Executive Change of Control Po

Executive Change of Control Policy - Sagent Technology Inc.

                       EXECUTIVE CHANGE OF CONTROL POLICY
        In the event of a merger of the Company with or into another corporation
in which the holders of at least 50% of the Company's outstanding voting power
hold less than 50% of the outstanding voting power immediately after such
merger, or the sale of substantially all of the assets of the Company
(collectively, a 'Change of Control'), each outstanding Option of the Key
Executives identified by the Board of Directors shall be assumed or an
equivalent option or right substituted by the successor corporation or a Parent
or Subsidiary of the successor corporation.
        If the Option is assumed after a Change of Control and the Key Executive
remains an employee at the time of such Change of Control, immediately upon such
Change of Control, 50% of the unvested portion of the Option shall accelerate
and become immediately exercisable and the remaining unvested portion of the
Option shall vest according the normal vesting schedule. Thereafter, if during
the one-year period after the date of the Change of Control the Key Executive is
terminated not for Cause or voluntarily terminates employment for Good Reason,
each as defined below, the remaining unvested portion of the Option shall
accelerate and become immediately exercisable.
        As used herein, Cause shall mean (i) willful failure by the Key
Executive to substantially perform his duties hereunder, other than a failure
resulting from the Key Executive's complete or partial incapacity due to
physical or mental illness or impairment; (ii) a willful act by the Key
Executive which constitutes misconduct and which is injurious to the Company; or
(iii) a material and willful violation of a federal or state law or regulation
applicable to the business of the Company.
        As used herein, 'Good Reason' shall mean the following (unless such
event(s) applies generally to all senior management of the Company):
               (A) without the Key Executive's express written consent, the
assignment to the Key Executive of any duties or the reduction of the Key
Executive's duties, either of which results in a significant diminution in the
Key Executive's position or responsibilities with the Company in effect
immediately prior to the Change of Control, or the removal of the Key Executive
from such position and responsibilities;
               (B) without the Key Executive's express written consent, a
substantial reduction, without good business reasons, of the facilities and
perquisites (including office space and location) available to the Key Executive
immediately prior to such reduction;
               (C) a material reduction by the Company in the base salary or
bonus opportunity of the Key Executive as in effect immediately prior to such
reduction;
               (D) a material reduction by the Company in the kind or level of
the Key Executive benefits to which the Key Executive is entitled immediately
prior to such reduction with the result that the Key Executive's overall
benefits package is significantly reduced;
               (E) the relocation of the Key Executive to a facility or a
location more than 50 miles from the Key Executive's then present location,
without the Key Executive's express written consent; or
               (F) any purported termination of the Key Executive's employment
by the Company which is not effected for death, disability or for Cause, or any
purported termination for which the grounds relied upon are not valid.