Exhibit 10.13
ADVENT SOFTWARE, INC.
EXECUTIVE SEVERANCE PLAN
THIS EXECUTIVE SEVERANCE PLAN (THE "PLAN") IS ADOPTED BY ADVENT SOFTWARE, INC.
(THE "COMPANY" EFFECTIVE MARCH 14, 2006, (THE "EFFECTIVE DATE") AND APPLIES TO
EXECUTIVE LEVEL DIRECT REPORTS OF THE CEO AND THE PRESIDENT AND CEO.
RECITALS
1.
IT IS EXPECTED THAT THE COMPANY FROM
TIME TO TIME WILL CONSIDER THE POSSIBILITY OF RESTRUCTURING WITHIN THE COMPANY
OR AN ACQUISITION BY ANOTHER COMPANY OR OTHER CHANGE OF CONTROL. THE BOARD OF
DIRECTORS OF THE COMPANY (THE "BOARD") RECOGNIZES THAT SUCH CONSIDERATION CAN BE
A DISTRACTION TO THE EXECUTIVE AND CAN CAUSE THE EXECUTIVE TO CONSIDER
ALTERNATIVE EMPLOYMENT OPPORTUNITIES. THE BOARD HAS DETERMINED THAT IT IS IN THE
BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS TO ASSURE THAT THE COMPANY
WILL HAVE THE CONTINUED DEDICATION AND OBJECTIVITY OF THE EXECUTIVE,
NOTWITHSTANDING THE POSSIBILITY, THREAT OR OCCURRENCE OF A RESTRUCTURING OR
CHANGE OF CONTROL (AS DEFINED HEREIN) OF THE COMPANY.
2.
THE BOARD BELIEVES THAT IT IS IN THE
BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS TO PROVIDE THE EXECUTIVE WITH
AN INCENTIVE TO CONTINUE HIS EMPLOYMENT AND TO MOTIVATE THE EXECUTIVE TO
MAXIMIZE THE VALUE OF THE COMPANY UPON A CHANGE OF CONTROL FOR THE BENEFIT OF
ITS STOCKHOLDERS.
3.
THE BOARD BELIEVES THAT IT IS
IMPERATIVE TO PROVIDE THE EXECUTIVE WITH CERTAIN SEVERANCE BENEFITS UPON THE
EXECUTIVE'S TERMINATION OF EMPLOYMENT, INCLUDING FOLLOWING A CHANGE OF CONTROL.
THESE BENEFITS WILL PROVIDE THE EXECUTIVE WITH ENHANCED FINANCIAL SECURITY AND
INCENTIVE AND ENCOURAGEMENT TO REMAIN WITH THE COMPANY NOTWITHSTANDING THE
POSSIBILITY OF A CHANGE OF CONTROL.
4.
CERTAIN CAPITALIZED TERMS USED IN THE
PLAN ARE DEFINED IN SECTION 4 BELOW.
PLAN
1.
TERM OF PLAN. THIS PLAN SHALL TERMINATE UPON THE DATE THAT ALL
OF THE OBLIGATIONS OF THE PARTIES HERETO WITH RESPECT TO THIS PLAN HAVE BEEN
SATISFIED.
2.
AT-WILL EMPLOYMENT. THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY
IS "AT-WILL" EMPLOYMENT AND MAY BE TERMINATED BY THE COMPANY AT ANY TIME WITH OR
WITHOUT CAUSE OR NOTICE. THIS PLAN DOES NOT CREATE ANY RIGHT TO CONTINUED
EMPLOYMENT. FURTHER, THE EXECUTIVE'S JOB PERFORMANCE NOR PROMOTIONS,
COMMENDATIONS, BONUSES OR THE LIKE FROM THE COMPANY DO NOT GIVE RISE TO OR IN
ANY WAY SERVE AS THE BASIS FOR MODIFICATION, AMENDMENT, OR EXTENSION, BY
IMPLICATION OR OTHERWISE, OF HIS EMPLOYMENT WITH THE COMPANY.
3.
SEVERANCE AND TERMINATION.
(A)
INVOLUNTARY TERMINATION. IF EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY IS TERMINATED OTHER THAN VOLUNTARILY OR FOR "CAUSE"
(AS DEFINED HEREIN), AND EXECUTIVE SIGNS THE COMPANY'S RELEASE OF CLAIMS IN
FAVOR OF THE COMPANY, THEN EXECUTIVE SHALL BE ENTITLED TO (I) CONTINUING
PAYMENTS OF SEVERANCE PAY AT A RATE EQUAL TO HIS BASE SALARY RATE, AS THEN IN
EFFECT, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF SUCH TERMINATION, TO
BE PAID PERIODICALLY IN ACCORDANCE WITH THE COMPANY'S NORMAL PAYROLL POLICIES;
(II) RECEIVE ALL EXPENSE REIMBURSEMENTS AND ANY OTHER BENEFITS DUE TO EXECUTIVE
THROUGH THE DATE OF TERMINATION OF EMPLOYMENT IN ACCORDANCE WITH ESTABLISHED
COMPANY PLANS