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SumTotal extends option exercising period for departing CEO

SumTotal Systems, the Mountain View developer of personnel training and management software, said Monday that its chief executive, Don Fowler, 70, was retiring, effective Nov. 1, although he would continue as a “business advisor” to the company through his official termination date on Dec. 31.

Fowler’s transition agreement includes changes to his option terms so that 86,147 unvested stock options will vest Dec. 31, and that 535,000 of his options will be exercisable until the earlier of Dec. 31, 2010 or their original expiration date. Usually employees are given 90 days after their employment is terminated during which they may exercise their options. Given that SumTotal shares had their biggest drop in nearly a year when they dropped 11.4 percent on Oct. 8 to close at $3.50, an all-time low, now would not be the best of times to liquidate his option stash.

He is to be replaced by Arun Chandra, 47, a former Hewlett-Packard vice president who was most recently vice president of operations at Unisys. From 2005 to 2007, Chandra served as chief executive of  iPolicy Networks, a privately-held provider of network security tools.

Incoming CEO Chandra will make $475,000 in annual salary and have a target bonus equal to that amount, half of which is guaranteed during his first six months on the job. He will also receive an option grant good on 850,000 shares. Too bad for him that SumTotal shares jumped 28 cents, or 6.6 percent Monday before the news was released. He will be forgiven should he find himself hoping that the stock doesn’t gain much more traction between now and when he starts.

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