Exhibit 10.27
Separation Agreement and Release
This Separation Agreement and Release entered into as of the 1st day of
February, 2001 (the "Effective Date"), is made by and between eBT International,
Inc. (formerly Inso Corporation) ("the Company") and Xxxxxxxx Xxxxxx ("the
Executive"), and constitutes the parties' agreement with respect to the
termination of the Executive's employment.
1. The Executive voluntarily resigns as an officer of the Company and as an
officer and director of all of the Company's subsidiaries effective
February 1, 2001 and as an employee with the Company (apart from holding
an office as aforesaid) on February 9, 2001 (the "Termination Date").
Executive shall execute and return to the Company the resignation letter
attached hereto as Exhibit A.
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2. On the Effective Date, the Executive shall be paid a lump sum severance
payment of $228,000, subject to all applicable federal and state income,
payroll, and other applicable tax withholding.
3. Pursuant to the Company's policy, for the months of February and March
2001, Executive and his family shall be entitled to continue his or their
participation in the Company's medical, dental, and vision care benefit
plans to the same extent, and under the same conditions, that he may be a
participant in such plans on the Resignation Date regardless of the
intervening death of Executive; provided however, such participation shall
cease on March 31, 2001.
4. After March 31, 2001, Executive shall be eligible to continue medical,
dental, and vision care benefits under the provisions of COBRA, and he
will be notified of his COBRA rights at that time.
5. During February and March 2001, Executive's participation in Company
benefit plans, programs, and arrangements not enumerated in paragraph 3
above shall be as described in Attachment A: "Executive Separation
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Agreement, Summary of Benefits Continuation." Executive's entitlement to
and eligibility for further vacation, sick leave and other paid time off
shall cease on the Effective Date. The Executive and the Company agree
that the severance payment described in Section 2 above includes all
earned but unused vacation time accrued by the Executive as of the
Termination Date.
6. Previously granted, but unexercised stock options held by Executive for
the purchase of stock of the Company shall be exercisable pursuant to the
terms of the Company's stock option plans, for a period of 90 days after
the Termination Date or 180 days following the death of Executive, as the
case may be. All previously granted, but unexercised stock options and
restricted shares held by the Executive shall cease to vest on the
Termination Date.
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7. Executive shall be entitled to an incentive compensation payment of
$16,875. This will be paid on the Effective Date.
8. Anything contained in paragraphs 14 and 15 notwithstanding, the Company
and Executive shall continue to be bound by the Non-Disclosure Agreement
executed by Executive on or about July 15, 1997, which Agreement is
incorporated herein by reference.
9. The Company shall pay $10,000 to the Executive in lieu of retaining a firm
to provide Executive Outplacement assistance, payable on the Effective
Date.
10. For a period of 18 months following the Termination Date, the Executive
will not attempt to hire or hire, or attempt to solicit or solicit, any
employee of the Company, or assist in such hiring by anyone else, to work
as an employee or independent contractor, with, or otherwise provide
services to, any business directly competitive with the Company's
business. Notwithstanding the foregoing, the Executive will not be
considered to be in violation of this Agreement if he complies with a
request to provide a written or oral reference for someone seeking
employment where this conduct would otherwise be considered to violate the
provisions of this paragraph.
11. Executive agrees and understands that if he is to breach any Provision of
Paragraph 10 of this Agreement, in addition to all other remedies
available to the Company in law and in equity, the Company shall be
entitled to: (a) discontinue any of its obligations under this Agreement;
and (b) obtain a Court Order enforcing the provisions(s) which Executive
has breached.
12. From and after the date of this Agreement, the Executive shall continue to
be entitled to indemnification as an "Officer" of the Company in
accordance with Article V of the Company's By-laws as in effect as of the
date of this Agreement notwithstanding any subsequent amendment to such
By-laws. The term "Officer" shall have the meaning set forth in Article V
of the Company's By-laws.
13. Executive agrees to return to the Company prior to the Termination Date,
all Company property including, but not limited to, vendor, supplier, and
any other business or mailing lists, reports, files, memoranda, records
and software, credit cards, desk or file keys, computer access codes or
disks, and Company manuals. Executive further agrees that he will not
retain any copies, duplicates, reproductions or excerpts of such property;
except that Executive shall retain an electronic copy of the Company's
legal files for purposes of providing reasonable assistance to the Company
following the Termination Date. Notwithstanding the preceding, Executive
shall not be required to return to the Company the laptop computer and
peripherals purchased by the Company for his use.
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14. Executive acknowledges that, if required to do so under applicable law,
the Company will include a copy of this Agreement as an exhibit to its
Form 10-Q for the applicable fiscal quarter. Until such time as the
Company includes a copy of this Agreement as an exhibit to its Form 10-Q,
the Executive and Company represent and agree that they and their agents
and representatives shall keep completely and strictly confidential the
terms of this Agreement, except as required by law. Even after a copy of
this Agreement is included as an exhibit to the Company's Form 10-Q, the
parties agree to keep completely and strictly confidential any settlement
negotiations that occurred in connection with this Agreement.
15. Executive for himself and on behalf of his heirs, executors,
administrators and assigns, hereby remises, releases and fully discharges
the Company and, to the extent applicable, its present, former, and future
parent companies, subsidiaries and affiliates, and the officers,
directors, attorneys, employees, agents, successors and assigns of each of
them ("the Released Parties") of and from any and all claims, rights and
causes of action of all nature known, unknown, past, present, now
foreseeable or unforeseeable, which he has or may hereafter have, in any
way arising out of, connected with or related to Executive's employment
with any of the Released Parties, the termination thereof or based upon
information made known to Executive during employment with any of the
Released Parties. This Release shall include, but not be limited to, any
claims, damages, rights and causes of action for wrongful discharge,
breach of contract, discrimination or retaliation under any federal, state
or local laws, rules, orders or regulations, including but not limited to
Title VII of the Civil Rights Act of 1964, 42 U.S.C.(S). 2000e et seq.,
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the Age Discrimination in Employment Act, 29 U.S.C.(S).621 et seq., the
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Family and Medical Leave Act, 29 U.S.C.(S).2601 et seq., the Employee
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Retirement Income Security Act, 29 U.S.C.(S).301 et seq., the
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Massachusetts Civil Rights Act, M.G.L. c. 12(S).11H and 11I, the
Massachusetts Fair Employment Practices Act, M.G.L.c. 151B,(S).1 et seq.,
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the Americans with Disabilities Act, 29 U.S.C.(S).12101 et seq., and the
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Massachusetts Equal Rights Act, M.G.L. c. 93,(S).102. This Release shall
also include, but not be limited to, all claims, rights and causes of
action for costs, attorney's fees, bounties, or percentage of awards or
settlements which Executive may assert against or which may be asserted
against the Company by others on Executive's behalf, or against any of the
Released Parties. Executive and the Company intend and agree that this
Release is to be a broad Release to apply to any relief or cause of
action, no matter what it is called, and shall include, but not be limited
to, claims, rights or causes of action for wages, benefits, bonuses,
fines, back pay, share of awards, compensatory damages, and punitive
damages; however, nothing in this Release shall be construed to bar claims
for alleged breaches of this Agreement.
16. The Company, on its behalf, and to the extent applicable, on behalf of its
present, former and future parent companies, subsidiaries and affiliates,
and officers, directors, agents, successors and assigns of each of them
hereby remises, releases, and fully discharges Executive of and from all
claims, demands, causes of action, damages and expenses, of any and every
nature whatsoever, known or unknown by the Company, past or present as a
result
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of actions, omissions or events occurring through the date of this
Agreement in connection with his employment with the Company; however,
nothing in this Release shall be construed to bar claims for alleged
breaches of this Agreement.
17. Executive will not disparage or discuss the Company or its agents,
officers, servants or employees in a derogatory manner. Executive will at
all times state, if asked, that the Company was and is a reputable company
during his employment with the Company and that he was proud to have been
associated with it. The Company's senior executives will not disparage or
discuss the Executive in a derogatory manner and will at all times state
if asked, that the Executive conducted himself honorably and with
distinction and is a reputable person.
18. The Executive herein represents that he has not filed any complaints,
charges or claims for release against the Released Parties with any local,
state, or federal court or administrative agency which currently are
outstanding.
19. The payment by the Company of the consideration referred to herein is not,
and shall not be deemed, an admission of responsibility or liability by
any of the Released Parties.
20. The Executive acknowledges that he has been given twenty-one (21) days to
consider this Agreement and has been advised to consult with an attorney
before signing.
21. Executive acknowledges that:
. He was advised to consult with an attorney to review this
Agreement prior to signing it, and was given a chance to
refuse to sign this Agreement.
. He has read and understands this Agreement and understands
fully its final and binding effect.
. None of the Released Parties had made any statements, promises
or representations not set forth in this Agreement, and
Executive has not relied on any such statements, promises or
representations.
. He has voluntarily signed this Agreement with the knowledge
and understanding and full intention of releasing the Released
Parties as set forth above.
22. This Agreement is binding upon and shall inure to the benefits of the
parties hereto and their respective assigns, successors, heirs and
personal representatives; provided however that the Executive may not
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assign any rights or duties he may have hereunder without prior written
consent of the Company.
23. If any provision of this Agreement is judicially determined to be invalid
or unenforceable as written, then such provision shall, if possible, be
modified and reformed to the degree necessary to render it valid and
enforceable. Any such invalidity or unenforceability of any provision
shall have no effect on the remainder of this Agreement which shall remain
in full
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force and effect.
24. This Agreement is to be governed and will be construed under and in
accordance with the laws of the Commonwealth of Massachusetts.
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25. This Agreement, together with the document incorporated herein by
reference, constitutes the entire agreement between the parties hereto and
supersedes all prior and contemporaneous negotiations, representations,
understandings and agreements, whether written or oral.
IN WITNESS WHEREOF, the Company and Executive have entered into this Agreement
on the date first above written.
eBT International, Inc. The Executive
By:_______________________ _______________________
Xxxxxxxx Xxxxxx
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Exhibit A
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Entered into as of the 1st day of February, 2001
eBT International, Inc.
000 Xxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx
Chairman of the Board of Directors of eBT International,
Inc.
Dear Xxxxx:
Effective February 1, 2001, I hereby resign my position as Vice President,
General Counsel and Secretary of eBT International, Inc., and resign from any
position I hold as an officer or director of any subsidiaries and affiliates of
eBT International, Inc., pursuant to the Separation Agreement and Release
entered into as of the 1st day of February, 2001.
Sincerely,
Xxxxxxxx Xxxxxx
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ATTACHMENT A
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Executive Separation Agreement, Summary of Benefits Continuation
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Period of Interim Employment Termination of Employment
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Begins upon resignation as officer of Begins at end of period of interim
Company. Ends at termination of employment. employment.
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Medical, Dental and Vision
Care Coverage in effect upon resignation may Coverage continues for 31 days
be continued at employee discretion for following termination of employment.
executive and covered family members.
Employee shares cost on same basis as active Employee may continue health coverage
employees through payroll deduction. under provisions of COBRA by paying the
applicable premium.
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Basic Life Basic life insurance coverage continues at Coverage continues for 31 days following
level in effect upon resignation. termination of employment.
Company pays entire cost of coverage. Employee may convert all or part of insurance to
non-group coverage by applying to the insurance
company and paying the applicable premium.
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Optional Life Coverage in effect upon resignation may be Coverage continues for 31 days following
(Employee/Spouse/Child) continued at discretion of employee. termination of employment.
Employee pays entire cost of coverage Employee may convert all or part of
through payroll deduction. insurance to non-group coverage by
applying to the insurance company and
paying the applicable premium.
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Long Term Disability Coverage in effect upon resignation may be Coverage continues for 31 days following
continued at discretion of employee termination of employment.
Employee pays any applicable share of the
cost on the same basis as active employees
through payroll deduction.
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Personal Accident Coverage in effect upon resignation may Coverage continues for 31 days following
be continued at discretion of employee termination of employment.
Employee pays entire cost of coverage Employee may convert all or part of
through payroll deduction. insurance to non-group coverage by
applying to the insurance company and
paying the applicable premium.
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Health Care Account Participation in effect upon resignation may Participation ends at termination of
be continued at discretion of employee. employment.
Employee may continue to request Employee may continue to request
reimbursement for eligible expenses incurred reimbursement for eligible expenses
during period of participation. incurred prior to the termination date.
Employee continues to make contributions on Employee may continue participation under
same basis as active employees through provisions of COBRA by making after-tax
payroll deduction. contributions to the plan.
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Dependent Care Account Participation ends at resignation. NA
No further contributions will be deducted from
pay.
Employee may continue to be reimbursed for
eligible expenses incurred prior to resignation
date.
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401(k) Participation in effect upon resignation may Participation ends at termination of
be continued at discretion of employee. employment.
Employee continues to make contributions on Employee's distribution options depend on
same basis as active employees through the amount of funds on account at
payroll deduction, and Company match termination.
continues per plan provisions.
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Employee Stock Purchase Plan Participation ends at resignation. NA
No further contributions will be deducted from
pay.
Accumulated funds held in the program will
be refunded in the next available pay
period.
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Employee Assistance Program You may continue to access the services of You may continue to access for 60 days
Xxxxx & Xxxxxx Associates, Inc. during your following your termination, the services
period of interim employment. of Xxxxx & Xxxxxx Associates, Inc.
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