EX-10
EXHIBIT 10(b)(9)
INTER*ACT ELECTRONIC MARKETING, INC.
SEVERANCE AGREEMENT FOR KEY EMPLOYEES
THIS AGREEMENT, dated as of ______________ by and between INTER*ACT
ELECTRONIC MARKETING, INC., a North Carolina corporation (the "Company"), and
_____________________ , a key employee of the Company (the "Participant").
WHEREAS, the Company maintains a Key Employee Severance Plan (the
"Plan"); and
WHEREAS, the Company has offered to the Participant the opportunity of
participating in the Plan on the terms and conditions of the Plan and of this
Agreement and the Participant desires to participate on such terms and
conditions;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration receipt of which is hereby acknowledged, it is agreed:
1. PLAN PARTICIPATION. The Company hereby designates the Participant a
Participant under the Plan (a copy of which is attached to and made a part of
this Agreement) and shall be entitled to all rights and subject to all the terms
of the Plan. The number by which the Participant's Average Annual Base
Compensation (as defined in the Plan) will be multiplied to determine his or her
Severance Payment under Section 3(c) of the Plan shall be --------------------.
2. COVENANTS NOT TO COMPETE; OTHER PROVISIONS. The Participant hereby
acknowledges and agrees that, by entering into this Agreement, he is subject to
and bound by all provisions of the Plan, including without limitation the
provisions of Section 6 thereof, entitled "Covenants Not To Compete" to which he
specifically agrees.
3. INJUNCTIVE RELIEF. The Participant acknowledges and agrees that the
Company would suffer irreparable injury in the event of a breach by him of any
of the provisions of Section 6 of the Plan and that the Company shall be
entitled to an injunction restraining him from any breach or threatened breach
thereof. Nothing herein shall be construed, however, as prohibiting the Company
from pursuing any other remedies at law or in equity that it may have for any
such breach or threatened breach of any provision of said Section 6 or
otherwise, including the recovery of damages from the Participant.
4. EMPLOYMENT RIGHTS. The Participant acknowledges that this Agreement
FINAL
does not confer upon him any right to continued employment with the Company or
any of its subsidiaries.
5. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
shall inure to the benefit of the Participant and his personal representatives,
estate and heirs and to the Company and its successors and assigns, including
without limitation any corporation or other entity with which the Company may
merge or to which it may transfer all or substantially all of its assets and
business (by operation of law or otherwise). The Participant may not assign this
Agreement or any part hereof without the prior written consent of the Company,
which consent may be withheld by the Company for any reason it deems
appropriate.
6. AMENDMENT; WAIVER. No provision of this Agreement or the Plan may be
amended or modified in any manner that adversely affects the rights of the
Participant hereunder except in writing signed by the Participant. No waiver by
either party of any breach by the other party of any provision of this Agreement
shall be deemed a waiver of any other breach.
7. NOTICES. All notices or other communications given pursuant to this
Agreement shall be in writing and either delivered personally, by confirmed
facsimile, by confirmed overnight delivery or by prepaid registered or certified
mail, return receipt requested. Notices and other communications mailed to the
Participant shall be addressed to his last address as shown on the personnel
records of the Company, and notices and other communications to the Company
shall be addressed to Inter*Act Electronic Marketing, Inc.,
_______________________________________________, Attn: Chairman. Either party
may change the address to which notices are to be mailed pursuant to this
Section 7, by written notice given in accordance herewith.
8. SEVERABILITY. If any one or more of the provisions contained in this
Agreement shall be invalid, illegal, or unenforceable in any respect under any
applicable law, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
9. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws and judicial decisions of the State of North Carolina.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.
INTER*ACT ELECTRONIC MARKETING, INC.
By:_________________________________
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(SEAL)
Participant
Approved and adopted by the Board of Directors of Inter*Act Electronic
Marketing, Inc. as of August 19, 1999.
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