MERCATOR SOFTWARE, INC.
August 1, 2003
David Linthicum
[address]
Dear Mr. Linthicum:
This is an agreement ("Agreement") that has been reached with
you in connection with your continued employment with Mercator Software, Inc.
(the "Company"). Capitalized terms not defined herein shall have the meanings
given thereto in that certain Agreement and Plan of Merger (the "Merger
Agreement"), dated as of August 1, 2003, by and among Ascential Software
Corporation, a Delaware corporation ("Ascential"), Greek Acquisition
Corporation, a Delaware corporation and wholly owned subsidiary of Ascential,
and the Company.
1. You and the Company agree that you will continue to
remain employed by the Company from the date hereof
until the end of the sixty (60) day period following
the consummation of the currently contemplated tender
offer to be undertaken by Ascential ("Offer"). During
such period you agree to perform to the best of your
abilities such reasonable duties and responsibilities
as may be assigned to you by the Board of Directors
of the Company or its designee.
2. During such period you shall continue to receive
salary from the Company in accordance with the
Company's regular payroll practices at the rate
currently in effect and shall be entitled to employee
benefits substantially comparable to those presently
being provided to you.
3. Following the consummation of the Offer, you shall,
at the written request of the Company or Ascential,
resign from any and all positions you hold as an
officer or director of the Company, or any of its
respective parents, subsidiaries and affiliates, at
any level.
4. From and after the date which is sixty (60) days
following the consummation of the Offer, either you,
by voluntary resignation, or the Company may
terminate your employment at any time and for any
reason (in each case a "termination"), and upon such
termination you shall execute a release in the form
set forth as Exhibit A hereto, and you shall receive
the severance and change of control benefits that are
payable pursuant to the Company's Change of Control
Benefits Plan (the "Plan") all as set forth in
Exhibit B attached hereto (assuming termination on
September 30,
2003). Nothing contained herein shall be construed as
a waiver of any rights which you may have under any
such agreement or the Plan or an amendment of such
Plan or agreement, provided, however, that (i) you
acknowledge that, except with respect to your death
or disability, any such severance benefits shall be
contingent upon your remaining employed with the
Company during such sixty (60) day period, and (ii)
the amount of any severance payments due to you under
the provisions of the Plan or agreement shall,
notwithstanding anything to the contrary contained
the Plan or agreement, be paid to you in the manner
set forth on Exhibit B (assuming termination on
September 30, 2003) following the date upon which
your employment is terminated. Notwithstanding clause
(i) of the preceding sentence, in the event that the
Company terminates your employment, other than for
Cause (as defined below) during such period, you
shall immediately be eligible for the benefits
pursuant to and in accordance with the Plan, which
shall be subject to the schedule set forth in clause
(ii) of the preceding sentence, in addition to the
remaining amounts due and owing to you with respect
to the balance of the 60 day period. For purposes
hereof, Cause is defined as your commission of an
intentional malicious act, other than an act
performed at the Company's request, that causes
material and substantial harm to the Company.
5. EXHIBIT B contains a statement of the amount and
payment terms of your benefits assuming you are
terminated effective September 30, 2003. The amounts
are subject to adjustment depending on the actual
date of termination in accordance with the terms and
conditions of the Plan. The terms and conditions of
the payments of such amounts will be governed by this
agreement and the Plan.
6 In the event the Offer is not consummated, this
Agreement shall be null and void and of no force or
effect.
If the above sets forth our agreement as you understand it and
consent to it, please so signify by executing the enclosed copy of this letter
and return it to me at the address listed above.
Mercator Software, Inc.
/s/ Roy C. King
-------------------------
Name: Roy C. King
Title: Chairman and CEO
Agreed to and Accepted:
/s/ David Linthicum
-------------------------
Name: David Linthicum