SEPARATION AGREEMENT AND RELEASE
THIS SEPARATION AGREEMENT AND RELEASE (“ Agreement ”) is made by and between David Sikora (“ Employee ”)
and Pervasive Software Inc., a Delaware corporation (the “ Company ” and together with Employee, the “ Parties ”).
WHEREAS, Employee was employed by the Company as its President and Chief Executive Officer;
WHEREAS, Employee and Company entered into an Agreement Respecting Trade Secrets, Inventions, Copyrights and
Patents dated January 2, 2002.
WHEREAS, the Company granted Employee certain options (the “ Option ”) to purchase shares of the Company’s
Common Stock subject to the terms and conditions of the Company’s 1997 Stock Incentive Plan (the “ Incentive Plan ”) and the
Stock Option Agreements between the Company and Employee (the “ Stock Option Agreements ”), reflecting Option grants as
follows: December 31, 2001 (200,000 Options); January 2, 2002 (136,984 Options); January 2, 2002 (363,016 Options); June 19,
2003 (200,000 Options); and December 17, 2003 (200,000 Options).
WHEREAS; the Company and Employee have agreed that Employee’s employment as President and CEO and service on
the Company’s Board of Directors and with any of the Company’s subsidiaries will terminate effective January 23, 2006 (the “
Termination Date ”);
WHEREAS, the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions and
demands that Employee may have against the Company, including, but not limited to, any and all claims arising or in any way
related to Employee’s employment and/or board service with or separation from the Company;
NOW, THEREFORE, in consideration of the promises made herein, the Parties hereby agree as follows:
1. Consideration .
(a) The Company agrees to pay to Employee (i) a lump sum payment in the amount of $150,000, less applicable
withholding, on or before January 31, 2006 (provided that the Effective Date of this Ag