A 60-day notice clause is Automattic's documented way out of $8.15M in severance

Inside the agreements there is one documented way for Automattic to terminate an executive and pay nothing. Written notice of the breach has to go out within 60 days of the company learning about it. The executive then gets 30 days to cure it, where a cure is possible. A majority of the board has to confirm it ^[13]. Sixty plus thirty is ninety, so that route can run three months from the day the company learns of the conduct to the day the board votes ^[23]. The grounds are enumerated: gross negligence that materially harmed the company, wilful dishonesty, fraud or material misrepresentation, serious violation of law, significant breach of confidentiality or intellectual property obligations, and a felony or a crime involving moral turpitude ^[14].

Directors who backed the 9 September vote have since left Automattic ^[3]. So the board majority that would have to confirm a for-cause termination is a different board from the one that removed Mullenweg ^[26].

Davis was the acting chief executive on the day his severance document took effect ^[27]. A separate clause in it says that losing the interim CEO role would not count as good reason if he stayed on as CFO ^[15]. mezha.net argues that is drafting built around his particular position, to avoid a payout once the interim term ended ^[16]. Mullenweg fired him after returning ^[8].

The $8.15M covers both packages and counts two of their four components: one year of base salary and accelerated vesting ^[7]. Exercise of vested options and 12 months of continued health coverage sit on top ^[6]. An even split would be about $4.08M each ^[24]. Davis held no Automattic shares when he was fired, only a large block of unexercised options, and a source said he had sold his shares a few months earlier ^[18].

Collecting is conditional. Each man has to sign a broad release of claims against the company and observe confidentiality, non-solicitation and other post-termination restrictions ^[12]. Automattic's lawyers are working out whether the agreements must be honoured or whether the company will attack their validity ^[9]. Gibson Dunn is out as counsel, replaced by Steven Shackelford and Shawn J. Rabin of Susman Godfrey ^[10]. The corporate account of general counsel Jordan Hinks was deactivated, which mezha.net says may point to his dismissal ^[11].

Mullenweg said Davis had conspired with three board members behind his back to hold the vote, and that he was told only 50 minutes beforehand, with no time to route the decision to outside lawyers ^[17]. That account reaches us through TechCrunch, in mezha.net's Ukrainian translation. The same report gives two readings of the board's purpose: shielding the executives from the financial consequences of a failed removal ^[20], and taking temporary control ahead of a possible strategic deal, a motive sources said Mullenweg suspected ^[22]. It also notes that mutual severance agreements are not by themselves evidence of wrongdoing ^[19]. Automattic is in litigation with hosting provider WP Engine, where Mullenweg was accused in July of destroying evidence, including messages in Signal, WhatsApp and Telegram ^[21].

Automattic's products and customers do not come into the report at all; what it describes is a governance fight and a payment obligation ^[25].