Amended and Restated
Separation Agreement and Release
This Amended and Restated Separation Agreement and Release
("Agreement") entered into this 11th day of June, 1999, is made
by and between Inso Corporation ("the Company") and Xxxxx X.
Xxxxxx ("the Executive"), and hereby amends, supersedes and
replaces that certain Separation Agreement and Release, dated
the 29th day of April, 1999, by and between the Company and
the Executive, and constitutes the parties' agreement with
respect to the termination of the Executive's employment with
the Company and all of its subsidiaries and affiliates.
1. The Executive voluntarily resigns as an officer of the
Company and all of its subsidiaries and affiliates
effective April 29, 1999 ("the Resignation Date") and as
an employee with the Company and all of its subsidiaries
and affiliates on January 13, 2002 ("the Termination
Date") except as described in paragraph 2. Executive shall
execute and return to the Company the resignation letter
attached hereto as Exhibit A contemporaneously with the
execution and delivery of this Agreement.
2. During the period between the Resignation Date and the
Termination Date ("the Interim Period"), the Executive
shall perform any special assignments reasonably
requested by the Chief Executive Officer or President
of the Company at reasonable times and places mutually
agreeable to the parties. It is the intention of the
parties that such special assignments would not
unreasonably interfere with any future employment the
Executive may undertake with an employer other than
the Company. During the Interim Period, the Executive
or his or her estate shall be paid as follows: for the
period between the Resignation Date and July 13, 2000,
the Executive shall be paid at an annualized rate of
$160,000 - his or her base salary as in effect on the
Resignation Date - (reduced by any amounts received
under any disability insurance program, or other
income replacement program available through the
Company) in accordance with the Company's normal and
customary pay practices for executive employees,
subject to all applicable federal and state income,
payroll, and other applicable tax withholding ("Base
Salary"). For the period from July 13, 2000 through
January 13, 2002, the Executive shall be paid a total
of $80,000, payable pro rata during such period.
Additionally, if the Executive did not begin
employment in a comparable position with an employer
other than the Company by October 29, 2000 (the
"Extension Date"), then on April 29, 2001 the
Executive shall be paid a single lump-sum payment
equal to the product of (a) the number of months (if
any) between October 29, 2000 and April 29, 2001
during which the Executive did not begin employment in
a comparable position with an employer other than the
Company, and (b) one twelfth (1/12) of Base Salary.
For example, if the Executive began employment in a
comparable position with an employer other than the
Company twenty-one (21) months following the
Resignation Date, then the Executive would be entitled
to a lump-sum payment equal to three (3) months of
Base Salary.
3. From April 29, 1999 to January 13, 2002, and subject to
the exceptions noted below, Executive and his or her
family shall be entitled to continue his, her or their
participation in the Company's medical, dental, vision
care and life insurance and disability benefit plans to
the same extent, and under the same conditions, that he
or she may be a participant in such plans on April 29,
1999 regardless of the intervening death of Executive;
provided. however, such participation shall cease on the
earlier of: (a) January 13, 2002, and (b) the last day
of the month in which he or she may be covered by any
plan, program or arrangement, sponsored by another
employer offering substantially equivalent coverage.
Additionally, from April 29, 1999 to January 13, 2002,
the Executive shall be entitled to continue his or her
participation in the Company's 401K plan (including
employer match).
4. On January 13, 2002, Executive shall be eligible to
continue medical, dental, and vision care benefits under
the provisions of COBRA, and he or she will be notified
of his or her COBRA rights at that time.
5. Executive's participation in Company benefit plans,
programs, and arrangements not enumerated in paragraph 3
above shall be governed by their terms. Executive's
entitlement to further vacation, sick leave and other
paid time off shall cease on the Resignation Date and
any payments to which he or she may be entitled for
earned but unused vacation shall be made to him or her
within 15 days of the Resignation Date.
6. During the period from April 29, 1999 through January 13,
2002, any unexercised stock options issued to the
Executive prior to April 29, 1999 shall continue to vest,
and shall be subject to rules regarding exercise, as if
the Executive were still an active employee of the
Company, and all rights of an option holder which may
arise on a change of control of the Company shall continue
to accrue to the Executive during such time period.
7. Executive shall be entitled to an incentive compensation
payment of $50,000 which will be paid in the first pay
period following June 11, 1999.
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 March 2, 1994, which Agreement
is incorporated herein by reference.
9. The Company shall seek Executive's agreement on any
public announcement regarding his or her cessation of
active employment, which agreement shall not be
unreasonably withheld. The Executive confirms that he or
she received and consented to the Company's press
release attached as Exhibit B, hereto.
10. Upon request of Executive, the Company shall pay
for and retain a firm to provide Executive
Outplacement assistance of a kind and nature
generally provided to other executives who have
separated from the Company, including but not
limited to resume preparation, administrative
support, and general continuing counseling, for a
maximum of 12 months. The Company shall also
reimburse the Executive for reasonable legal fees
incurred by the Executive in connection with this
Agreement.
11. 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.
12. Executive agrees to return to the Company prior to
the Resignation 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 or she will
not retain any copies, duplicates, reproductions or
excerpts of such property. Notwithstanding the
foregoing, the Executive may retain her current
computer equipment (including a computer printer to
be provided to Executive by the Company), and may
retain copies of the financial models she developed
during her employment with the Company, provided that
all Company confidential information be removed from
the computer and from such models. Further, but
subject in all cases to the Non-Disclosure Agreement
executed by Executive on March 2, 1994, the Executive
may retain copies of any Company documents which she
deems reasonably necessary for the defense of any
allegations that may be brought against her in
connection with her employment with the Company.
13. Executive acknowledges that the Company will include a
copy of this Agreement as an exhibit to its Form 10-Q
for the fiscal quarter ending July 31, 1999. 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 and any
settlement negotiations that occurred in connection with
this Agreement, except that (1) the Executive may
disclose said information to his or her legal advisors,
financial advisors and spouse providing that the
Executive informs these persons of the confidentiality
restriction and they agree to be bound by it; (2) the
parties may disclose said information if agreed in
writing by authorized agents of both parties; (3) as
required by law; (4) in order to rebut any material
misstatement by the other party. In the event that
either party seeks to disclose the confidential
information pursuant to (3) or (4) above, that party
will give the other party at least ten (10) days advance
written notice to provide an opportunity to contest
disclosure.
14. Executive for himself or herself and on behalf of his or her
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, 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 or she 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 Title VII the Civil Rights
Act of 1964, 42 U.S.C. Sec. 200 et. seq., the Massachusetts
Civil Rights Act, M.G.L.c. 12 Sec. 11H and 11I, the
Massachusetts Fair Employment Practices Act, M.G.L.c. 151b,
Sec. 12101 et. seq., and the Massachusetts Equal Rights Act,
c.93, Sec. 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.
15. 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,
unknown, past, present, now foreseeable or unforeseeable
as a result of actions, omissions or events occurring
through the date of this Agreement in connection with his
or her employment with the Company; however, nothing in
this Release shall be construed to bar claims for alleged
breaches of this Agreement.
16. 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 or her employment with the Company
and that he or she was proud to have been associated
with it. The Company will not disparage or discuss the
Executive in a derogatory manner and will at all times
state if asked, that the Executive conducted himself
or herself honorably and is a reputable person.
17. The Executive herein represents that he or she 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.
l8. 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.
19. The Employee acknowledges that he or she has been given
twenty-one (21) days to consider this Agreement and has
been advised to consult with an attorney before signing.
20. This Agreement shall become effective on the eighth (8th)
day following the date on which it is signed by the
Employee. The Employee may revoke this Agreement in the
seven-day period following the date on which the Employee
signs the Agreement by submitting a written revocation to
the Company. Any payments due under this Agreement shall
not be paid until the Effective Date of this Agreement,
except as otherwise agreed.
21. Employee acknowledges that:
- He or she 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 or she 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 assign any
rights or duties it 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 force and
effect.
24. This Agreement is to be governed and will be construed as a
sealed instrument under and in accordance with the laws of
the Commonwealth of Massachusetts. If any dispute or
disagreement arises between the parties relating to the
terms of this Agreement, the parties shall attempt to
mediate their differences through the offices of
J.A.M.S./Endispute. If mediation does not resolve the
dispute, the parties agree to binding arbitration with
J.A.M.S./Endispute. The parties shall abide by and perform
any arbitration award and such award shall be entered as a
judgement by any court having jurisdiction thereof.
25. This Agreement, together with the document incorporated
herein by reference, constitutes theentire 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.
Inso Corporation Xxxxx X. Xxxxxx
By /s/ Xxxxxxxx Xxxxxx /s/ Xxxxx X. Xxxxxx
---------------------------- ----------------------
Xxxxxxxx Xxxxxx Xxxxx X. Xxxxxx
Attest: /s/ Xxxxxx Xxxxxxxxx
------------------------------
Xxxxxx Xxxxxxxxx
Exhibit A
[print on letterhead]
DATE
Inso Corporation
00 Xx. Xxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Attention: Xxxxxxx Xxxxxx
Chairman of the Board of Directors of Inso
Corporation
Dear Xxxxx:
Effective April 29, 1999, I hereby resign any and all
offices which I hold within Inso Corporation, its
subsidiaries and affiliates, including without limitation:
Chief Financial Officer, Inso Corporation
Vice President, Inso Corporation
Treasurer, Inso Corporation
Sincerely,
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Exhibit B
Press Release
PRESS CONTACT:
Xxxxx X. Xxxxx
Inso Corporation
617/000-0000 (Telephone)
617/000-0000 (Fax)
xxxxxx@xxxx.xxx
FOR IMMEDIATE RELEASE
Inso Corporation Announces Resignation of CFO Xxxxx X. Xxxxxx
BOSTON, April 29, 1999 - Inso Corporation (NASDAQ: INSO) today
announced that Xxxxx X. Xxxxxx has resigned from her position as
Vice President, Chief Financial Officer and Treasurer. Xx. Xxxxxx
will remain with Inso to assist the Company during a transitional
period of hiring a new Chief Financial Officer.
Xx. Xxxxxx, who has been with Inso since its inception in 1994,
is leaving Inso to consider opportunities presented by other
companies. Prior to joining Inso, Xx. Xxxxxx was employed with
Ernst & Young LLP for more than fourteen years.
"I've known Xxxxx and worked closely with her for many years,"
said Xxxxxxx X. Xxxxxx, Inso Chairman and Chief Executive
Officer. "Xxxxx has made a tremendous contribution to Inso during
her tenure. She played an important role in Inso's initial public
offering and two subsequent stock offerings. She oversaw the
financial activities of more than 25 subsidiaries, both foreign
and domestic. Xxxxx also played a key role in the Company's 13
acquisitions, as well as the selling of our linguistic software
business in early 1998. We are grateful to Xxxxx for devoting
long hours and hard work to completing the recent year-end audit
before deciding to leave Inso and appreciate her dedication and
loyalty to the Company throughout the years. We will miss her and
wish her luck in her future endeavors."
Inso Corporation is a leading provider of tools for the
management, exchange and dynamic delivery of critical business
information. Inso's award-winning technology enables large
corporations to manage, exchange and publish all types of
information, from the simplest memo to the most complex
multimedia document. For more information, visit the Inso Web
site at xxxx://xxx.xxxx.xxx.
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Inso and the Inso logo are trademarks or registered trademarks of
Inso Corporation in the United States and/or other countries.
All other company, product or service names are trademarks or
registered trademarks of their respective holders.
