EXHIBIT 99.2
Separation Agreement
Effective as of August 1, 2001, that parties hereto agree that the Employment
Agreement made and entered into as of September, 2000, by and between viaLink
International, Inc. (the "Company") and Xxxxx Xxxxx (the "Employee") shall be
terminated on the following terms:
1. Company and Employee acknowledge that the effective date of Employee's
separation shall be the effective date of this Agreement; provided,
however, only that compensation set forth in this Agreement shall be paid
to Employee, whether or not accrued prior to the effective date of
separation date.
2. In connection with such termination, Company and Employee agree that
Company shall continue to pay Employee's salary of $150,000 as follows: (a)
$15,000 paid in cash within three business days of complete execution of
this Agreement, (b) $15,000 paid in common stock of The viaLink Company, to
be transferred to Employee's stock brokerage account (to be designated in
writing or via e-mail by Employee) within three days of complete execution
of this Agreement, and (c) 15,000 paid monthly, starting on October 15,
2001, and ending with the payment on May 15, 2002, to be paid in either
shares of common stock of The viaLink Company of equal value to the dollar
amount payable or in cash, at Company's option. It is the intention of the
parties that the payments made pursuant to this paragraph shall be regarded
as employee compensation and as such could constitute a claim for wages in
any bankruptcy proceeding involving Company.
3. Company will cause its records to reflect that Employee is on furlough. For
purposes of continuing Employee's coverage under Company's medical and
dental insurance plans, to the extent legally permissible Company shall
report to Company's medical and dental insurer Employee's status in such
manner as best calculated to continue Employee's coverage under those
plans. Employee shall not be regarded as continuing Employee's employment
with the Company for any other reason.
4. Company will cause the administrator of the stock option plan of The
viaLink Company to reflect continuing vesting of Employee's previously
granted 300,000 stock options granted by The viaLink Company to Employee.
All options vested and to become vested shall continue in force in
accordance with the terms and conditions of the stock option plan until
December 31, 2003, upon which date they will expire without notice to
Employee, (unless Employee has previously exercised the options, in which
case they will be terminated by virtue of exercise and not replaced).
5. Employee shall keep the laptop computer and Palm Pilot currently owned by
Company but in Employee's possession. To the extent Employee has any other
property of Company in Employee's possession, Employee shall identify it in
writing to Company and Company shall have the right to have it returned to
Company at Employee's expense or to waive its rights therein.
6. All relocation expenses incurred by Employee as of September 25, 2001,
shall be the responsibility of Company in accordance with the published
relocation plan in effect when Employee was hired by Company. In the event
of a conflict between the then published relocation plan and Employee's
contract for employment first referenced above concerning Employee's
relocation, the terms and conditions of the contract for employment shall
prevail. Any expenses related to or accruing due to Employee's relocation
incurred following September 25, 2001, shall be borne by Employee and not
Company.
7. Pending expenses incurred and reported by Employee shall be paid promptly
upon complete execution of this Agreement if not previously paid. Of the
reported $24,516.27, deductions shall be made for certain Hong Kong
expenses previously paid to Xx. Xxxxxxx Xxxxxx in the amount of $4,038.46
and for personal use of Company's cell phone in the amount of $3,000.00.
Net final expenses due Employee shall thus be $17,477.54.
8. Other than as herein agreed, each party hereto releases the other, and the
other's affiliates, directors, officers, employees, heirs, and assigns,
from any and all claims, demands or causes of action regarding the contract
of employment first referenced above, Employee's employment by Company, any
statute or law purporting to or actually controlling Employee's employment
by Company, and Employee's acts or omissions while employed by Company. The
terms of this Separation Agreement shall supercede and control any contrary
provision of any other agreement between the parties.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby,
have executed this Separation Agreement effective as of the date first above
written.
Company: viaLink International, Inc. Employee:
By: /s/ Xxxxx Xxxxx /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
Title: Vice President
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