SEPARATION, RELEASE AND
CONSULTING AGREEMENT
This Separation , Release and Consulting Agreement
("Separation Agreement") is dated as of July 22, 2003, by and
between Comtex News Network, Inc. (the "Company") and Xxxxxxx X.
Xxxxxx (the "Executive").
WHEREAS, Executive entered into an employment agreement with
the Company dated as of April 25, 2003 (the "Employment
Agreement"); and
WHEREAS, Executive has tendered his resignation as President
and Chief Executive Officer of Company effective as of July 22,
2003; and
NOW, THEREFORE, in consideration of the promises herein
stated and other good and valuable consideration, the receipt and
adequacy of which is acknowledged by each of the parties and who
intend to be legally bound by this Separation Agreement, the
parties state and agree as follows:
1. Termination of Employment Relationship. The parties hereto
agree that their employment relationship terminated as of July
22, 2003, except that the obligations of Executive under Section
6(a) of the Employment Agreement relating to the covenant not to
compete are hereby waived by the Company. In addition. the
obligations of Executive under Section 6(e) of the Employment
Agreement relating to confidential information shall continue in
full force and effect. All accrued vacation leave and any
unreimbursed business expenses due to Executive through July 22,
2003 will be paid to Executive no later than August 15, 2003.
2. Cobra Eligibility and Company Payments. Executive shall be
entitled to elect continuing health care coverage under Company's
health plan, at Company's expense through the last day of October
2003 and at Executive's expense thereafter, subject to the
requirements of Title X of the Consolidated Omnibus Budget
Reconciliation Act of 1985, Internal Revenue Code section 4980B,
and subsequent legislation ("COBRA").
3. Consulting Agreement. Although both parties to this
Separation Agreement agree that there is no obligation to do so
pursuant to the Employment Agreement, the Company hereby agrees
to engage Executive in a consulting capacity for a ninety (90)
day period, effective July 22, 2003, for the purpose of assisting
the Company in transitioning to a new organization structure and
headquarters location. The daily rate that the Executive will be
paid for such consulting assistance to the Company willl be
$400.00 per day, with payment due within 7 days upon receipt of
invoice.
4. Waiver and Release. In connection with the execution of
this Separation Agreement, Executive and Company hereby waive and
release each other from any and all causes of actions, debts,
claims and liabilities, whether known or unknown, which either
party now has or may have in the future against the other under
the Employment Agreement, except as otherwise provided herein.
5. Counterparts. This Separation Agreement may be executed in
one or more counterparts, each of which shall be deemed to
constitute an original.
6. Governing Law. This Separation Agreement shall be governed
by, and interpreted in accordance with, the laws of the
Commonwealth of Virginia, without regard to the conflict of law
principles thereof.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed in counterparts as of the 22th day of
July 2003.
COMTEX NEWS NETWORK, INC.
By: /S/ XXXXXXX X. XXXXX
---------------------------
Xxxxxxx X. Xxxxx, Chairman
of the Board
Acting on Behalf of the Board
of Directors
EXECUTIVE
By:/S/ XXXXXXX X. CEPECE
--------------------------
Xxxxxxx X. Xxxxxx
