exv10w1



 







Exhibit 10.1









Separation Agreement and General Release




This Agreement is made as of the Effective Date set forth below, between
PeopleSoft, Inc. (“PeopleSoft”) having a place of business at 4460 Hacienda
Drive, Pleasanton, California 94558 and Ram Gupta
(“Gupta”). (Also referred to
as “Parties”)



WHEREAS, the parties wish to avoid any future dispute or litigation regarding
Gupta’s employment with PeopleSoft;



NOW THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto, intending to be legally bound, agree as follows:




	1.	 	Employment. It is agreed that Gupta’s employment is terminated effective
at the end of regular business on October 11, 2004 (“Employment
Termination Date”), and Gupta hereby, renounces forever any claim related
to his employment or to the termination of his employment from PeopleSoft.
	 
	2.	 	Separation Payment, Bonus, Indemnification & Stock Rights. In return for
Gupta’s execution of this Agreement, PeopleSoft agrees that Gupta shall be
indemnified according to the terms of the attached Indemnification
Agreement, effective October 12, 2004 between Gupta and PeopleSoft, and
that Gupta will receive the following, and agrees to make the payments, as
specified below:






	 	i.	 	Separation Payment. In return for Gupta’s execution of this
Agreement, PeopleSoft agrees to pay the amount of Four Hundred
Twenty-five Thousand Dollars ($425,000.00), less deductions required by
law.
	 
	 	ii.	 	Bonus. PeopleSoft agrees to pay the amount of Four Hundred
Thousand Dollars ($400,000.00), less deductions required by law. This
amount reflects 12 months of Gupta’s target bonus pursuant to the
Company’s Executive Management Bonus Plan at Gupta’s current rate.
	 
	 	iii.	 	Restricted Stock Payout. PeopleSoft agrees to pay the amount of
One Hundred Twenty-four Thousand, One Hundred Forty-seven and
twenty-one cents ($124,147.21), less deductions required by law. This
amount reflects the current value of the 2,562 Restricted Stock Shares
subject to vest on October 30, 2004 and the 3,125 Restricted Stock
Shares subject to vest on November 5, 2004, valuing at $21.83 per
share, the closing market price on October 11, 2004, Gupta’s
termination date.
	 
	 	iv.	 	Stock Option Vesting. PeopleSoft agrees to provide credit for 12
months of employment toward vesting of stock options, granted prior to
October 11, 2004, Gupta’s termination date, unless the plan under which
the Options were granted prohibits such credit or acceleration or
provides for alternative vesting.






These payments and stock vesting rights are commensurate with PeopleSoft’s
Executive Severance Policy for Executive Vice Presidents as amended on June
17, 2004 and signed by Gupta on June 18, 2004. Payments will be made in 8
days following the execution of this Agreement provided that Gupta does not
revoke the release contained in Section 7 below.



 









 






	3.	 	COBRA. PeopleSoft agrees to pay the COBRA premium for Gupta and any
covered dependents for a period of twelve (12) months, through November
30, 2005, or until Gupta secures gainful employment, whichever occurs
first. Gupta is responsible for initiating COBRA coverage effective
November 1, 2004. Beginning December 1, 2005, Gupta will be responsible
for COBRA premiums if he wishes to continue COBRA coverage





4. Executive Career Transition Assistance. PeopleSoft agrees to pay for up to
three (3) months of executive career transition assistance to be provided by
Right Management Consultants, or a third party to be named by Gupta. Under no
conditions will Gupta receive a cash equivalent of the value of such career
transition assistance. If Gupta elects to use these services, these services
will not commence until Gupta and PeopleSoft have executed this Agreement.



5. Non-Solicitation. Gupta agrees that during the six-month period following
October 11, 2004, without the prior written consent of PeopleSoft’s General
Counsel, Gupta will not recruit or solicit any person who is an employee or
consultant of PeopleSoft as of the Effective Date, or otherwise encourage any
such person to terminate or curtail his or his employment or consulting
relationship with PeopleSoft.



6. Injunctive Relief. The remedy at law for any breach of this Agreement is
and will be inadequate, and in the event of a breach or threatened breach by
Gupta of any provision of this Agreement (including without limitation, any of
the provisions of paragraph 5), PeopleSoft shall be entitled to an injunction
restraining Gupta from violating any such provision. Nothing herein contained
shall be construed as prohibiting PeopleSoft from pursuing damages or any other
remedies available to it for such breach.



7. General Release. In return for the terms of this Agreement, the
sufficiency of which Gupta hereby acknowledges, Gupta forever fully releases,
remises, acquits and discharges PeopleSoft and its agents, officers, partners,
shareholders, directors, employees, subsidiaries, attorneys, representatives,
successors and assigns, and each of them, from any and all claims, rights,
demands, actions, obligations, liabilities, causes of action, damages, and
losses of any and every kind, nature and character known or unknown, existing,
or which could be claimed to exist as of the Effective Date, whether based on
tort, contract (express or implied) or any federal, state or local law, statute
or regulation, including without limitation, any potential claim under the Age
Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as
amended, (or any state statute providing similar protection) the Employment
Retirement Income Security Act, Older Workers Benefit Protection Act, The Fair
Employment and Housing Act, as well as any other claim, whether known or
unknown, arising from or connected in any way whatsoever with Gupta’s
employment with PeopleSoft and or termination of employment. Gupta hereby
waives all rights or benefits under all state or federal laws or regulations
that might otherwise be applicable to this release including, without
limitation, Section 1542 of the California Civil Code, which reads 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 the
settlement by the debtor.



8. Acknowledgement of Waiver of Claims Under ADEA. By this Agreement, Gupta
has been advised to consult an attorney prior to signing this waiver of his
rights, including those, if any, under the Age Discrimination in Employment Act
(“ADEA”) and the Older



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Workers Benefit Protection Act. Gupta understands that he has twenty-one (21)
calendar days in which to consider whether to sign this waiver, although he is
not required to wait twenty-one (21) calendar days before signing. Gupta
further understands that he may revoke his approval of this Agreement within
seven (7) calendar days after signing it



9. Confidential Information. Gupta shall continue to maintain the
confidentiality of all Trade Secrets of PeopleSoft and shall continue to comply
with the terms and conditions of all confidentiality agreements previously
executed by Gupta.



10. Successors, Assigns, Merger. This Agreement shall be binding upon and
shall inure to the benefit of PeopleSoft and its successors and assigns. This
Agreement shall be binding upon Gupta and shall inure to his benefit and to the
benefit of his heirs, executors, administrators and legal representatives, but
shall not be assignable by Gupta.



11. Entire Agreement. This Agreement constitutes the entire agreement between
PeopleSoft and Gupta relating to the matters provided for herein. This
Agreement supersedes and replaces any prior verbal or written agreements or
representations between the parties regarding the matters addressed herein.
This Agreement may be amended or altered only in a writing signed by PeopleSoft
and by Gupta.



12. Applicable Law. This Agreement shall be construed and interpreted in
accordance with the laws of the State of California without regard to conflicts
of law principles.



13. No Admission. It is understood and agreed that the above consideration
will be provided without any admission of liability or wrongdoing on the part
of Gupta and/or PeopleSoft.



14. Payment of Salary. Gupta acknowledges and represents that PeopleSoft has
paid all salary, wages, bonuses, commissions and all other benefits due to his
as of the date he executes this Agreement, except for the payments pursuant to
this Agreement.



15. Representations. Gupta represents that he has no lawsuits, claims or
actions pending in his name, or on behalf of any other person or entity,
against PeopleSoft or any of its employees or consultants. Gupta also
represents that he does not intend to bring any claims on his own behalf or on
behalf of any other person or entity against PeopleSoft or any of its employees
or consultants.



16. Confidentiality. Gupta agrees to maintain the confidentiality of the
existence of this Agreement, the contents and the terms of this Agreement, and
the consideration for this Agreement (hereinafter collectively referred to as
“Settlement Information”). Gupta agrees to take every reasonable precaution to
prevent disclosure of any Settlement Information and agree that they will not
initiate any publicity, directly or indirectly, concerning any Settlement
Information. Gupta agrees to take every precaution to disclose Settlement
Information only to his attorneys, accountants, his immediate family members or
others as required by law. The parties agree that the damage to either party
caused by a breach of this paragraph would be difficult to ascertain with
certainty.



17. Fees. In any action to enforce the terms of this Agreement, the
prevailing party shall be entitled to recover as damages its reasonable
attorneys’ fees and costs.



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



19. 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.



20. Counterparts. This Agreement may be executed by the parties in separate
counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute but one and the
same instrument.



21. Stay of Time. In the event either party violates the provisions of this
Agreement, the running of the time period of such provisions so violated shall
be suspended automatically and retroactively upon the date of such violation
(as subsequently determined by an arbitrator or court of competent
jurisdiction) and shall resume on the date such violation permanently ceases.



The original signed copy of this Agreement must be returned to PeopleSoft at
the following address:



PeopleSoft, Inc.

Attn: Darnelle Aynesworth, Director, Employee Relations

4500 PeopleSoft Parkway, PO Box 9020

Pleasanton, CA 94588



IN WITNESS WHEREOF, the parties have executed this Agreement effective as of
the date set forth below.



Effective Date: October 12, 2004




	 	 	 	 	 	 	 
	PEOPLESOFT, INC.	 	EMPLOYEE
	 
	 	 	 	 	 	 
	By:
	 	/s/ Darnelle Aynesworth	 	/s/ Ram Gupta	 	
	 	 	
 	 	
 
	 
	 	Director, Employee Relations	 	Ram Gupta
	 
	 	 	 	 	 	 
	

	 	 	 	Date Executed	 	October 12, 2004
	

	 	 	 	 	 	
 
	By:
	 	/s/ Monika Fahlbusch	 	 	 	 
	 	 	
 	 	 
	 
	 	Vice President, Human Resources	 	 






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