in the nature or scope of your responsibilities, duties or
authority; provided, however, that the transfer of certain job
responsibilities, or the assignment to others of your duties and
responsibilities while you are out of work due to a disability or on a leave of
absence for any reason, shall not constitute a material diminution in the
nature or scope of the your responsibilities, duties or authority as set forth
in this Section.


 


3.             In
the event that the Company terminates your employment for “Cause,” you shall be
entitled to no severance.  Termination by
the Company shall constitute a termination for Cause under this
Paragraph 3 if such termination is for one or more of the following
reasons:


 


(a)           the
willful and continuing failure or refusal by you to render services to the
Company in accordance with your obligations to the Company;


 


(b)           gross
negligence, dishonesty, breach of fiduciary duty or breach of the terms of any
other agreements executed in connection herewith;


 





















 


(c)           the
commission by you of an act of fraud, embezzlement or substantial disregard of
the rules or policies of the Company;


 


(d)           acts
which, in the judgment of the Board of Directors, would tend to generate
significant adverse publicity toward the Company;


 


(e)           the
commission, or plea of nolo contendere, by you of a felony; or


 


(f)            a
breach by you of the terms of the Proprietary Information and Inventions
Agreement executed by you.


 


4.             In
the event that the Company terminates your employment for any reason other than
those stated in Paragraph 3 above or if you terminate your employment for Good
Reason as defined in Paragraph 2, and you sign a comprehensive release
in the form, and of a scope, acceptable to the Company (the “Release”), the Company
will pay you severance payments in equal monthly installments at your then
monthly base salary for six months following your termination (the “Severance
Period”).  Such payments shall be made in
accordance with the Company’s customary payroll practices and shall be subject
to all applicable federal and state withholding, payroll and other taxes.


 


If you breach your post-employment obligations under
your Proprietary Information Inventions and Non-Competition Agreement, the
Company may immediately cease payment of all severance and/or benefits
described in this Agreement.  This
cessation of severance and/or benefits shall be in addition to, and not as an
alternative to, any other remedies in law or in equity available to the
Company, including the right to seek specific performance or an injunction.


 


5.             The
terms of this agreement constitute the entire understanding relating to your
employment and supersede and cancel all agreements, written or oral, made prior
to the date hereof between you and the Company relating to your employment with
the Company; provided, however, that nothing herein shall be deemed to limit or
terminate the provisions of Proprietary Information and Inventions Agreement
executed by you or in any manner alter the terms of any stock option entered
into between you and the Company.


 


6.             This
Agreement, the employment relationship contemplated herein and any claim
arising from such relationship, whether or not arising under this Agreement,
shall be governed by and construed in accordance with the internal laws of
Massachusetts, without giving effect to the principles of choice of law or
conflicts of law of Massachusetts and this Agreement shall be deemed to be
performable in Massachusetts.  Any claims
or legal actions by one party against the other arising out of the relationship
between the parties contemplated herein (whether or not arising under this
Agreement) shall be commenced or maintained in any state or federal court
located in Massachusetts, and Executive hereby submits to the jurisdiction and
venue of any such court.


 





















 


7.             No
waiver by either party of any breach by the other or any provision hereof shall
be deemed to be a waiver of any later or other breach thereof or as a waiver of
any other provision of this Agreement. 
This Agreement and its terms may not be waived, changed, discharged or
terminated orally or by any course of dealing between the parties, but only by
an instrument in writing signed by the party against whom any waiver, change,
discharge or termination is sought.  No
modification or waiver by the Company shall be effective without the consent of
the Board of Directors then in office at the time of such modification or
waiver.


 


8.             You
acknowledge that the services to be rendered by you to the Company are unique
and personal in nature.  Accordingly, you
may not assign any of your rights or delegate any of your duties or obligations
under this Agreement.  The rights and
obligations of the Company under this Agreement may be assigned by the Company
and shall inure to the benefit of, and shall be binding upon, the successors
and assigns of the Company.


 


If this letter correctly states the understanding we
have reached, please indicate your acceptance by countersigning the enclosed
copy and returning it to me.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  DATAWATCH CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
      /s/ Robert W. Hagger

  	
   

  
	
   

  	
  Robert Hagger

  
	
   

  	
  President and Chief Executive Officer

  



 


YOU REPRESENT THAT YOU HAVE READ THE FOREGOING AGREEMENT, THAT YOU
FULLY UNDERSTAND THE TERMS AND CONDITIONS OF SUCH AGREEMENT AND THAT YOU ARE
VOLUNTARILY EXECUTING THE SAME.


 


ACCEPTED:


 


	
    /s/ John J. Hulburt

  	
  11/19/2004 

  	
   

  
	
   John Hulburt

  	
  Date