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AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
AND SENIOR ADVISORY ARRANGEMENT
This agreement is made as of April 16, 1998, between Lucy R. Ricciardi
("Ms. Ricciardi"), Hyperion Software Operations Inc. (the "Corporation") and
Hyperion Software Corporation ("Hyperion").
WHEREAS, the Corporation, Hyperion and Ms. Ricciardi are parties to an
Employment Agreement dated as of July 1, 1994 (the "Employment Agreement");
WHEREAS, the Corporation, Hyperion and Ms. Ricciardi are parties to
Amendment No. 1 to Employment Agreement and Senior Advisory Arrangement dated as
of December 3, 1996 ("Amendment No. 1");
WHEREAS, Ms. Ricciardi desires to retire from her full-time employment with
the Corporation effective as of July 31, 1998 and the Corporation has agreed
that Ms. Ricciardi will retire as of such date;
WHEREAS, the Corporation desires to retain a business relationship with Ms.
Ricciardi following July 31, 1998 so that Ms. Ricciardi can provide advisory
services to the Corporation; and
WHEREAS, Ms. Ricciardi desires to render such advisory services to the
Corporation as set forth herein.
NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. TERM OF EMPLOYMENT. Notwithstanding any provision of the Employment
Agreement to the contrary, Ms. Ricciardi's full time employment with the
Corporation will terminate on July 31, 1998 (the "Retirement Date") and, to the
extent inconsistent herewith, paragraphs 2 and 8 of the Employment Agreement are
hereby modified such that neither the Corporation nor Ms. Ricciardi may
terminate such employment prior to the Retirement Date. Ms. Ricciardi
acknowledges and agrees that the Corporation may reasonably amend, modify or
eliminate prior to the Retirement Date some or all of her job responsibilities
or authority and her title and office of Chief Financial Officer upon the hiring
of a successor Chief Financial Officer; that she will, upon request of the
Corporation, resign prior to the Retirement Date from all or any of the offices
she currently holds with the Corporation, its parent and/or its subsidiaries,
except that Ms. Ricciardi shall not be required to resign from the office of
Senior Vice President of the Corporation until the Retirement Date; and that any
of the foregoing circumstances shall not entitle her to receive severance
payments or benefits pursuant to paragraph 8(g) of the Employment Agreement.
Notwithstanding the occurrence of any of the circumstances set forth in the
preceding sentence, Ms. Ricciardi shall continue to receive all compensation and
other benefits set forth in the Employment Agreement through the Retirement
Date. A pro-rata share of targeted cash incentive will accrue through the
Retirement Date. As of the Retirement Date, Ms. Ricciardi's entitlement to
compensation, benefits and/or all other types of remuneration as an employee of
the Corporation shall cease, except as required by federal or state law;
provided however that all non-qualified stock options granted by Hyperion to Ms.
Ricciardi under Hyperion's 1991 Stock Plan shall continue in full force and
effect in accordance with the respective terms and conditions of such 1991 Stock
Plan and the Non-Qualified Stock Option Agreements evidencing such options so
long as Ms. Ricciardi maintains the business relationship with the Corporation
described in paragraph 2 hereof. The Corporation agrees Ms. Ricciardi's stock
options referred to in the preceding sentence shall be treated similarly to the
stock options existing as of the date hereof of its vice presidents and/or
senior vice presidents in the event the Corporation determines to accelerate,
convert or modify in any way such existing stock options generally.
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2. SENIOR ADVISORY ARRANGEMENT. For the period from the Retirement Date
through August 1, 2002 (the "Senior Advisory Term"), Ms. Ricciardi shall serve
the Corporation as a senior advisor to the Chairman of the Board of Directors.
In such capacity, Ms. Ricciardi will make herself available on a part-time basis
to provide advisory services to the Corporation regarding significant events,
transactions and strategies relating to the Corporation. Ms. Ricciardi agrees to
make herself available for a maximum of eight (8) hours per month or an
aggregate of 12 days per year to provide such advisory services; except during
each of the four quarterly closing months when Ms. Ricciardi shall be available
for up to twenty four (24) hours (the "Base Services"). For each year of the
Senior Advisory Term, Ms. Ricciardi will be paid the sum of $1,000 for the Base
Services. In the event the Corporation requests, and Ms. Ricciardi agrees to
provide, advisory services in excess of the Base Services, the Corporation shall
pay Ms. Ricciardi a mutually agreeable per diem amount for any such additional
services. The Senior Advisory Term may be extended or earlier terminated only by
mutual written consent of Ms. Ricciardi and the Corporation.
3. CLARIFICATION OF EMPLOYMENT AGREEMENT PROVISIONS. Consistent with the
foregoing, the Employment Agreement is further amended and clarified as follows:
a. The two-year restriction set forth in paragraph 9 of the Employment
Agreement ("Restrictions on the Employee") shall commence on the Retirement
Date.
b. The two-year restriction set forth in paragraph 10 of the Employment
Agreement ("Covenant Not to Compete") shall commence on the Retirement
Date.
c. The restrictions and obligations of Ms. Ricciardi set forth in paragraph
11 of the Employment Agreement ("Proprietary Information") shall include
and extend to all "proprietary information" (as such term is used in the
Employment Agreement) which Ms. Ricciardi is exposed to as a result of the
senior advisory arrangement and shall encompass her provision of services
to the Corporation as described in paragraph 2 hereof.
4. Except as set forth herein, the Employment Agreement shall remain in
full force and effect in accordance with its terms.
5. This Agreement and all rights hereunder are personal to Ms. Ricciardi
and shall not be assignable by her. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective personal
representatives, heirs, administrators, successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 to
Employment Agreement and Senior Advisory Arrangement as of the day and year
first above written.
HYPERION SOFTWARE OPERATIONS INC.
and HYPERION SOFTWARE CORPORATION
By: /s/ James A. Perakis
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James A. Perakis
Their Chief Executive Officer and Chairman
/s/ Lucy R. Ricciardi
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Lucy R. Ricciardi