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[REGENT PACIFIC LETTERHEAD]
EXHIBIT 10.26
March 12, 1999
Mr. Charles P. Waite, Jr., Director
Mr. Steven M. Krausz, Director
Verity, Inc.
894 Ross Drive
Sunnyvale, CA 94089
RE: SECOND AMENDMENT TO RETAINER AGREEMENT BETWEEN REGENT PACIFIC MANAGEMENT
CORPORATION AND VERITY, INC.
This Second Amendment to Retainer Agreement sets forth certain amendments to
the Retainer Agreement between Regent Pacific Management Corporation, a
California corporation ("Regent Pacific"), and Verity, Inc., a Delaware
corporation, and its wholly-owned and controlled subsidiaries (collectively,
"Verity") dated July 31, 1997, as amended on April 13, 1998, (the "Original
Retainer Agreement" and "First Amendment", respectively). Except for the
amendments expressly contained herein, the Original Retainer Agreement and
First Amendment shall remain in full force and effect.
1. Paragraph 1 of the Original Retainer Agreement as amended by the First
Amendment is hereby amended in its entirety as follows:
"Regent Pacific agrees that the size of the Regent Pacific crisis
team shall be maintained at a level at least four (4) persons until
August 31, 1999, and, thereafter, at such level as Regent Pacific
reasonably determines to be necessary for Regent Pacific to provide
management services as required under this Agreement. In addition to
the team referred to in this Paragraph, Regent Pacific has made
available and will continue to make available one additional
management team member located in Europe to assist with Verity's
European operations on an as-needed basis. Additionally, the parties
agree that Gary J. Sbona became an employee of Verity effective
February 16, 1998 at an annual salary of $52,000 per year. Also, Mr.
Sbona was appointed a member of Verity's Board of Directors on May 1,
1999. In consideration for the additional services provided by Mr.
Sbona in these capacities and other Regent Pacific personnel as
officers of Verity, as described in this amendment, the parties
acknowledge that Verity has released to Regent Pacific $200,000 of
the retainer escrow."
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Mr. Charles P. Waite, Jr.
Mr. Steven M. Krausz
March 12, 1999
Page 2 of 3
2. Paragraph 2 of the Original Retainer Agreement is hereby amended following
the statement: "Regent Pacific's services do not include the following
activities and/or work product" to read as follows:
"With the exception of Gary J. Sbona, Stephen W. Young, Thomas E.
Gardner, James A. Garvey and John Navas, Regent Pacific personnel
provided under the terms of this engagement shall not be appointed
officers of Verity, and shall not accept nor be held accountable for the
fiduciary obligations of an officer or director of Verity"
The remainder of such paragraph is not amended.
3. The paragraph of the Original Retainer Agreement as amended by the First
Amendment entitled "Fees" is hereby amended in its entirety as follows:
"FEES: We have agreed to provide the work product included in this
agreement for a period of thirty-seven (37) months, including services
covering a non-cancelable period beginning on July 31, 1997 and ending
on February 28, 2000 (the "Non-Cancelable Period"). This service shall
be $50,000 per week, payable in four (4) week increments, each to be
paid in advance of each Regent Pacific standard four-week billing
period. It is agreed and understood the start of each payments of such
cash fees are to be made immediately preceding the start of each
four-week billing period, and that failure to pay such periodic payments
when due shall constitute a breach of this agreement by Verity. It is
further understood that Regent Pacific's fees are to be paid in advance
of the work to be performed, and that the initial payment is to be paid
on or before July 31, 1997. It is further agreed that such cash payments
are earned in full upon receipt by Regent Pacific, by virtue of our
accepting this agreement and the responsibilities it entails, and are
nonrefundable."
4. The paragraph of the Original Retainer Agreement as amended by the First
Amendment entitled "Terms of Agreement" is hereby amended in its entirety
as follows:
"TERM OF AGREEMENT: The term of this agreement shall be for thirty-seven
(37) months unless earlier terminated in accordance with this paragraph.
Regent Pacific hereby commits the availability of its resources to
Verity under this agreement for the full thirty-seven (37) month term of
the engagement, or for the full term of the agreement, if such term is
extended by Verity as provided in this paragraph. Verity may discharge
Regent Pacific at any time after the Non-Cancelable Period provided that
Verity has delivered a 60-day written notice of intent to cancel this
agreement. Verity may, at its option, extend the form of this agreement
for an additional twenty-six (26) week period beyond the thirty-seven
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Mr. Charles P. Waite, Jr. [REGENT PACIFIC LOGO]
Mr. Steven M. Krausz
March 12, 1999
Page 3 of 3
(37) month period by providing written notice to Regent Pacific at any
time on or before February 28, 2000. If Verity elects to exercise its
option to extend the term of this Agreement for such twenty-six (26) week
period, the Non-Cancelable Period also shall be extended automatically
through August 31, 2000. Regent Pacific may withdraw from this assignment
at any time with Verity's consent or for good cause without Verity's
consent. Good cause also includes Verity's breach of this agreement
(including Verity's failure to pay any invoice within five working days of
presentation), or any fact or circumstance that would render our
continuing participation in the assignment unethical or unlawful."
Very truly yours,
REGENT PACIFIC MANAGEMENT CORPORATION
By: /s/ GARY J. SBONA
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Gary J. Sbona
President and Chief Executive Officer
THE FOREGOING IS HEREBY APPROVED AND AGREED TO:
Dated: March 12, 1999
VERITY, INC.
(Signifies full agreement with all terms and conditions)
By: /s/ CHARLES P. WAITE, JR.
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Charles P. Waite, Jr.
Director, on Behalf of the Board of Directors
By: /s/ STEVEN M. KRAUSZ
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Steven M. Krausz
Director, on Behalf of the Board of Directors