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 Todd
Wille (“Employee”) with respect to the following facts: 

    
A. Employee is presently employed by Company on an at-will basis as
President and Chief Executive Officer pursuant to an Employment Agreement dated
October 1, 2000 (“Employment Agreement”).

    
B. Employee is voluntarily resigning his employment with Company and his
membership on the Company’s Board of Directors effective January 17, 2013
(“Separation Date”). As a result of Employee’s voluntary resignation, Employee
is not entitled to any severance payments or benefits pursuant to the Employment
Agreement.

    
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 a payment
of twenty-nine thousand Dollars ($29,000.00), less all appropriate federal and
state income and employment taxes (“Transition Payment”). The Transition Payment
will be paid out in a lump sum within five (5) days following the Effective Date
of this Separation Agreement as described below in paragraph 12.2. 

          1.2
Severance Payment. Company agrees to provide Employee with a severance payment equal to
twelve (12) months of Employee’s current base salary, three hundred fifty
thousand Dollars ($350,000), less all appropriate federal and state income and
employment taxes (“Severance Payment”). The Severance Payment will be paid out
in equal installments over a twelve (12) 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 12.2, or (b) Company’s first regular pay day
occurring in February 2013. 

1







          1.3 Continuation of Group
Health Benefits. Company agrees to pay the premiums
required to continue Employee’s group health, dental and vision care coverage
through January 2014, 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.


          1.4
Acceleration of Vesting of Stock
Options. As of the Separation Date, Employee
has 157,169 unvested stock options. Company agrees to provide Employee with
50,000 accelerated vesting of certain unvested options (“Accelerated Options).
The Accelerated Options shall vest on the Effective Date of this Separation
Agreement. In addition, the period for Employee to exercise certain vested
options shall be 10 months commencing on March 1, 2013. Other than specifically
provided herein, Employee’s stock options shall continue to be governed by the
Unify Corporation Amended and Restricted 1991 Stock Option Plan, Unify
Corporation 2001 Stock Option Plan, and Unify Corporation 2010 Stock Plan, as
applicable. 

          1.5
Transfer of Employee’s Cellular Telephone,
iPad and Desktop Computer. Company agrees to
transfer to Employee the ownership of the cell phone, iPad and the desktop
computer and printer (“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.

          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







          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.

          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 and
Membership on Board of Directors. Employee
agrees to resign his employment and position with Company and his membership on
Company’s Board of Directors 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. 

3







     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.

    
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 Company’s Executive Innovations and Proprietary
Rights Assignment 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. In the event the Company
does not timely pay these Payment obligations, Employee shall be entitled to
recover all costs incurred in collecting said Payment obligations. 

    
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. Indemnification/Insurance.
Employee is currently entitled to indemnification
from the Company to the fullest extent permitted by Delaware law pursuant to the
Company’s Certificate of Incorporation and By-laws. For a period of at least
five (5) years from the Separation Date, the Company will continue to provide
indemnification to Employee (including advancement of expenses) to the same
extent such indemnification and advancement of expenses is available to
executives and directors of the Company. In addition, the Company presently
maintains general liability insurance on an occurrence basis which covers the
professional activities of certain employed professionals of the Company. The
Company will continue to provide such coverage for the past activities of the
Employee to the same extent as such coverage is provided with respect to the
past activities of other professionals of the Company. In addition, the Company
presently maintains directors and officers liability insurance covering its
directors and officers. The Company will continue to cover the Employee under
such insurance to the same extent the Company maintains such insurance from time
to time for its other directors and officers. 

4







     12.
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. 

          12.1
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.

          12.2
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. 

          12.3
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.

    
13. 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. 

    
14. 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. 

    
15. 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.

    
16. 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. 

[Remainder of page intentionally left
blank.]

5







     17.
Entire Agreement; Modification. This Separation Agreement, including the Unify Corporation
Amended and Restricted 1991 Stock Option Plan, Unify Corporation 2001 Stock
Option Plan, and Unify Corporation 2010 Stock Plan, as applicable, and the
surviving provisions of the Employment Agreement and Company’s Executive
Innovations and Proprietary Rights Assignment 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 22, 2013	 	        	By: 	/s/ TODD WILLE
		 		Todd
  Wille
	 
	 
				Daegis Inc.
	 
	 
	Dated: 	January 22, 2013	 		By:	/s/ TIM BACCI
				Tim
Bacci
				Daegis Inc. Executive
      Chairman







6