CONFIDENTIAL SEPARATION AGREEMENT
AND
GENERAL RELEASE OF ALL CLAIMS 

     This
Confidential Separation Agreement and General Release of All Claims (“Separation
Agreement”) is made by and between Daegis Inc. (“Company”) and Steve
Bonham (“Employee”) with respect to the following facts: 

    
A. Employee is presently employed by Company on an at-will basis as Chief
Financial Officer.

    
B. Employee is voluntarily resigning his employment with Company
effective January 17, 2013 (“Separation Date”).

    
C. Notwithstanding the above, Company wishes to reach an amicable
separation with Employee and assist in Employee’s transition to other employment
in exchange for entering into this Separation Agreement. 

    
D. The parties desire to settle all claims and issues that have, or could
have been raised by Employee in relation to Employee’s employment with Company
and arising out of or in any way related to the acts, transactions or
occurrences between Employee and Company to date, including, but not limited to,
Employee’s employment with Company or the separation of that employment, on the
terms set forth below. 

    
THEREFORE, in consideration of the promises and mutual agreements
hereinafter set forth, it is agreed by and between the undersigned as follows:


    
1. Severance Package. In exchange for the promises set forth herein, Company
agrees to provide Employee with the following payments and benefits (“Severance
Package”), to which Employee is not otherwise entitled. Employee acknowledges
and agrees that this Severance Package constitutes adequate legal consideration
for the promises and representations made by
Employee in this Separation Agreement.


          1.1
Transition Payment. Although Employee’s employment with Company will terminate on the
Separation Date, Employee agrees to make himself reasonably available to answer
questions and provide transition assistance through February 28, 2013. In
exchange for these limited transition services, Employee will receive Employee’s
current base salary for this period of twenty six thousand three hundred ninety
four dollars and twenty four cents ($26,394.24) paid out in accordance with
Company’s regular payroll process, beginning on the first regular pay day
following the Effective Date of this Separation Agreement, as described below in
paragraph 11.2, less all appropriate federal and state income and employment
taxes (“Transition Payment”).

          1.2
Severance Payment. Company agrees to provide Employee with a severance payment equal to
eight (8) months of Employee’s current base salary, one hundred fifty thousand
Dollars ($150,000), less all appropriate federal and state income and employment
taxes (“Severance Payment”). The Severance Payment will be paid out in equal
installments over an eight (8) month period, in accordance with Company’s
regular payroll process, beginning on the later of (a) the first regular pay day
following the Effective Date of this Separation
Agreement, as described below in paragraph 11.2, or (b) Company’s first regular
pay day occurring in March 2013.

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          1.3 Continuation of Group
Health Benefits. Company agrees to pay the premiums
required to continue Employee’s group health care coverage, including medical,
dental and vision through October 2013, under the applicable provisions of the
Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that
Employee elects to continue and remains eligible for these benefits under COBRA
and does not become eligible for health care coverage through another employer
during this period. 

          1.4
Transfer of Employee’s Cellular
Telephone. Company agrees to transfer to
Employee the ownership of the cell phone (“Equipment”) issued to Employee by
Company during Employee’s employment. Provided, however, Employee shall
immediately return the Equipment to Company and allow Company to and remove all
Company information from the Equipment. 

    
2. General Release. 

          2.1
Employee unconditionally, irrevocably and absolutely releases and discharges
Company, and any parent or subsidiary corporations, divisions or affiliated
corporations, partnerships or other affiliated entities of the foregoing, past
and present, as well as their respective employees, officers, directors,
shareholders, agents, successors and assigns (collectively, “Released Parties”),
from all claims related in any way to the transactions or occurrences between
them to date, to the fullest extent permitted by law, including, but not limited
to, Employee’s employment with Company, the termination of Employee’s
employment, and all other losses, liabilities, claims, charges, demands and
causes of action, known or unknown, suspected or unsuspected, arising directly
or indirectly out of or in any way connected with Employee’s employment with the
Company, and the termination of employment with the Company. This release is
intended to have the broadest possible application and includes, but is not
limited to, any tort, contract, common law, constitutional or other statutory
claims, including, as applicable, but not limited to alleged violations of the
California Labor Code, the California Fair Employment and Housing Act, Title VII
of the Civil Rights Act of 1964, the Family Medical Leave Act, the California
Family Rights Act, the Americans with Disabilities Act, the Age Discrimination
in Employment Act of 1967, as amended, and all claims for attorneys’ fees, costs
and expenses. For a period of one year from the Separation Date, Employee will
remain indemnified under the Company’s officer indemnification policy and as a
covered officer under the Company’s D&O insurance policy. 

          2.2
Employee expressly waives Employee’s right to recovery of any type, including
damages or reinstatement, in any administrative or court action, whether state
or federal, and whether brought by Employee or on Employee’s behalf, related in
any way to the matters released herein.

          2.3 The
parties acknowledge that this general release is not intended to bar any claims
that, by statute, may not be waived, such as Employee’s right to file a charge
with the National Labor Relations Board or Equal Employment Opportunity
Commission and other similar government agencies, claims for statutory
indemnity, workers’ compensation benefits or unemployment insurance benefits, as
applicable, and any challenge to the validity of Employee’s release of claims
under the Age Discrimination in Employment Act of 1967, as amended, as set forth
in this Separation Agreement.

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          2.4 Employee acknowledges that Employee may discover facts or
law different from, or in addition to, the facts or law that Employee knows or
believes to be true with respect to the claims released in this Separation
Agreement and agrees, nonetheless, that this Separation Agreement and the
release contained in it shall be and remain effective in all respects
notwithstanding such different or additional facts or the discovery of them.


          2.5
Employee declares and represents that Employee intends this Separation Agreement
to be complete and not subject to any claim of mistake, and that the release
herein expresses a full and complete release and Employee intends the release
herein to be final and complete. Employee executes this release with the full
knowledge that this release covers all possible claims against the Released
Parties, to the fullest extent permitted by law.

     3. California Civil Code Section 1542 Waiver. Employee expressly acknowledges and agrees that all rights under
Section 1542 of the California Civil Code are expressly waived. That section
provides: 

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


Employee waives any right which
Employee has or may have under 1542 to the full extent Employee may lawfully
waive such rights pertaining to this general release of claims. 

     4. Representation Concerning Filing of Legal Actions. Employee represents that, as of the date of this Separation
Agreement, Employee has not filed any lawsuits, charges, complaints, petitions,
claims or other accusatory pleadings against Company or any of the other
Released Parties in any court or with any governmental agency, related to the
matters released in this Separation Agreement. 

     5. Resignation of Employment. Employee
agrees to resign his employment and position with Company effective as of the
Separation Date and to execute and return all documentation necessary to
effectuate such resignation, including a formal letter of resignation.


     6. Nondisparagement. Both parties agree
that they will not make any voluntary statements, written or oral, or cause or
encourage others to make any such statements that defame, disparage or in any
way criticize the personal and/or business reputations, practices or conduct of
each other or any of the other Released Parties. 

     7. Return of Company Property. Employee
understands and agrees that as a condition of receiving the Severance Package,
all Company property (other than the Equipment identified in paragraph 1) must
be returned to Company on or within 5 business days after the Separation Date.
By signing this Separation Agreement, Employee represents that Employee has
returned all Company property, data and information belonging to Company,
including all code and computer programs, and information of whatever nature, as
well as any other materials, keys, passcodes, access cards, credit cards,
computers, documents or information, including but not limited to confidential
information in Employee’s possession or control. Further, Employee represents
that Employee has retained no copies thereof, including electronic copies and
agrees that Employee will not use or disclose to others any confidential or
proprietary information of Company.

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     8.
Confidentiality. Employee agrees to keep the terms of this Separation Agreement
confidential, except that Employee may confidentially disclose the fact and
terms of this Separation Agreement to Employee’s immediate family and attorney
or accountant, if any, as needed for legal or tax advice, but in no event may
Employee discuss this Separation Agreement or its terms with any current, former
or prospective employee of Company.

          8.1
Nothing in this Separation Agreement shall prohibit either party from making
truthful statements in any legal proceedings or as otherwise required by
law.

          8.2
Employee further agrees to comply with the continuing obligations set forth in
the surviving provisions of the Company’s Employee Proprietary Information and
Inventions Agreement previously signed by Employee.

     9. Affirmation. Employee affirms that
other than the Transition Payment and Severance Payment referenced herein,
Employee has been paid all compensation, wages, bonuses, and commissions due,
and has been provided all leaves (paid or unpaid) and benefits to which Employee
may be entitled. 

     10. No Admissions. By entering into this
Separation Agreement, the Released Parties make no admission that they have
engaged, or are now engaging, in any unlawful conduct. The parties understand
and acknowledge that this Separation Agreement is not an admission of liability
and shall not be used or construed as such in any legal or administrative
proceeding. 

     11. Older Workers’ Benefit Protection Act.
This Separation Agreement is intended to satisfy the requirements of the Older
Workers’ Benefit Protection Act, 29 U.S.C. sec. 626(f). Employee is advised to
consult with an attorney before executing this Separation Agreement. 

          11.1
Acknowledgments/Time to
Consider. Employee acknowledges and agrees
that (a) Employee has read and understands the terms of this Separation
Agreement; (b) Employee has been advised in writing to consult with an attorney
before executing this Separation Agreement; (c) Employee has obtained and
considered such legal counsel as Employee deems necessary; (d) Employee has been
given twenty-one (21) days to consider whether or not to enter into this
Separation Agreement (although Employee may elect not to use the full 21-day
period at Employee’s option); and (e) by signing this Separation Agreement,
Employee acknowledges that Employee does so freely, knowingly, and
voluntarily.

          11.2
Revocation/Effective Date. This Separation Agreement shall not become effective or
enforceable until the eighth day after Employee signs this Separation Agreement.
In other words, Employee may revoke Employee’s acceptance of this Separation
Agreement within seven (7) days after the date Employee signs it. Employee’s
revocation must be in writing and received by Tim Bacci, Daegis Inc. Board
Director, on or before the seventh day in order to be effective. If Employee
does not revoke acceptance within the seven (7) day period, Employee’s
acceptance of this Separation Agreement shall become binding and enforceable on
the eighth day (“Effective Date”). The Severance Package shall become due and
payable in accordance with paragraph 1 above and its subparts, after the
Effective Date of this Separation Agreement. 

          11.3
Preserved Rights of Employee. This Separation Agreement does not waive or release any
rights or claims that Employee may have under the Age Discrimination in
Employment Act that arise after the execution of this Separation Agreement. In
addition, this Agreement does not prohibit Employee from challenging the
validity of this Separation Agreement’s waiver and
release of claims under the Age Discrimination in Employment Act of 1967, as
amended.

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     12.
No Solicitation. Employee agrees that for a period of one year following the Separation
Date, Employee will not solicit, encourage, or cause others to solicit or
encourage any employees of Company to terminate their employment with Company.


    
13. Severability. In the event any provision of this Separation Agreement
shall be found unenforceable, the unenforceable provision shall be deemed
deleted and the validity and enforceability of the remaining provisions shall
not be affected thereby. 

    
14. Full Defense. This Separation Agreement may be pled as a full and complete
defense to, and may be used as a basis for an injunction against, any action,
suit or other proceeding that may be prosecuted, instituted or attempted by
Employee in breach hereof.

    
15. Applicable Law. The validity, interpretation and performance of this
Separation Agreement shall be construed and interpreted according to the laws of
the United States of America and the State of California. 

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blank.]

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     16.
Entire Agreement; Modification. This Separation Agreement, including the Unify Corporation
2001 Stock Option Plan and Unify Corporation 2010 Stock Plan, as applicable, and
the surviving provisions of the Company’s Employee Proprietary Information and
Inventions Agreement previously signed by Employee, is intended to be the entire
agreement between the parties and supersedes and cancels any and all other and
prior agreements, written or oral, between the parties regarding this subject
matter. This Separation Agreement may be amended only by a written instrument
executed by all parties hereto. 

THE PARTIES TO THIS SEPARATION
AGREEMENT HAVE READ THE FOREGOING SEPARATION AGREEMENT AND FULLY UNDERSTAND EACH
AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS
SEPARATION AGREEMENT ON THE DATES SHOWN BELOW. 

	Dated: 	January 21, 2013	 	        	By: 	/s/ STEVE BONHAM
		 		Steve Bonham
	 
	 
				Daegis Inc.
	 
	 
	Dated:	January 21, 2013	 		By: 	/s/ RICHARD M. BROOKS
				Richard M. Brooks
				Daegis Inc. Board Director



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