TERMINATION AGREEMENT
This Agreement is made by and between ▇▇▇▇▇ Consulting, Inc., a
Delaware corporation, formerly known as ▇▇▇▇▇ Technology Group, Inc. ("▇▇▇▇▇"),
having its principal office at ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, an individual ("▇▇▇▇▇▇"), residing at
▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇.
Whereas, ▇▇▇▇▇▇ has been employed by ▇▇▇▇▇ since November 1, 1998, pursuant
to a certain Executive Employment Agreement, effective as of November 1, 1998,
by and between ▇▇▇▇▇▇ and ▇▇▇▇▇ (the "Employment Agreement");
Whereas, ▇▇▇▇▇▇ currently holds 66,874 shares of common stock of ▇▇▇▇▇ (the
"Company Stock") as the result of exercises of stock options granted under the
1998 Executive Long Term Stock Investment Plan (the "1998 Executive Plan")
and/or the 1998 Employee Long Term Stock Investment Plan (the "1998 Employee
Plan");
Whereas, ▇▇▇▇▇▇ holds stock options under the 1998 Executive Plan and the
1998 Employee Plan, the vesting details of which are as set forth in Section
4.f. below; and
Whereas, ▇▇▇▇▇ and ▇▇▇▇▇▇ have successfully conferred and pursuant to the
terms of this Agreement, have resolved all differences between them.
Accordingly, in consideration of the premises, mutual promises, agreements,
and covenants contained herein, the receipt and sufficiency of which is hereby
acknowledged, ▇▇▇▇▇ and ▇▇▇▇▇▇ agree as follow:
1. ▇▇▇▇▇ and ▇▇▇▇▇▇, by execution of this Agreement, agree to the termination of
▇▇▇▇▇▇'▇ employment at ▇▇▇▇▇, effective no later than 5:00 p.m., Chicago time,
on April 30, 2001. ▇▇▇▇▇▇'▇ employment at ▇▇▇▇▇ will terminate prior to April
30, 2001, in the event ▇▇▇▇▇▇ accepts employment with an employer other ▇▇▇▇▇.
▇▇▇▇▇▇ will immediately upon acceptance of employment with an employer other
than ▇▇▇▇▇ provide to ▇▇▇▇▇ at least three (3) business days' written notice of
his termination of employment. For purposes of this Agreement, "Termination
Date" shall mean the earlier of April 30, 2001, or the date ▇▇▇▇▇▇'▇ employment
is otherwise earlier terminated pursuant to this Section 1. The termination of
▇▇▇▇▇▇'▇ employment prior to April 30, 2001, will not have any effect on the
payment provisions of Section 2 below, other than as set forth herein.
2. ▇▇▇▇▇ will pay to ▇▇▇▇▇▇ the following:
a. six (6) payments equal to ▇▇▇▇▇▇'▇ normal semi-monthly salary for the
period of February 1, 2001 to April 30, 2001, in the amount of $13,125.00
per semi-monthly period (less normal employee payroll deductions for
federal, state and local income taxes, Medicare, FICA, medical benefits,
cafeteria plan, retirement savings plan, etc.) on ▇▇▇▇▇'▇ normal payroll
dates (Payments under this provision for periods or partial periods
occurring after the Termination Date will be consolidated into one (1) lump
sum payment without deductions for medical benefits, cafeteria plan, or
retirement savings plan, to be made within six (6) business days after the
Termination Date.);
b. the sum of $30,692.00 (less normal payroll deductions for
federal, state and local income taxes, Medicare, and FICA), within six (6)
business days after the Termination Date;
c. reimbursement of legitimate ▇▇▇▇▇-business expenses, if any, for the
period of February 1, 2001 through the Termination Date, provided
appropriate expense reports with receipts are submitted in a timely
fashion, to be paid in the normal reimbursement cycle;
▇. ▇▇▇▇▇▇ will receive and be permitted to keep the ▇▇▇▇▇-issued Dell
Latitude CPi laptop personal computer, service tag no. Z9126, including the
standard accessories and PCM-CIA modem, but excluding the PCM-CIA network
card and all ▇▇▇▇▇-owned or ▇▇▇▇▇-licensed software (such software to be
removed, and Dell Computer Corp. to be notified that ▇▇▇▇▇▇ is the new
owner of the computer);
e. On the first business day following the Termination Date, all of the
vested and unexercised option shares referenced in Section 4.f. below, will
terminate and ▇▇▇▇▇▇ will receive from ▇▇▇▇▇ as compensation for
termination of the vested and unexercised option shares the sum equal to
$3.00 per share. Payment under this provision (less normal payroll
deductions for federal, state and local income taxes, Medicare, and FICA)
will be made within six (6) business days after the Termination Date; and
▇. ▇▇▇▇▇▇ may elect to sell to ▇▇▇▇▇ all or a portion of his Company Shares
for the sales price of $6.00 per share, provided that ▇▇▇▇▇▇ provides
written notice of his election hereunder (specifying the number of shares
to be sold) not later than the close of business on first business day
following the Termination Date. Payment under this provision (less normal
payroll deductions for federal, state and local income taxes, Medicare, and
FICA) will be made within six (6) business days after the Termination Date.
3. ▇▇▇▇▇ will continue to provide the current ▇▇▇▇▇ provided medical benefits to
▇▇▇▇▇▇ until the Termination Date. ▇▇▇▇▇ will make medical benefits available to
▇▇▇▇▇▇ after Termination Date, pursuant to ▇▇▇▇▇'▇ COBRA provisions (▇▇▇▇▇▇ will
be responsible for payment of medical benefits premiums under COBRA provisions).
4. ▇▇▇▇▇▇, in consideration of the foregoing, expressly agrees that:
▇. ▇▇▇▇▇▇ will immediately upon acceptance of employment with an employer
other than ▇▇▇▇▇ provide to ▇▇▇▇▇ at least three (3) business days' written
notice of his termination of employment.
▇. ▇▇▇▇▇▇ will not knowingly, directly or indirectly, disclose and will use
due care and take all reasonable precautions to prevent disclosure of any
Confidential Information of ▇▇▇▇▇ (as the term, "Confidential Information"
is defined in the Agreement Regarding Confidentiality and Non-Competition
by and between ▇▇▇▇▇ and ▇▇▇▇▇▇). The obligation under this subsection
shall not apply to (1) information which, at the time of disclosure, was
published, known publicly, or otherwise in the public domain; (2)
information which, after disclosure or transfer, is published, becomes
known publicly, or otherwise becomes part of the public domain through no
fault of the ▇▇▇▇▇▇; (3) information which, prior to the time of
disclosure, use or transfer, is otherwise known to ▇▇▇▇▇▇ as evidenced by
his written records; (4) information which is subsequently independently
developed by ▇▇▇▇▇▇ without recourse to Confidential Information and
without ▇▇▇▇▇▇ having violated any of his obligations under this
subparagraph or other Agreement; and (5) information, which, after
disclosure, use or transfer, is made available to ▇▇▇▇▇▇ in good faith by a
third party under no obligation of confidentiality.
2
c. For the period beginning with the execution of this Agreement and ending
on April 30, 2002, ▇▇▇▇▇▇ will not directly or indirectly, for himself or
others, knowingly induce any employee of ▇▇▇▇▇ or any of its affiliates to
terminate his or her employment with ▇▇▇▇▇ or its affiliates, or knowingly
hire or assist in the hiring of any such employee by any person,
association, or entity not affiliated with ▇▇▇▇▇.
d. For the period beginning with the execution of this Agreement and ending
on April 30, 2002, ▇▇▇▇▇▇ will not knowingly provide services for current
clients of ▇▇▇▇▇ to whom he was first introduced during his employment as a
result of the nature of his work in his practice area at ▇▇▇▇▇. A current
client is defined as a company to which ▇▇▇▇▇ has provided services or
products within the one (1) year period prior to the Termination Date.
▇. ▇▇▇▇▇▇ will resign his position as a director of ▇▇▇▇▇, effective no
later than the Termination Date.
f. In regard to all ▇▇▇▇▇-issued stock options to purchase common shares
of ▇▇▇▇▇ stock:
(1) On the Termination Date (assuming no option exercises by ▇▇▇▇▇▇
prior to the Termination Date), ▇▇▇▇▇▇ will have the following vested
stock options:
Shares Vested Exercise Price
Grant Date Option Plan and Unexercised per Share
--------------- ----------------- --------------- --------------
Nov. 1, 1998 1998 Executive 99,999 $3.00
Aug. 10, 1999 1998 Employee 875 $7.00
▇▇▇▇▇▇ holds no other ▇▇▇▇▇-issued vested options and there will be no
further or additional vesting of shares under the above option grants,
other than as provided in Section 4.f.(2) below.
(2) In the event ▇▇▇▇▇'▇ board of directors prior to the Termination
Date approves a business transaction resulting in a Change of Control
(as the term "Change of Control" is defined in the Employment
Agreement), ▇▇▇▇▇▇ will have 8,333 additional shares under the November
1, 1998 Option Grant at the Exercise Price of $3.00 per share in the
1998 Executive Long Term Stock Investment Plan vesting and unexercised
on of the Termination Date.
5. ▇▇▇▇▇▇, for ▇▇▇▇▇▇, and ▇▇▇▇▇▇'▇ heirs and assigns, hereby releases and
forever discharges ▇▇▇▇▇, all of ▇▇▇▇▇'▇ subsidiaries, related companies,
predecessors and successors, and all of their respective shareholders,
directors, officers, employees, and representatives, and all of their heirs,
executors, and administrators, of and from any and all actions, causes of
action, suits, charges of unlawful conduct, promises, damages, and demands
whatsoever, in law or in equity, which ▇▇▇▇▇▇ now has against them or ever had,
or which ▇▇▇▇▇▇'▇ heirs, executors, or administrators thereafter can, shall, or
may have, on or at any time prior to the date of this Agreement, including,
without limiting the generality of the foregoing, and subject to the provisions
of Paragraph 8 below:
a. all claims of any kind premised upon any actual or implied agreement,
contract, promise, written or oral statement of any kind whatsoever,
including the Employment Agreement, or
3
the alleged breach thereof, including any and all claims for
compensation, salary, commissions, bonuses, paid time off, paid holidays,
vacation days, sick days, severance pay, long-term incentive compensation
of any kind, retirement, health insurance, long-term disability, AD&D, or
life insurance and any other benefit plan rights or payments;
b. any and all claims of wrongful termination of employment, discrimination
of any kind whatsoever, including but limited to all claims arising under,
or based on any conduct that violates Title VII of the Civil Rights Act of
1964, as amended, the Fair Labor Standards Act, as amended, the Age
Discrimination in Employment Act of 1967, the Americans with Disabilities
Act, and the National Labor Relations Act, as amended;
c. any and all claims arising under or based on any conduct that violates
any provisions of the Constitutions, statutory laws, orders, regulations,
common laws, or public policy of the United States of America or any state
or political subdivision thereof, or any foreign government;
d. any and all claims of any kind whatsoever arising out of, related
to, or connected with ▇▇▇▇▇▇'▇ employment with ▇▇▇▇▇, the termination of
such employment, or the failure or refusal of ▇▇▇▇▇ to hire or reinstate
▇▇▇▇▇▇;
e. any and all claims arising under the Employee Retirement Income
Security Act; and
f. any and all claims of any kind for attorney's fees or costs in
connection with any case, controversy, claim, charge, or otherwise, except
such claim related to a breach of this Agreement.
6. ▇▇▇▇▇, for itself, its successors and assigns, hereby releases and forever
discharges ▇▇▇▇▇▇, and ▇▇▇▇▇▇'▇ heirs and assigns, of and from any and all
actions, causes of action, suits, charges of unlawful conduct, promises,
damages, and demands whatsoever, in law or in equity, which ▇▇▇▇▇ now has
against or ever had, or which its successors hereafter can, shall, or may have,
on or at any time prior to the date of this Agreement, including, without
limiting the generality of the foregoing, and subject to the provisions of
Paragraph 8 below:
a. all claims of any kind premised upon any actual or implied agreement,
contract, promise, written or oral statement of any kind whatsoever,
including the Employment Agreement, or the alleged breach thereof;
b. any and all claims of wrongful termination of employment, discrimination
of any kind whatsoever, including but limited to all claims arising under,
or based on any conduct that violates Title VII of the Civil Rights Act of
1964, as amended, the Fair Labor Standards Act, as amended, the Age
Discrimination in Employment Act of 1967, the Americans with Disabilities
Act, and the National Labor Relations Act, as amended;
c. any and all claims arising under or based on any conduct that violates
any provision of the Constitution, statutory laws, orders, regulations,
common laws, or public policy of the United States of America or any state
or political subdivision thereof, or any foreign government;
d. any and all claims of any kind whatsoever arising out of, related to, or
connected with ▇▇▇▇▇▇'▇ employment with ▇▇▇▇▇, the termination of such
employment, or the failure or refusal of ▇▇▇▇▇▇ to continue to provide
services to ▇▇▇▇▇, after the date set forth herein;
4
e. any and all claims arising under the Employee Retirement Income
Security Act; and
f. any and all claims of any kind for attorney's fees or costs in
connection with any case, controversy, claim, charge, or otherwise, except
for such claims related to a breach of this Agreement.
7. The following covenants are material to this Agreement:
▇. ▇▇▇▇▇▇ will, subject to Section 2.d. above, not later than the
Termination Date return to ▇▇▇▇▇ all ▇▇▇▇▇-issued or ▇▇▇▇▇-purchased
property currently in ▇▇▇▇▇▇'▇ possession or control, including, without
limitation, computers and accessories, manuals, courseware, marketing
materials, data, information, software, other hardware, codes, company
issued credit cards, telephone and long-distance cards, office, desk and
cabinet keys, and all key cards, and as of his last day of employment,
refrain from any further use of ▇▇▇▇▇ access, long distance, and/or key
codes.
▇. ▇▇▇▇▇▇ will cooperate fully with ▇▇▇▇▇ with regard to the transition of
any of ▇▇▇▇▇▇'▇ work and/or responsibilities, and all turnover of the
aforementioned property and any information that should be made available
to ▇▇▇▇▇.
8. The confidentiality of information, non-solicitation, and non-competition
provisions of Paragraph 4 and the covenants of Paragraph 7 above will survive
this Agreement and will be binding upon ▇▇▇▇▇▇.
9. This Agreement constitutes a full accord and satisfaction of any and all
claims arising out of injury or damage to ▇▇▇▇▇▇ that he may have against ▇▇▇▇▇.
10. The undersigned further represent that no promise, inducement or agreement
not herein expressed has been made and that this Agreement contains the entire
agreement between the parties. All agreements and understandings between the
parties are expressed herein and the terms of this Agreement are contractual and
not mere recitals and are made in order for the releases to rely upon them in
effecting the compromise.
11. Should any provisions of this Agreement be declared or determined by any
Court to be illegal or invalid, the validity of the remaining parts, terms or
provisions will not be affected thereby and said illegal or invalid part, term
or provision will be deemed not to be a part of this Agreement.
12. In the event of a breach of this Agreement, the breaching party will be
liable to the non-breaching party for all cost, expense and fees incurred due to
said breach, including, without limitation, reasonable to attorney's fees and
court costs.
13. This Agreement sets out the full consideration being paid to ▇▇▇▇▇▇ by ▇▇▇▇▇
for the entering into and signing of this Agreement.
14. The terms and conditions of this Agreement are confidential and are not to
be disclosed by either party to this Agreement, or any other person or entity,
except to the extent necessary to enforce such terms and conditions, or as may
be required by securities laws.
15. This Agreement shall be construed under the laws of the state of
Illinois, and is to be performed in ▇▇▇▇ County, Illinois.
16. The Compensation Committee of the Board of Directors of ▇▇▇▇▇ has
authorized execution
5
of this Agreement.
17. THE UNDERSIGNED HAVE READ THIS AGREEMENT CAREFULLY. THE AGREEMENT
INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
Executed in multiple originals the 13th day of February, 2001.
▇▇▇▇▇ Consulting, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Chief Executive Officer and President
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
6
