Exhibit
10.15


 


 


November
9, 2006


 


 


Melissa
Cruz


8
Wampanoag Drive


Acton,
MA


 


 


Dear Melissa:


 


This
letter confirms your separation from employment with BladeLogic, Inc. (the “Company”). This letter also proposes
an agreement between you and the Company.


 


The
Company shall provide you with the right to continue group medical and dental
insurance coverage after the termination of your employment under the law known
as “COBRA.”  The terms for that
opportunity will be set forth in a separate written notice. The termination of
other benefits will be addressed in separate correspondence. Basically, your
eligibility to participate in any other employee benefit plans and programs of
the Company ceases on or after the termination of your employment in accordance
with applicable benefit plan or program terms and practices.


 


You
shall also have the right to exercise any and all vested options that you hold
to purchase common stock of the Company through your last day of employment,
pursuant to and subject to the terms of any and all applicable stock option
plans and agreements.


 


Regardless of whether you enter into this Agreement
you are obligated, among other things, to comply with the post-employment
confidentiality, non-competition and nonsolicitation and other provisions set
forth in the September 6, 2005 offer letter (“Offer Letter”) and the
Employee Noncompetition Nondisclosure and Developments Agreement dated
September 7, 2005 (“Noncompetition Agreement”).


 


The
terms set forth above will not be affected by whether or not you agree to the
terms set forth below.


 


The
remainder of this letter proposes an agreement (the “Agreement”) between
you and the Company. The purpose of this Agreement is to establish an amicable
arrangement for ending your employment relationship, including releasing the
Company and related persons or entities from any claims and permitting you to
receive separation pay and related benefits.


 

















 


If you
agree to the terms of this Agreement, you acknowledge that you are entering
into this Agreement voluntarily. By entering into this Agreement, you
understand that the Company is not admitting in any way that it violated any
legal obligation that it owed to you.


 


With
those understandings, you and the Company agree as follows:


 


1.                                       Separation
from Employment


 


This
confirms that your employment with the Company will end effective on
January 31, 2007, provided however, the
Company may, in its sole discretion, elect to extend the date your employment
ends to a date on or before February 28, 2007 by providing you with written
notice of such extension on or before December 31, 2006. For purposes of this
Agreement, the “Separation Date” shall be the date your employment at
the Company actually ends. You recognize that actively working and continuing
to use your best efforts to perform services on behalf of the Company through
the Separation Date is a material term of this Agreement.


 


You
confirm that you have resigned from any and all other positions that you hold
with the Company as an officer, director or otherwise effective on the Separation
Date. You further confirm that you have resigned from any and all positions
that you hold with any subsidiary or affiliate of the Company, including,
without limitation, any employee benefit plan, effective on the Separation Date.


 


The
Company presently intends to employ you at least through January 31, 2007. Notwithstanding
the foregoing, in the event that, prior to the Separation Date, your employment
is terminated by the Company for “cause,” as that term is defined in the Offer
Letter, the Company will not be required to: 
pay Severance Benefits or Bonus, modify the vesting schedule of Your
Stock Options (as defined below) or release you from the Company’s claims. The
remaining provisions of this Agreement will remain in full force and effect.


 


The
Company is not obligated to pay Severance Benefits or Bonus or  modify the vesting schedule of Your Stock
Options (as defined below) before (i) this Agreement becomes fully effective,
and (ii) you have signed the General Release attached hereto as Exhibit A (the “General
Release”) within seven days after the Separation Date and returned the signed
General Release to the Company’s General Counsel.


 


2.                                       Severance
Benefits


 


(a)           Severance
Pay. The Company shall pay you severance pay (“Severance Pay”)
consisting of salary continuation at your final base salary rate of $175,000 per
year effective for the six month period from the date immediately following the
Separation Date (the “Severance Pay Period”). The Company shall pay you
Severance Pay on its regular payroll dates applicable to your position with the
Company, provided that the
Company is not obligated to provide you


 


2

















 


with Severance Pay
before (i) this Agreement becomes effective, and (ii) you have signed the
General Release and returned it to the Company’s General Counsel.


 


(b)           Health
Benefits. Your rights and obligations under COBRA are explained in a
separate letter to you describing your medical and dental insurance continuation
rights under COBRA. To continue your medical and dental insurance coverage, you
must elect COBRA continuation coverage. If you elect COBRA continuation
coverage and provided you and
your beneficiaries remain eligible for COBRA continuation coverage, the Company
shall continue to pay for medical and dental insurance premiums for coverage of
you and your beneficiaries to the same extent as if you had remained employed
to the end of the Severance Pay Period. You will be responsible for the
remaining portion of such coverage as if you remained employed. You hereby
authorize the deduction of the portion for which you are responsible from your
Severance Pay. If you elect COBRA continuation coverage, you may continue
coverage for yourself and any beneficiaries after the end of the Severance Pay
Period at your own expense for the remainder of the COBRA period, to the extent
you and they remain eligible.


 


3.                                       Bonus


 


Within
seven (7) days of the Company’s receipt of the General Release, the Company
shall pay you prorata bonus compensation reflective of the Company’s assessment
of your and the Company’s performance during the first quarter of the Company’s
current fiscal year in accordance with the Company’s 2007 Executive
Compensation Plan. Such bonus payment shall be in lieu of any bonus payment for
which you may have otherwise been eligible.


 


4.                                       Stock
and Stock Options


 


You acknowledge and agree that, (i) you hold 135,000
shares of common stock, issued pursuant to a November, 2005 Stock Restriction
Agreement and which became fully vested on October 3, 2006 (“Vested Shares”),
(ii) you hold a Nonqualified Stock Option (the “Nonqualified Stock
Option”) to purchase 30,000 shares of the Company’s common stock pursuant
to the 2001 Stock Option and Grant Plan
(“Stock Option Plan”) and the November 15, 2005 NonQualified Stock
Option Agreement  (“NQO Agreement”)
at the per share exercise price of $.80; (iii) you hold an Incentive Stock Option
(the “Incentive Stock Option”) to purchase 375,000 shares of the Company’s
common stock pursuant to the Stock Option Plan and the November 15, 2005 Incentive
Stock Option Agreement (“ISO Agreement”) at the per share exercise price
of $.80 (collectively, the Nonqualified Stock Option and the Incentive Stock Option
are “Your Stock Options”); (iv) other
than the Vested Shares and Your Stock Options, you do not own and have never owned (in each case, of
record or beneficially) any rights to acquire any shares of capital stock of
the Company (whether pursuant to stock options, warrants or any other rights to
acquire shares of capital stock of the Company); and (v) you do not own
and have never owned (in each case, of record or beneficially) any other shares
of beneficial interests of the Company.


 


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In
consideration for, among other terms, your entering into and not revoking this
Agreement, and contingent upon signing and returning the General Release within
the time frames set forth in this Agreement, the Company shall modify the
Incentive Stock Option in accordance herewith. As of the date hereof, the
Non-Qualified Stock Option is hereby canceled and shall be of no further force
or effect as of the date hereof. You acknowledge that the following sets forth the
modified and accelerated vesting schedule, as mutually agreed upon, with respect
to the Incentive Stock Option and supersedes any vesting schedule set forth in
the ISO Agreement:


 


On
November 30, 2006, you shall vest in 22,500 shares under the Incentive Stock
Option. In the event that the Company does not extend the Separation Date into
February 2007 pursuant to this Agreement, you shall vest in an additional
90,000 shares under the Incentive Stock Option on the Separation Date. Alternatively,
in the event that the Company does extend the Separation Date into February
2007 pursuant to this Agreement, you shall vest in an additional 101,250 shares
under the Incentive Stock Option on the Separation Date.


 


The
exercise period under the Incentive Stock Option shall be for ninety (90) days
from the Separation Date, as set forth in the ISO Agreement. All of the
Incentive Stock Options that are not subject to the vesting described above
shall lapse as of the Separation Date, shall not become exercisable, and shall
be canceled as of such date.


 


5.                                       Tax
Treatment


 


The
Company shall undertake to make deductions, withholdings and tax reports with
respect to payments and benefits under this Agreement to the extent that it
reasonably and in good faith determines that it is required to make such
deductions, withholdings and tax reports. Payments under this Agreement shall
be in amounts net of any such deductions or withholdings. Nothing in this
Agreement shall be construed to require the Company to make any payments to
compensate you for any adverse tax effect associated with any payments or
benefits or for any deduction or withholding from any payment or benefit.


 


6.                                       Return
of Property


 


On the
Separation Date, you will confirm that, to the best of your knowledge, you have
returned to the Company all Company property, including, without limitation,
computer equipment, software, keys and access cards, credit cards, files and
any documents (including computerized data and any copies made of any
computerized data or software) containing information concerning the Company,
its business or its business relationships (in the latter two cases, actual or
prospective). You also commit to
deleting and finally purging any duplicates of files or documents that may
contain Company information from any computer or other device that remains your
property after the Separation Date. In the event that you discover that
you continue to retain any such property after the Separation Date, you shall
return it to the Company immediately.


 


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7.                                       Confidential
Information


 


You
understand and agree that you have been employed in a position of confidence
and trust and have had access to information concerning the Company that the
Company treats as confidential and the disclosure of which could negatively
affect the Company’s interests (“Confidential Information”). Confidential
Information includes, without limitation, confidential financial information;
business forecasts; inventions; improvements and other intellectual property;
trade secrets; know-how; designs, processes or formulae; confidential software;
marketing or sales information or plans; customer lists; and business plans,
prospects and opportunities. You agree that you shall not use or disclose any
Confidential Information at any time without the written consent of the Company.
These obligations supplement and in no way diminish your confidentiality
obligations pursuant to the Noncompetition Agreement.


 


8.                                       Noncompetition
Nondisclosure and Developments Agreement


 


You acknowledge
that and agree that the Noncompetition Agreement you entered into with the
Company is full force and effect and is hereby incorporated by reference. Any
breach of the Noncompetition Agreement shall be deemed a material breach of
this Agreement. You acknowledge and agree that the restrictions set forth in the
Noncompetition Agreement are intended to protect the Company’s interest in its
Confidential Information and established employee, customer and supplier
relationships and goodwill. You agree that such restrictions are reasonable and
appropriate for this purpose.


 


9.                                       Release
of Your Claims


 


In
consideration for, among other terms, the payments and benefits described in
Section 2, 3 and 4, to which you acknowledge you would otherwise not be
entitled, you voluntarily release and forever discharge the Company, its
affiliated and related entities, its and their respective predecessors,
successors and assigns, its and their respective employee benefit plans and
fiduciaries of such plans, and the current and former officers, directors,
shareholders, employees, attorneys, accountants and agents of each of the
foregoing in their official and personal capacities (collectively referred to
as the “Releasees”) generally from all claims, demands, debts, damages
and liabilities of every name and nature, known or unknown (“Claims”)
that, as of the date when you sign this Agreement, you have, ever had, now
claim to have or ever claimed to have had against any or all of the Releasees. This
release includes, without limitation, all Claims:


 


•                  relating
to your employment by and the decision to terminate your employment with the
Company;


•                  of
wrongful discharge;


•                  of
breach of contract;


•                  of
retaliation or discrimination under federal, state or local law (including,
without limitation, Claims of age discrimination or retaliation under the Age
Discrimination in Employment


 


5

















 


Act, Claims of
disability discrimination or retaliation under the Americans with Disabilities
Act, and Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964);


•                  under
any other federal or state statute;


•                  of
defamation or other torts;


•                  of
violation of public policy;


•                  for
wages, bonuses, incentive compensation, stock, stock options, vacation pay or
any other compensation or benefits; and


•                  for
damages or other remedies of any sort, including, without limitation,
compensatory damages, punitive damages, injunctive relief and attorney’s fees;


 


provided,
however, that this release shall not affect your vested rights under the
Company’s Section 401(k) plan or your rights under this Agreement, the
Vested Shares or Your Stock Options.


 


You
agree that you shall not accept damages of any nature, other equitable or legal
remedies for your own benefit, attorney’s fees, or costs from any of the
Releasees with respect to any Claim released by this Agreement. As a material
inducement to the Company to enter into this Agreement, you represent that you
have not assigned to any third party and you have not filed with any agency or
court any Claim released by this Agreement.


 


10.                                 Release
of the Company’s Claims


 


In
consideration for, among other terms, your release of Claims pursuant to
Section 9, the Company voluntarily releases and forever discharges you
generally from all Claims that, as of the date when the Company signs this
Agreement, the Company has, ever had, now claims to have or ever claimed to
have had against you which relate to good faith acts or omissions by you during
the course of your employment with the Company undertaken or not undertaken in
the reasonable belief that such acts or omissions were in the best interests of
the Company.


 


11.                                 Confidentiality
of Agreement


 


You
agree to keep information relating to the negotiation of and terms of this Agreement
(“Agreement-Related Information”) in the strictest confidence and not
reveal, unless legally compelled to do so, any Agreement-Related Information to
any persons except your spouse, your attorney and your financial advisors, and
to them only provided that they first agree for the benefit of the Company to
keep Agreement-Related Information confidential. Nothing in this Section 11
shall be construed to prevent you from disclosing Agreement-Related Information
to the extent required by a lawfully issued subpoena or duly issued court
order; provided that you provide
the Company with advance written notice and a reasonable opportunity to contest
such subpoena or court order.


 


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12.                                 Nondisparagement


 


You agree not to make any
disparaging statements concerning the Company or any of its affiliates or
current or former officers, directors, shareholders, employees or agents. You
further agree not to take any actions or conduct yourself in any way that would
reasonably be expected to affect adversely the reputation or goodwill of the
Company or any of its or their affiliates or any of its current or former
officers, directors, shareholders, employees or agents. The Company shall
instruct Steve Walske, Dev Ittycheria, Vijay Manwani, Peter Gyenes, David
Tabors, Robert Goodman, Mark Terbeek, John McMahon, Vance Loiselle and Jefferey
Liotta (the “Named Individuals”) not to make disparaging statements about you
and not to  conduct themselves in any way
that would reasonably be expected to affect adversely your reputation or
goodwill. These nondisparagement obligations shall not in any way affect your
obligation or the obligations of the above-referenced persons to testify
truthfully in any legal proceeding.


 


13.                                 Communications
Concerning Your Separation


 


If asked about the circumstances of your separation
of employment with the Company, you shall respond that you resigned to pursue other opportunities and
shall not make any further comment about your employment separation. The
Company shall instruct  the Named Individuals  to respond to any inquiries about the
ending of your employment by stating that you resigned to pursue other
opportunities and not to make any further comment about your employment
separation. Nothing in this Section 13 shall be construed to prohibit you or
any of the above-referenced persons from testifying truthfully in any legal
proceeding or providing truthful information in response to a request from a
governmental agency.


 


14.                                 Information
Concerning Actual, Potential or Alleged Financial Irregularities


 


You
represent that you are not aware of any actual, potential or alleged financial
irregularities concerning the Company.


 


15.                                 Future
Cooperation


 


You
agree to cooperate reasonably with the Company and all of its affiliates
(including its and their outside counsel) in connection with the contemplation,
prosecution and defense of all phases of existing, past and future litigation
about which the Company believes you may have knowledge or information. You
further agree to make yourself available at mutually convenient times during
and outside of regular business hours as reasonably deemed necessary by the
Company’s counsel. The Company shall not utilize this Section 15 to require you
to make yourself available to an extent that would unreasonably interfere with
full-time employment responsibilities that you may have. You agree to appear
without the necessity of a subpoena to testify truthfully in any legal
proceedings in which the Company calls you as a witness. In exchange for the
cooperation required above, the Company agrees to compensate you at the rate of
$87.50/hour for time spent performing your obligations under this Section, said
amount being


 


7

















 


the hourly
rate of your final salary with the Company, provided
that your right to such compensation shall not apply to time spent in
activities that could have been compelled pursuant to a subpoena, including
testimony and related attendance at depositions, hearings or trials. The
Company further agrees to pay the foregoing compensation within thirty (30)
days of your submission of an invoice for your services under this Section.


 


16.                                 Suspension
or Termination of Payments


 


In the
event that you fail to comply with your obligations under Sections 6, 7, 8, 11,
12, 13 or 15 of this Agreement, in addition to any other legal or equitable
remedies it may have for such breach the Company shall have the right to
terminate or suspend its payments to you and the additional vesting of Your Stock
Options under this Agreement. The termination or suspension of such payments or
vesting in the event of such breach by you will not affect your continuing
obligations under this Agreement.


 


17.                                 Legal
Representation


 


This
Agreement is a legally binding document and your signature will commit you to
its terms. You acknowledge that you have been advised to discuss all aspects of
this Agreement with your attorney, that you have carefully read and fully
understand all of the provisions of this Agreement and that you are voluntarily
entering into this Agreement.


 


18.                                 Absence
of Reliance


 


In
signing this Agreement, you are not relying upon any promises or
representations made by anyone at or on behalf of the Company.


 


19.                                 Enforceability


 


If any
portion or provision of this Agreement (including, without limitation, any
portion or provision of any section of this Agreement) shall to any extent be
declared illegal or unenforceable by a court of competent jurisdiction, then
the remainder of this Agreement, or the application of such portion or
provision in circumstances other than those as to which it is so declared
illegal or unenforceable, shall not be affected thereby, and each portion and
provision of this Agreement shall be valid and enforceable to the fullest
extent permitted by law.


 


20.                                 Waiver


 


No
waiver of any provision of this Agreement shall be effective unless made in
writing and signed by the waiving party. The failure of any party to require
the performance of any term or obligation of this Agreement, or the waiver by
any party of any breach of this Agreement, shall not prevent any subsequent
enforcement of such term or obligation or be deemed a waiver of any subsequent
breach.


 


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21.                                 Enforcement


 


(a)           Jurisdiction.
You and the Company hereby agree that the Superior Court of the Commonwealth of
Massachusetts and the United States District Court for the District of
Massachusetts shall have the exclusive jurisdiction to consider any matters related
to this Agreement, including without limitation any claim for violation of this
Agreement. With respect to any such court action, you (i) submit to the
jurisdiction of such courts, (ii) consent to service of process, and (iii)
waive any other requirement (whether imposed by statute, rule of court or
otherwise) with respect to personal jurisdiction or venue.


 


(b)           Relief.
You agree that it would be difficult to measure any harm caused to the Company
that might result from any breach by you of your promises set forth in Sections
6, 7, 8, 11, 12, 13 or 15, and that in any event money damages would be an
inadequate remedy for any such breach. Accordingly, you agree that if you
breach, or propose to breach, any portion of your obligations under Sections 6,
7, 8, 11, 12, 13 or 15, the Company shall be entitled, in addition to all other
remedies it may have, to an injunction or other appropriate equitable relief to
restrain any such breach, without showing or proving any actual damage to the
Company and without the necessity of posting a bond. In the event that the
Company prevails in any action to enforce Sections 6, 7, 8, 11, 12, 13 or 15,
then you also shall be liable to the Company for attorney’s fees and costs
incurred by the Company in enforcing such provision(s). In addition, in the
event that you breach any portion of Section 8, you agree that the restrictions
of the Noncompetition Agreement shall remain in effect for the period of such
breach notwithstanding the period of one (1) year set forth above and you
further agree that the same restrictions shall apply for a period of one (1)
year commencing effective upon the cessation of any such breach.


 


22.                                 Governing
Law; Interpretation


 


This
Agreement shall be interpreted and enforced under the laws of the Commonwealth
of Massachusetts, without regard to conflict of law principles. In the event of
any dispute, this Agreement is intended by the parties to be construed as a
whole, to be interpreted in accordance with its fair meaning, and not to be
construed strictly for or against either you or the Company or the “drafter” of
all or any portion of this Agreement.


 


23.                                 Entire
Agreement


 


This
Agreement constitutes the entire agreement between you and the Company. This
Agreement supersedes any previous agreements or understandings between you and
the Company including without limitation, the Offer Letter, provided however, the
ISO Agreement, the NQO Agreement and the Stock Option Plan (all as modified herein
with respect to the vesting of Your Stock Options), the Indemnification
Agreement you entered into with the Company and the Noncompetition Agreement, remain in
full force and effect.


 


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24.                                 Time
for Consideration; Effective Date


 


You
have the opportunity to consider this Agreement for twenty-one (21) days before
signing it. To accept this Agreement, you must return a signed original of this
Agreement so that it is received by the undersigned at or before the expiration
of this twenty-one (21) day period. If you sign this Agreement within less than
twenty-one (21) days of the date of its delivery to you, you acknowledge by
signing this Agreement that such decision was entirely voluntary and that you
had the opportunity to consider this Agreement for the entire twenty-one (21)
day period. You acknowledge and agree that any modifications to this Agreement
will not restart the twenty one day period that began on October 31, 2006. For
the period of seven (7) days from the date when this Agreement becomes fully
executed, you have the right to revoke this Agreement by written notice to the
undersigned. For such a revocation to be effective, it must be delivered so
that it is received by the undersigned at or before the expiration of the seven
(7) day revocation period. This Agreement shall not become effective or
enforceable during the revocation period. This Agreement shall become effective
on the first business day following the expiration of the revocation period
(the “Effective Date”).


 


25.                                 Counterparts


 


This
Agreement may be executed in any number of counterparts, each of which when so
executed and delivered shall be taken to be an original, but all of which
together shall constitute one and the same document.


 


Please
indicate your agreement to the terms of this Agreement by signing and returning
to me the original of this letter within the time period set forth above.


 


	
  Very truly yours,

  
	
   

  
	
  BLADELOGIC,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Dev Ittycheria

  	
   

  	
  11/9/2006

  	
   

  
	
   

  	
  Dev
  Ittycheria

  	
  Date

  
	
   

  	
  President
  and CEO

  	
   

  
					



 


 


You
are advised to consult with an attorney before signing this Agreement.  The foregoing is agreed to and accepted
by:


 


	
  /s/ Melissa Cruz

  	
   

  	
  11/9/2006

  	
   

  
	
  Melissa
  Cruz

  	
  Date

  



 


10

















 


EXHIBIT A


 


General Release


 


In
consideration for, and as a condition to receiving the payments and benefits
described in Sections 2, 3 and 4 of the October 31, 2006 Separation Agreement (“Separation
Agreement”) to which you acknowledge you would otherwise not be entitled, you
voluntarily release and forever discharge the Company, its affiliated and
related entities, its and their respective predecessors, successors and
assigns, its and their respective employee benefit plans and fiduciaries of
such plans, and the current and former officers, directors, shareholders,
employees, attorneys, accountants and agents of each of the foregoing in their
official and personal capacities (collectively referred to as the “Releasees”)
generally from all claims, demands, debts, damages and liabilities of every
name and nature, known or unknown (“Claims”) that, as of the date when
you sign this General Release, you have, ever had, now claim to have or ever
claimed to have had against any or all of the Releasees. This release includes,
without limitation, all Claims:


 


•                  relating
to your employment by and the decision to terminate your employment with the
Company;


•                  of
wrongful discharge;


•                  of
breach of contract;


•                  of
retaliation or discrimination under federal, state or local law (including,
without limitation, Claims of age discrimination or retaliation under the Age
Discrimination in Employment Act, Claims of disability discrimination or
retaliation under the Americans with Disabilities Act, and Claims of
discrimination or retaliation under Title
VII of the Civil Rights Act of 1964);


•                  under
any other federal or state statute;


•                  of
defamation or other torts;


•                  of
violation of public policy;


•                  for
wages, bonuses, incentive compensation, stock, stock options, vacation pay or
any other compensation or benefits; and


•                  for
damages or other remedies of any sort, including, without limitation,
compensatory damages, punitive damages, injunctive relief and attorney’s fees;


 


To
receive payments and benefits pursuant to the Separation Agreement, you must
sign and return this General Release within the seven (7) day period that
immediately follows the Separation Date, as defined in the Separation Agreement.
You are advised to consult with an attorney before signing this General Release.


 


The
foregoing is agreed to and accepted by:


 


	
   

  	
   

  	
   

  
	
  Melissa
  Cruz

  	
  Date