EXHIBIT 10.02
OPSWARE INC.
TRANSITIONAL EMPLOYMENT AND SEPARATION AGREEMENT
This Transitional Employment and Separation Agreement ("Agreement") is entered
into as of June 7, 2007, by and between James E. Adkins ("Employee") and Opsware
Inc. ("Opsware" or the "Company") (collectively referred to as the "Parties").
RECITALS
WHEREAS, Employee has been employed by the Company as its Executive Vice
President, Products;
WHEREAS, Employee will be terminating employment with the Company following a
transitional period of employment, and the Parties wish to agree upon the terms
and conditions applicable to such transitional period of employment and upon
Employee's termination of employment with the Company;
NOW THEREFORE, in consideration of the promises made herein, the Parties hereby
agree as follows:
AGREEMENT
1.
TRANSITIONAL EMPLOYMENT.
EMPLOYEE SHALL CONTINUE IN ACTIVE FULL-TIME
EMPLOYMENT WITH THE COMPANY FOR THE "TRANSITIONAL PERIOD", WHICH SHALL COMMENCE
ON THE DATE HEREOF (THE "TRANSITIONAL DATE") AND WHICH SHALL CONTINUE UNTIL JUNE
29, 2007, UNLESS EARLIER TERMINATED AS SET FORTH HEREIN OR EXTENDED BY THE
MUTUAL AGREEMENT OF THE PARTIES (IN ANY CASE, THE "TERMINATION DATE").
NOTWITHSTANDING THE FOREGOING, EMPLOYEE'S EMPLOYMENT WITH THE COMPANY DURING THE
TRANSITIONAL PERIOD WILL BE AT-WILL AND MAY BE TERMINATED BY EMPLOYEE OR BY THE
COMPANY AT ANY TIME FOR ANY REASON.
2.
RESIGNATION OF TITLES AND POSITIONS.
EFFECTIVE AS OF THE TERMINATION
DATE, EMPLOYEE WILL TERMINATE EMPLOYMENT WITH THE COMPANY, AND, IF REQUESTED
EARLIER DURING THE TRANSITIONAL PERIOD, RELINQUISH ALL TITLES AND POSITIONS THEN
HELD BY EMPLOYEE WITH THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY.
3.
COMPENSATION AND BENEFITS DURING TRANSITIONAL PERIOD.
DURING THE
TRANSITIONAL PERIOD, EMPLOYEE WILL CONTINUE TO RECEIVE PAYMENT OF HIS CURRENT
BASE SALARY AND WILL CONTINUE TO PARTICIPATE IN APPLICABLE COMPANY EMPLOYEE
BENEFIT PLANS TO THE EXTENT OF HIS PARTICIPATION AND ON THE TERMS AND CONDITIONS
IN EFFECT IMMEDIATELY PRIOR TO THE COMMENCEMENT OF THE TRANSITIONAL PERIOD.
DURING THE TRANSITIONAL PERIOD, EMPLOYEE'S STOCK OPTIONS AND SHARES OF
RESTRICTED STOCK WILL CONTINUE TO VEST IN ACCORDANCE WITH THEIR TERMS; PROVIDED,
HOWEVER, THAT EMPLOYEE SHALL NOT RECEIVE ANY ADDITIONAL OPTIONS OR OTHER RIGHTS
TO PURCHASE SHARES OF THE COMPANY'S COMMON STOCK FOLLOWING THE TRANSITIONAL
DATE.
ANY CONTRIBUTIONS THAT EMPLOYEE HAS MADE IN THE CURRENTLY EFFECTIVE
PURCHASE PERIOD OF THE COMPANY'S EMPLOYEE STOCK PURCHASE PLAN SHALL BE REMITTED
BACK TO EMPLOYEE.
4.
PAYMENTS AND BENEFITS.
(A)
ACCRUED PAYMENTS AND BENEFITS.
UPON THE TERMINATION OF EMPLOYEE'S
EMPLOYMENT WITH THE COMPANY FOR ANY REASON, THE COMPANY SHALL PAY TO EMPLOYEE
ALL AMOUNTS AND BENEFITS THAT HAVE ACCRUED OR WERE EARNED BUT REMAIN UNPAID
THROUGH THE TERMINATION DATE IN RESPECT OF SALARY, AND UNREIMBURSED EXPENSES,
INCLUDING ACCRUED AND UNUSED VACATION.
EMPLOYEE SHALL NOT BE ENTITLED TO ANY
PRO-RATA PAYMENT OF HIS ANNUAL TARGET BONUS.
(B)
SEPARATION PAYMENTS.
UPON THE EARLIER OF THE CONCLUSION OF THE
TRANSITIONAL PERIOD OR THE COMPANY'S TERMINATION OF EMPLOYEE'S EMPLOYMENT OTHER
THAN FOR CAUSE (AS DEFINED IN BELOW), AND SUBJECT TO EMPLOYEE'S DELIVERY TO THE
COMPANY OF A SIGNED GENERAL RELEASE OF CLAIMS IN FAVOR OF THE COMPANY, IN A FORM
ACCEPTABLE