MERCATOR SOFTWARE INC
EMPLOYMENT AGREEMENT DATED 09/20/2000
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT DATED 09/20/2000
<TEXT>

<PAGE>

Exhibit 10.3

                             EMPLOYMENT AGREEMENT
                             --------------------

Employment Agreement ("Agreement") made and entered into as of September 20,
2000 by and between Constance F. Galley (the "Employee"), and Mercator Software
Inc. ("Mercator"), a Delaware corporation having its principal place of business
at 45 Danbury Road, Wilton, Connecticut 06897.

WHEREAS, Mercator wishes to employ the Employee and the Employee wishes to be
employed under the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:

1.   Employment and Term.
     --------------------

     1.1  Mercator hereby employs the Employee as President and Chief Executive
     Officer for a term of employment as defined in paragraph 1.2 hereof. The
     Employee shall, consistent with the bylaws of Mercator and as required by
     the Board of Directors of Mercator (the "Board"), be responsible for and
     perform all lawful services, acts or things necessary or advisable which
     are normally associated with the positions of President and Chief Executive
     Officer, including managing the operations of the Company. In this position
     the Employee is subject to the direction and supervision of the Board and
     shall report directly to the Board. In addition, Mercator shall cause the
     Employee to continue to serve as a member of the Board.

     1.2  The Employee's employment hereunder shall commence on the date hereof
     and shall continue in effect through the second anniversary of the date
     hereof; except that on each day on which the Employee is employed
     hereunder, the term of this Agreement shall automatically be extended for
     an additional day.  The term of this Agreement shall expire upon any
     termination of the Employee's employment pursuant to paragraph 6 hereof.

     1.3  The Employee shall have such powers and duties as may from time to
     time be prescribed by the Board, provided that such duties are consistent
     with the Employee's position as President and Chief Executive Officer.  The
     Employee shall devote substantially all of her working time and efforts to
     the business and affairs of Mercator.  Notwithstanding the foregoing,
     nothing shall preclude the Employee from serving on the boards of directors
     of a reasonable number of other corporations or the boards of a reasonable
     number of trade associations which are not competitive with Mercator, or
     managing her personal investments and affairs, provided that none of the
     foregoing activities interfere with the proper performance of her duties
     and responsibilities as Mercator's President and Chief Executive Officer.

     1.4  The Employee's principal place of employment during her employment
     with Mercator shall be in Wilton, Connecticut.

2.   Compensation.
     ------------

     2.1  Mercator agrees to pay the Employee a salary at the annualized rate of
     Three Hundred Fifty Thousand Dollars ($350,000.00) ("Base Salary") payable
     in accordance with Mercator's standard payroll practices. Such salary shall
     be reviewed at least annually by the Board and shall be subject to
     increase, but not decrease, during the term of this Agreement.

     2.2  The Employee shall be eligible to receive a target bonus equal to
     fifty percent (50%) of the Employee's Base Salary for each calendar year
     during the Employee's term of employment.  The Employee's actual bonus for
     any year may be greater or less than the target bonus and such actual bonus
     shall be determined based upon criteria established by the Compensation
     Committee of the Board, with input from the Employee, at the beginning of
     each year.  Such bonus shall be payable no later than the first
<PAGE>

     date that any other senior-level employees are paid their bonus.

     3.   Benefits and Expenses.
          ----------------------

     3.1  The Employee shall be entitled to participate in all benefit plans,
     programs and arrangements of Mercator on the same basis, subject to the
     same qualifications as other Mercator employees and pursuant to Mercator's
     then prevailing policies, including, without limitation, any group medical,
     hospitalization, 401K plan or other fringe benefit plans in effect with
     respect to employees and executives of Mercator in general, but not
     including any group profit sharing or other profit-based incentive program.

     3.2  The Employee shall be entitled to the same number of paid
     holidays per year as set forth by Mercator for its employees in general
     plus twenty (20) paid vacation days to be scheduled by the mutual agreement
     of the parties.

     3.3  Upon presentation of proper documentation and receipts, Mercator will
     promptly reimburse the Employee for expenses she reasonably incurs in
     connection with the performance of her duties (including business travel
     and entertainment expenses). In addition, Mercator shall reimburse the
     Employee for all legal fees and expenses incurred by the Employee in
     connection with the preparation, negotiation and documentation of her
     employment arrangements with Mercator upon submission of documentation
     evidencing such expenses.

4.   Stock Options.   During each year of the Employee's term of employment, the
     --------------
     Employee shall be eligible for a grant of Mercator stock options. Such
     grants shall be at a level, and on terms and conditions that are
     commensurate with her position and responsibilities with Mercator and
     appropriate in light of corresponding grants to other senior-level
     employees of Mercator. At the Employee's election, any such options may be
     transferable by the Employee to (i) one or more members of her immediate
     family (including the Employee's spouse and lineal descendants and spouses
     of lineal descendants); (ii) trusts for the benefit of the Employee and/or
     any person referred to in clause (i); (iii) entities wholly owned by the
     Employee and/or any persons or trusts referred to in clause (i) or (ii); or
     (iv) charitable organizations.


5.   Employment Guidelines and Confidentiality.
     -----------------------------------------

     5.1  The Employee shall at all times be bound by and adhere to the
     Conditions of Employment attached hereto as Appendix B and incorporated
     herein by reference, including as such Conditions of Employment may be
     changed by Mercator from time to time, following communication of any such
     changes to the Employee in writing.

     5.2  At all times, both during the Employee's employment by Mercator and
     after her termination, the Employee will keep in confidence and trust all
     proprietary and confidential materials and information of Mercator and of
     Mercator's clients, including valuable trade secrets ("Confidential
     Information"). The Employee will not use or disclose any such Confidential
     Information or anything relating to it without the written consent of
     Mercator, except in the ordinary course of performing her duties as an
     employee of Mercator, to her attorney on an as needed basis or, if the
     Employee is requested or required (orally or in writing) to do so by court
     order, subpoena, administrative order, proceeding, civil investigatory
     demand, interrogatory or any similar legal process, provided that the
     Employee gives ten (10) days notice (or such shorter time as required by
     such process) of any such request or requirements to Mercator prior to
     disclosing the Confidential Information in order to allow Mercator to
     protect the Confidential Information.

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6.   Termination.
     ------------

     6.1  (a)  Notice of Termination. Any purported termination of the
               ----------------------
     Employee's employment by Mercator or by the Employee shall be communicated
     by written Notice of Termination to the other party hereto.  For purposes
     of this Agreement, a "Notice of Termination" means a notice which shall
     indicate the specific termination provision in this Agreement relied upon
     and shall set forth in reasonable detail the facts and circumstances
     claimed to provide a basis for termination of the Employee's employment
     under the provision so indicated; notwithstanding the foregoing, if
     Mercator terminates the Employee's employment other than for Cause (as
     hereinafter defined) or if the Employee terminates her employment without
     Good Reason (as hereinafter defined), Mercator or the Employee, as the case
     may be, shall not be required to state the reasons for such termination in
     the Notice of Termination.

          (b)  Date of Termination.  "Date of Termination" means the date
               --------------------
     specified in the Notice of Termination but no less than 10 days after the
     date of the Notice of Termination if given by Mercator and no less than 30
     days after the date of the Notice of Termination if given by the Employee.

     6.2  (a)  The Employee's employment under this Agreement shall terminate
     upon the death of the Employee, without further act of Mercator. In
     addition, either party may terminate the Employee's employment under this
     Agreement as a result of the Employee's Disability, upon at least 15 days
     prior written notice to the other party. For purposes hereof, "Disability"
     shall mean that the Employee, by reason of physical or mental disability
     (excluding infrequent and temporary absences due to ordinary transitory
     illness) shall be unable to perform the services required of her hereunder
     for more than three (3) consecutive months or for an aggregate of six (6)
     months during any twelve (12) month period. Disability shall be determined
     by a licensed physician selected by Mercator and reasonably acceptable to
     the Employee.

          (b)  Upon any termination of the Employee's employment hereunder as a
     result of the Employee's death or Disability, the Employee shall be
     entitled to receive (i) her Base Salary and the monetary equivalent of any
     accrued but unused vacation days through the Date of Termination, (ii) a
     bonus amount equal to her target bonus for the year of termination, pro
     rated through the Date of Termination, payable within 45 days after the
     Date of Termination, and (iii) any additional amounts due to her hereunder
     or under any benefit plan, program or arrangement of Mercator. In addition,
     notwithstanding any provision in any option agreement or plan to the
     contrary, in the past or in the future, upon any such termination, all of
     the Employee's Mercator stock options shall immediately vest and shall
     remain exercisable by the Employee (or her estate or beneficiaries) for the
     remainder of their originally stated terms. If, however, at the time of the
     Employee's death, the Employee is receiving severance compensation per the
     terms of this Agreement, unpaid severance will be paid to the Employee's
     estate in a lump sum.

     6.3  Mercator shall have the right to terminate the Employee's employment
     under this Agreement for Cause upon prior Notice of Termination to the
     Employee. Cause means: (i) the Employee is convicted of a felony (ii) the
     Employee's willful neglect of her material obligations and duties
     hereunder, which neglect the Employee shall fail to remedy within ten (10)
     days after written demand from Mercator, or (iii) the Employee willfully
     engages in conduct demonstrably and materially injurious to Mercator,
     monetarily or otherwise, and fails to remedy such conduct within 10 days
     after receipt of Notice thereof from Mercator. For the purpose of this
     clause, no act, or failure to act, on the part of the Employee shall be
     deemed "willful" unless done, or omitted to be done, by the Employee not in
     good faith and without reasonable belief that her action or omission was
     in, or not opposed to, the best interests of Mercator. Upon any

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<PAGE>

     termination of the Employee's employment hereunder by the Company for
     Cause, the Employee shall be entitled to receive (i) her Base Salary and
     the monetary equivalent of any accrued but unused vacation days through the
     Date of Termination, and (ii) any additional amounts due to her hereunder
     or under any benefit plans, program or arrangement of Mercator. Upon any
     such termination, any options granted hereunder shall immediately expire.

     6.4  Mercator shall have the right to terminate the Employee's employment
     under this Agreement, without Cause, at the discretion of the Board of
     Directors by Notice of Termination. If such termination occurs, Mercator
     shall pay or provide the Employee (i) unpaid salary and the monetary
     equivalent of any accrued but unused vacation days through the Date of
     Termination, (ii) from the Date of Termination a severance compensation of
     eighteen (18) months of Base Salary at the rate then in effect payable in
     accordance with Mercator's standard payroll practices, (iii) a bonus amount
     equal to her target bonus for the year of termination, pro rated through
     the Date of Termination, payable within 45 days after the Date of
     Termination; (iv) a bonus equal to one hundred and fifty percent (150%) of
     her annual target bonus, payable during the eighteen (18) month period
     referred to in paragraph 6.4(ii) at the same time as the severance
     compensation paid in paragraph 6.4(ii); (v) eighteen (18) months of
     continuance of the eligible benefits set forth in paragraph 3.1 and (vi)
     any additional amounts due hereunder or under any benefit plan, program or
     arrangement of Mercator. Nothwithstanding any provision in any option
     agreement or plan to the contrary, in the past or in the future, upon any
     such termination all of the Employee's Mercator stock options will
     immediately vest and shall remain exercisable for the remainder of their
     originally stated terms.

     6.5  The Employee shall have the right to terminate the Employee's
     employment under this Agreement by Notice of Termination for Good Reason.
     "Good Reason" means, without the Employee's written consent, the occurrence
     of any of the following: (i) a significant diminution of, or the assignment
     to the Employee of any duties inconsistent with, the Employee's title,
     status, duties or responsibilities specified in paragraphs 1.1 and 1.3
     hereof; (ii) a reduction by Mercator in the Employee's annual Base Salary
     as in effect on the date hereof or as the same may be increased from time
     to time or the Employee's target bonus as a percentage of Base Salary;
     (iii) the failure by Mercator to continue in effect any compensation plan
     or other fringe benefit provided by Mercator in which the Employee is then
     participating which by itself or in the aggregate is material to the
     Employee's total compensation unless there shall have been instituted a
     replacement or substitute plan or fringe benefit providing comparable
     benefits; (iv) the relocation of the Employee's office at Mercator more
     than fifty (50) miles from Wilton, CT; or (v) the failure of Mercator to
     obtain the written assumption of this Agreement by any successor to all or
     substantially all of its assets or business within thirty (30) days after a
     merger, consolidation, sale or similar change of control transaction. Upon
     any such termination, the Employee shall be entitled to the same payments
     and benefits (including, without limitation, vesting of options) specified
     in paragraph 6.4.

     6.6  The Employee may terminate her employment under this Agreement at any
     time, without Good Reason, by sending a Notice of Termination in accordance
     with paragraph 6.1. Upon any such termination, the Employee shall be
     entitled to the same payments and benefits specified in paragraph 6.3;
     provided, however, that any options granted to the Employee which have
     --------  -------
     vested prior to the Termination Date shall remain exercisable until the
     originally scheduled expiration date thereof. A termination under this
     paragraph 6.6 shall not be deemed a breach of this Agreement.

     6.7  Within one year following a "Change of Control" of Mercator (as
     defined below), the Employee may elect to terminate her employment upon
     thirty (30) days' written notice to the Board.  In the event that the
     Employee shall elect to terminate her employment pursuant to this
     paragraph, upon any such termination the Employee shall be entitled to the
     same payments and benefits (including, without

                                       4
<PAGE>

     limitation, vesting of options) as specified in paragraph 6.4. Upon a
     "Change of Control" of Mercator (as defined below) notwithstanding any
     provision in any option agreement or plan to the contrary, in the past or
     in the future, all of the Employee's outstanding stock options will vest
     and become immediately exercisable.

     6.8   Upon Notice of Termination of this Agreement, irrespective of the
     reason therefor, the Employee shall promptly turn over to Mercator all
     proprietary and confidential materials of the kind referred to in Section 5
     and all tangible forms of the Employee's work product (including work
     files) without retaining any copies or duplicates thereof, except as to
     which Mercator may in writing give permission.

     6.9   In the event of any termination of the Employee's employment with
     Mercator under the Agreement, the Employee shall be under no obligation to
     seek other employment or otherwise mitigate the obligations of Mercator,
     and, there shall be no offset against amounts due to the Employee under
     this Agreement on account of any remuneration or other benefit earned or
     received by the Employee attributable to any subsequent employment that she
     may obtain.

     6.10  Any amounts due under this Section 6 are considered to be reasonable
     by Mercator and are not in the nature of a penalty.


     6.11  For purposes of this Agreement, a "Change of Control" shall be deemed
     to have occurred if (a) any "person" (as such term is used in Sections
     13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act"), other than a trustee or other fiduciary holding securities
     under an employee benefit plan of Mercator, or a corporation owned,
     directly or indirectly by the stockholders of Mercator in substantially the
     same proportions, becomes after August 18, 2000 the "beneficial owner" (as
     defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
     securities of Mercator representing 20% or more of the combined voting
     power of Mercator's then outstanding securities; (b) the composition of the
     Board changes such that, during the employment period, individuals who at
     the beginning of such period constitute the Board and any new director
     whose election by the Board or nomination for election by Mercator's
     stockholders was approved by a vote of at least three-fourths (3/4) of the
     directors then still in office who either were directors at the beginning
     of the period or whose election or nomination for election was previously
     so approved, cease for any reason to constitute a majority thereof; (c)
     substantially all the assets of Mercator are disposed of by Mercator
     pursuant to a merger, consolidation, partial or complete liquidation, a
     sale of assets (including stock of a subsidiary) or otherwise, but not
     including a reincorporation or similar transaction resulting in a change
     only in the form of ownership of such assets, or (d) Mercator combines with
     another Company and is the surviving corporation but, immediately after the
     combination, the shareholders of Mercator immediately prior to the
     combination hold, directly or indirectly, 50% or less of the voting stock
     of the combined company.


7.   Restrictive Covenants.
     ----------------------

     7.1   The Employee agrees that during the term of this Agreement and for a
     period of eighteen (18) months following the Date of Termination of this
     Agreement, she will not, directly or indirectly, own, operate, manage,
     join, control, or participate in the ownership, management, operation or
     control of, or be connected with as a partner, stockholder, director,
     officer, agent, employee, or consultant, any business, firm, or corporation
     in any capacity that involves the development, production or sale of any
     product that is directly competitive with Mercator in the territories
     Mercator serves; except that nothing in this Section 7.1 shall bar the
     acquisition of any publicly traded securities which do not confer upon the
     Employee the right

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     to control or influence the policy of the issuer.

     7.2  The Employee further agrees that for a period of one (1) year
     following the termination of this Agreement, she will not, without the
     prior written consent of Mercator, (a) solicit for employment any of the
     staff of Mercator or of Mercator's customers, or (b) solicit the business
     of Mercator's customers for products that are directly competitive to
     Mercator products.

     7.3  In the event a court of competent jurisdiction finds any part of this
     Article 7 unenforceable, the parties agree that such finding shall not
     effect or render invalid or unenforceable any other provision of this
     Article. The parties further agree to execute any amendments necessary to
     accomplish the intent of this Article to the fullest extent possible under
     the law.

8.   Remedies.  The parties hereto recognize that, in the event of any breach by
     ---------
     the Employee of the provisions of Paragraphs 5.2 or 7 hereof, damages may
     be difficult, if not impossible, to ascertain and it is therefore agreed
     that Mercator, in addition to and without limiting any other remedy it
     might have under this Agreement, or at law or in equity, shall be entitled
     to an injunction against the Employee issued by any court of competent
     jurisdiction enjoining any such breach.

9.   Representation and Warranty.  The Employee represents and warrants that she
     ----------------------------
     is not now or on the date of commencement of this Agreement, a party to any
     agreement, contract or understanding, whether of employment or otherwise,
     which would in any way restrict or prohibit her from undertaking or
     performing employment in accordance with the terms and conditions of this
     Agreement.

10.  Indemnification.  (a)  Mercator agrees that (i) if the Employee is made a
     ---------------
     party, or is threatened to be made a party, to any threatened or actual
     action, suit or proceeding, whether civil, criminal, administrative,
     investigative, appellate or otherwise (a "Proceeding") by reason of the
     fact that she is or was a director, officer or employee of Mercator or is
     or was serving at the request of Mercator as a director, officer, member,
     employee or agent of another corporation, partnership, joint venture, trust
     or other enterprise, including service with respect to employee benefit
     plans, whether or not the basis of such Proceeding is the Employee's
     alleged action in an official capacity while serving as a director,
     officer, member, employee or agent, the Employee shall promptly be
     indemnified and held harmless by Mercator to the fullest extent legally
     permitted or authorized by Mercator's certificate of incorporation or
     bylaws or, if greater, by the laws of the State of Delaware against any and
     all costs, expenses, liabilities and losses (including, without limitation,
     attorney's fees, judgments, interest, expenses of investigation, penalties,
     fines, ERISA, excise taxes or penalties, amounts paid or to be paid in
     settlement) reasonably incurred or suffered by the Employee in connection
     therewith.  Such indemnification shall continue as to the Employee even if
     she has ceased to be a director, member, trustee, fiduciary, partner,
     employee, agent, manager, consultant or representative of Mercator or, at
     Mercator's request, of another person or entity and shall inure to the
     benefit of the Employee's heirs, executors and administrators.  Mercator
     shall advance to the Employee all costs and expenses incurred by the
     Employee in connection with any such Proceeding within 15 days after
     receiving written notice requesting such an advance.  Such notice shall
     include, to the extent required by applicable law, an undertaking by the
     Employee to repay the amount advanced if she is ultimately determined not
     to be entitled to indemnification against such costs and expenses.

     (b)  Neither the failure of Mercator (including its board of directors,
     independent legal counsel or stockholders) to have made a determination
     prior to the commencement of any proceeding concerning payment of amounts
     claimed by the Employee under paragraph 10(a) that indemnification of the
     Employee is proper because she has met the applicable standard of conduct,
     nor a determination by Mercator (including its board of directors,
     independent legal counsel or stockholders) that the Employee has not met

                                       6
<PAGE>

     such applicable standard of conduct, shall create a presumption that the
     Employee has not met the applicable standard of conduct.

     (c)   Mercator agrees to continue and maintain a directors' and officers'
     liability insurance policy covering the Employee to the extent Mercator
     provides such coverage for its other executive officers, and to no
     significantly lesser extent than in effect on the date hereof.



11.  Miscellaneous.
     --------------

     11.1  Should any provision or part of this Agreement be declared void or
     unenforceable by any court or administrative body of competent
     jurisdiction, such provisions or part shall be deemed severable and,
     without further action by the parties to this Agreement, shall be severed
     from the remainder of this Agreement which shall continue in all respects
     valid and enforceable.

     11.2  Any notices or communications hereunder shall be in writing and shall
     be personally delivered or sent by registered or certified mail to the
     addresses specified on the last page hereof or, after proper notice, to
     such addresses as the parties may specify.

     11.3  Agreement shall be binding upon and inure to the benefit of Mercator,
     its successors or assigns, or any corporation which acquires all or
     substantially all of its assets. This Agreement is personal as to the
     Employee and shall not be assignable by the Employee.

     11.4  This Agreement constitutes the entire understanding of the parties
     hereto with respect to the Employee's employment and her compensation
     therefor and supersedes any prior Agreements and understandings between the
     parties concerning employment or compensation.

     11.5  Except as otherwise set forth in this Agreement, the respective
     rights and obligations of the parties hereunder shall survive any
     termination of the Employee's employment hereunder.

     11.6  This Agreement shall be governed by and construed under the laws of
     the State of Connecticut.

     11.7  The captions appearing in this Agreement appear as a matter of
     convenience only and in no way define or limit the scope and intent of any
     of the provisions hereof.

     11.8  No provision in this Agreement may be amended unless such amendment
     is set forth in a writing signed by the parties.  No waiver by either party
     of any breach of any condition or provision contained in this Agreement
     shall be deemed a waiver of any similar or dissimilar condition or
     provision at the same or any prior or subsequent time.  To be effective,
     any waiver must be set forth in a writing signed by the waiving party.

     11.9  This Agreement may be executed in two or more counterparts, each of
     which shall be deemed an original, but all of which, when taken together,
     shall constitute one and the same instrument.

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<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first set forth above.


Mercator Software Inc.              The Employee:
45 Danbury Road
Wilton, CT 06897


                                    /s/ Constance F. Galley
By: _________________________       --------------------------
                                    Constance F. Galley
                                    23 Burritts Landing South
                                    Westport, CT 06880

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