Exhibit 10.18
SEPARATION AND RELEASE AGREEMENT
THIS SEPARATION AND RELEASE AGREEMENT (this "Agreement"), dated July 8,
2002, is entered into by SEEC, INC. (hereinafter referred to as "SEEC") and
XXXXX X. XXXXXXX ("Xxxxxxx").
W I T N E S S E T H :
WHEREAS, SEEC and Cameron are parties to an Amended Employment Agreement
dated October 1, 2001 pursuant to which Cameron has been employed as Senior Vice
President - Worldwide Sales and Services (the "Employment Agreement"); and
WHEREAS, Cameron and SEEC have agreed to terminate their working
relationship and the Employment Agreement effective on September 30, 2002 and to
modify the terms thereof in the manner set forth herein.
NOW, THEREFORE, in consideration of the promises contained herein, and with
the intent to be legally bound, the parties agree as follows:
1. TERMINATION OF EMPLOYMENT. Effective on September 30, 2002, Cameron
shall cease to be an employee of SEEC and the parties hereby confirm that the
Employment Agreement will be terminated as of that date.
2. MODIFICATION OF DUTIES. Commencing on the date hereof, notwithstanding
anything in the Employment Agreement to the contrary, Cameron shall not direct
SEEC's sales force or have any responsibility for formulating sales policies or
strategies. Cameron's duties shall be limited to assisting SEEC with
transitioning his duties and responsibilities to other SEEC personnel, assisting
SEEC in closing its pipeline of business, training sales personnel and other
duties reasonably requested by the President of SEEC.
3. TERMINATION OF BENEFITS. Cameron agrees that payment of all salary and
benefits, as well as his participation in all employee benefit plans of SEEC,
shall cease and terminate as September 30, 2002.
4. INCENTIVE STOCK OPTIONS. The parties confirm that SEEC has heretofore
granted to Cameron incentive stock options for 100,000 shares of SEEC Common
Stock pursuant to SEEC's 1997 Stock Option Plan. As of September 30, 2002,
options for 32,500 of such shares will have vested. Cameron's options for these
32,500 shares shall be exercisable until September 30, 2003 and will terminate
if not exercised on or before that date in accordance with the 1997 Stock Option
Plan. Cameron hereby surrenders and forfeits to SEEC all of his outstanding
stock options for the remaining 67,500 shares, all of which are hereby canceled
and no longer exercisable.
5. SEVERANCE BENEFIT. The parties agree that Cameron is entitled to the
"Severance Benefits" set forth in Section 6.3 of the Employment Agreement.
Accordingly, SEEC shall pay Cameron $90,000, payable in twelve (12) semi-monthly
installments of $7,500 at SEEC's regularly scheduled pay dates, beginning
October 15, 2002 and extending to and including the pay date of March 31, 2003.
Each payment will be subject to applicable withholding taxes.
6. INCENTIVE COMPENSATION PLAN. Commencing on July 8, 2002 and ending on
September 30, 2002, Cameron will be entitled to participate in the incentive
compensation plan set forth on Exhibit A hereto. This incentive compensation
plan supercedes and replaces any incentive compensation, bonus or
Separation and Release Agreement
July 8, 2002
similar plan in which Cameron currently participates, including without
limitation, those set forth in the Employment Agreement.
7. RELEASE. Without limiting the other provisions of this Agreement,
Cameron, for and on behalf of himself, his heirs, executors, administrators,
successors and assigns, hereby fully and finally releases and discharges SEEC,
its shareholders, investors, predecessors, subsidiaries and affiliated companies
and its and their officers, directors, shareholders, employees and agents, and
its and their respective successors and assigns (hereinafter collectively
referred to as the "SEEC Released Parties"), of and from any and all manner of
action, causes of action, legal proceedings, lawsuits, dues, accounts, bonds,
covenants, contracts, agreements and compensation (including without limitation
stock options), whether in law or in equity, in contract or in tort, under
statute or at common law, whether now known or unknown, which Cameron ever had
or now has by reason of any matter, cause or thing whatsoever from the beginning
of the world to the date of this Agreement arising from, or in any way relating
to, the employment relationship between Cameron and SEEC, the Employment
Agreement, the termination of his employment relationship with SEEC or his
affiliation with the SEEC Released Parties (but not this Agreement). This
release includes, but is not limited to, any and all claims under Pennsylvania
Human Relations Act, Title VII of the Civil Rights Act of 1964, as amended, 42
U.S.C. ss.2000, ET SEQ., the Age Discrimination in Employment Act, 29
U.S.C. ss.601, ET SEQ., the Americans with Disabilities Act, and any claims for
attorneys' fees under these acts or any other law.
8. RELEASE. SEEC hereby fully and finally releases and discharges Cameron
and his heirs, executors, administrators and assigns, of and from any and all
manner of actions, causes of action, legal proceedings, lawsuits, dues,
accounts, bonds, covenants, contracts and agreements, whether in law or in
equity, in contract or in tort, under statute or at common law, whether now
known or unknown, which SEEC ever had or now has by reason of any matter, cause
or thing whatsoever from the beginning of the world to the date of this
Agreement arising from, or in any way relating to, the employment relationship
between Cameron and SEEC, the Employment Agreement, or the termination of his
employment relationship with SEEC (but not this Agreement).
9. CONFIDENTIALITY. Both SEEC and Cameron will keep the terms of this
Agreement confidential and will not communicate or disclose such terms to any
individual or entity, except their attorneys, or, in Cameron's case, to his
spouse, financial adviser, attorney or accountant, or in SEEC's case, to
individuals reasonably required to implement this Agreement. Prior to any
disclosure permitted in the preceding sentence, the party making such disclosure
shall inform the recipient that the information shall be treated as confidential
and that the recipient shall be similarly bound by that commitment.
10. COVENANTS. Without limiting the foregoing, Cameron agrees to hold and
safeguard all confidential and proprietary information of SEEC in trust for SEEC
and its successors and assigns and agrees that he shall not misappropriate,
disclose or use for any reason or purpose, or make available to anyone for use
at any time for any reason or purpose, any of such confidential or proprietary
information, whether or not developed by Cameron during the course of his
employment by SEEC, and Cameron agrees not to solicit or induce, or attempt to
solicit or induce, any employee of SEEC to leave SEEC for any reason whatsoever.
11. SURVIVAL OF EMPLOYMENT AGREEMENT PROVISIONS. The parties acknowledge
and agree that, without limiting the provisions hereof, pursuant to Section 6.5
of the Employment Agreement, Section 3 (Inventions, Discoveries and
Improvements) and Section 4 (Confidentiality of Proprietary Data) shall survive
termination of the Employment Agreement.
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Separation and Release Agreement
July 8, 2002
12. RETURN OF COMPANY PROPERTY. Cameron hereby agrees to promptly, but in
any event no later than 5:00 p.m. on September 30, 2002, deliver to SEEC all
property in his possession owned or leased by SEEC, including without limitation
the automobile, personal computer, fax machine and SEEC credit cards provided to
Cameron by SEEC and any unused airline tickets. Meanwhile, Cameron shall have
access to his current office and any SEEC computers and other equipment
necessary to perform his duties hereunder. SEEC agrees to reimburse Cameron for
any unreimbursed travel and other expenses upon submission by Cameron to SEEC of
appropriate documentation evidencing the same.
13. RIGHT TO COUNSEL. BY EXECUTING THIS AGREEMENT, CAMERON HEREBY
ACKNOWLEDGES THAT SEEC HAS ADVISED HIM THAT HE HAS TWENTY-ONE (21) DAYS FROM THE
DATE HE FIRST RECEIVED THIS AGREEMENT TO CONSULT AN ATTORNEY REGARDING THE TERMS
AND CONDITIONS OF THIS AGREEMENT. CAMERON FURTHER ACKNOWLEDGES THAT SEEC HAS
URGED HIM TO SEEK LEGAL COUNSEL IN REGARD TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT AND HAS ALSO ADVISED HIM THAT HE HAS SEVEN (7) DAYS AFTER THE DATE OF
THE EXECUTION OF THIS AGREEMENT TO REVOKE HIS ACCEPTANCE OF THIS AGREEMENT.
14. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
understanding of the parties and supersedes all prior oral and written
agreements or understandings between the parties. The provisions of this
Agreement are severable, and if any part of it is found to be unenforceable, the
other paragraphs shall remain fully valid and enforceable.
15. GOVERNING LAW. This Agreement shall be construed by and enforced in
accordance with the laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, and intending to be legally bound, the undersigned have
hereunto set their hands and seals this 19th day of July, 2002.
SEEC, INC.
By: /s/ Xxxxxxxx Xxxx
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/s/ Xxxxx X. Xxxxxxx
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