SEPARATION AND SETTLEMENT AGREEMENT
THIS SEPARATION AND SETTLEMENT AGREEMENT (the "Agreement"),
made and entered into as of the 31st day of January, 1999, by and
between HALIS, INC., a Georgia corporation ("HALIS"), and XXXXX XXXXXX
("Xxxxxx").
WHEREAS, on November 18, 1996, HALIS and Xxxxxx entered a certain
Employment Agreement whereby HALIS employed Xxxxxx for a term of three
years ending December 31, 1999, as amended January 3, 1997 (as
amended, the "Employment Agreement"); and
WHEREAS, HALIS and Xxxxxx desire to mutually terminate the
employment arrangement between them effective December 31, 1998 on the
terms and conditions hereof.
NOW THEREFORE, for and in consideration of the mutual premises
herein, and other good and valuable consideration, the parties hereto
agree as follows:
1. Separation from the Company. HALIS and Xxxxxx hereby agree
that Xxxxxx'x employment under the Employment Agreement shall hereby
terminate effective as of December 31, 1998 (the "Effective Date"),
and that such termination shall be deemed a mutual termination, and
not be construed as a termination by HALIS with or without cause, or a
termination by Xxxxxx, as those terms are defined in the Employment
Agreement. In that regard, this agreement supercedes any rights or
obligations of Xxxxxx or HALIS as provided for in section 6 of the
Employment Agreement, except section 6.6 which shall continue in full
force and effect.
2. Consideration. In satisfaction of any and all monetary
obligations of HALIS to Xxxxxx under the Employment Agreement, HALIS
agrees, and Xxxxxx accepts, the following:
a) Except as provided in subsections (b) and (c) below, in lieu
of any compensation, as provided for in section 4 of the Employment
Agreement, including base salary, incentive compensation and any
accrued but unpaid vacation, that may otherwise be due and owing as
of, or would have become due and owing after, the Effective Date, the
Company agrees to pay Xxxxxx $25,000 and issue to Xxxxxx 300,000 fully
vested non-statutory stock options with an exercise price of $0.1315
per share, exercisable by Xxxxxx on or before January 31, 2006.
b) Xxxxxx and HALIS acknowledge and agree that as of the
Effective Date, HALIS owes Xxxxxx $109,662.00 under the Employment
Agreement with regard to HALIS' fiscal year ended on the Effective
Date, and that HALIS shall satisfy this obligation by making monthly
payments of $5,000 each, until the amount is fully paid, commencing
with the first payment being due to Xxxxxx by February 28, 1999 (the
"Deferred Payments"). Notwithstanding the foregoing, HALIS shall only
pay the Deferred Payments to the extent HALIS, in its reasonable
determination, has available cash. Any Deferred Payments not made
during a required month will nonetheless continue to be due and owing
with no interest or penalty of any kind or nature accruing thereon.
c) HALIS shall continue to pay through the original term of the
Employment Agreement, on behalf of Xxxxxx, any medical or dental
premiums or other obligations related to the medical or dental plans
of HALIS to extent that Xxxxxx is participating in such plans as of
the Effective Date. HALIS shall further reimburse Xxxxxx for any
reasonable business expenses incurred by Xxxxxx on behalf of HALIS
that may not have previously been reimbursed, and for an automobile
allowance, including cost of insurance, through the original term of
the Employment Agreement, to the extent HALIS has been obligated to
pay or reimburse Xxxxxx those amounts as of the Effective Date. In
order to receive any reimbursement hereunder, Xxxxxx shall supply a
completed expense reimbursement request, along with any supporting
documentation thereof, in such form as may be reasonably required by
HALIS.
3. Entire Agreement. This Agreement and the Employment
Agreement constitutes the entire agreement between the parties hereto
regarding the Xxxxxx'x employment by HALIS and the termination
thereof, and supersedes any other agreement, written or oral, relating
to the subject matter hereof. Except as modified herein, the
Employment Agreement shall remain in full force and effect.
4. Governing Law. This Agreement shall in all respects be
interpreted, construed and governed by and in accordance with the laws
of the State of Georgia.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed and delivered as of the day and year first above
written.
HALIS, INC.
By: /s/ Xxxx X. Xxxxxxxx /s/ Xxxxx Xxxxxx
Xxxx W, Xxxxxxxx Xxxxx Xxxxxx
Chairman, President and
Chief Executive Officer
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