Exhibit 10
TERMINATION AGREEMENT
This Termination Agreement dated October 23, 2002 (the "Effective Date") is
between Xxxx Xxxxxxxxx (for himself, his spouse and anyone acting for him) (the
"Executive") and IDine Rewards Network, Inc. (for itself or any affiliated
company, or its or their present and past officers, directors, supervisors,
employees and anyone else acting for it or them) (the "Employer"), formerly
known as Transmedia Network, Inc.
WHEREAS, the Employer employed the Executive as the President and Chief
Executive Officer pursuant to an October 13, 1998 Employment Contract between
the Executive and the Employer ("Employment Contract"); and
WHEREAS, the Employer and the Executive agreed to terminate their
employment relationship; and
WHEREAS, the Employment Contract requires that the Executive sign and
comply with a termination agreement as a condition of receiving severance
benefits; and
WHEREAS, the Employer and the Executive wish to enter into this Termination
Agreement as such termination agreement in order to resolve amicably any
differences between them;
THEREFORE, the parties agree as follows:
1. Resignation. Effective September 26, 2002 ("Termination Date"), the
Executive resigned from employment with the Employer, and as an officer and as a
member of the Board of Directors of the Employer and its subsidiaries and
affiliates.
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2. Accrued Benefits. The Executive will be entitled to any accrued
benefits under any employee benefit plan of the Employer as of the Termination
Date in the same manner as any other employee whose employment with the Employer
has terminated, all in accordance with the terms of the Employer's applicable
benefit plans.
3. Expense Reports. The Employer will reimburse the Executive for
reasonable expenses incurred through the Termination Date provided the Executive
submits appropriate expense reports detailing the expenses within thirty (30)
days of the Termination Date.
4. Return of Employer Property. The Executive will return to the Employer
by the Termination Date all Employer property in the Executive's possession,
custody or control, including, but not limited to, confidential information of
the Employer, computer equipment, software, keys and credit cards.
5. Severance Arrangements. In lieu of the payments to be made to
Executive pursuant to Section 7 of the Employment Contract regarding Severance
Arrangements, the Employer will provide the following:
Subject to compliance with this Agreement, the Employer will pay the
Executive the following: Seven Hundred Fifty Thousand Dollars
($750,000) within five (5) business days after the Effective Date,
Five Hundred Thousand Dollars ($500,000) on January 1, 2003, and Two
Hundred Fifty Thousand Dollars ($250,000) on January 1, 2004, all less
applicable deductions.
In addition, as provided for in said Section 7, if the Executive timely elects
continued health care coverage pursuant to COBRA, the Employer will pay the
Executive's cost of such continued coverage in the Employer's health care plan
for the eighteen (18) month continuation period
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provided by COBRA for a qualifying event caused by termination of employment;
thereafter, for an additional fifteen (15) months (that is, through June 26,
2005), and provided Executive is not employed with health insurance available as
part of such employment, Executive may continue health care coverage in
Employer's then existing health care plan provided Executive pays the full cost
of same. Executive acknowledges and agrees that the health insurance program
available to employees may change from time to time and that the benefits
available to him in the future may not be the same as those currently available.
Finally, the Executive's stock options granted under the Employer's 1996 Long
Term Incentive Plan will remain exercisable, to the extent they were exercisable
immediately prior to the Termination Date, for ninety (90) days following the
Termination Date, after which date they shall expire and no longer be
exercisable. Any stock options that were not exercisable immediately prior to
the Termination Date expired on the Termination Date. With respect to any option
exercise during the 90-day period following the Termination Date, at Executive's
option, Executive may tender and Employer shall accept, in exchange for the
shares of common stock issuable pursuant to such option(s), such number of
shares of Employer's common stock held by Executive that, when multiplied by the
closing price of Employer's common stock on the immediately preceding trading
day (as published in The Wall Street Journal), equals the price to be paid by
Executive for the shares to be issued pursuant to said option(s).
6. Non-Compete. Until the date of the last payment called for under this
Agreement (January 1, 2004), the Executive will not direcly or indirectly (i) be
employed by, invest in (except less than five percent (5%) of a publicly traded
company), have an interest in, or perform work as a director, officer,
independent contractor, partner or consultant for any entity engaged
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in the business in which the Employer or any of its affiliates is engaged at
such date in any geographic region in which Employer conducts business or as to
which Employer has currently targeted for expansion, or (ii) on behalf or for
the benefit of the Executive or any business with which the Executive may be
associated, offer employment or a consulting relationship to any person who is
an employee of or a consultant to the Employer or any of its affiliates.
7. Confidentiality. Section 10 of the Employment Contract will remain in
effect in accordance with its terms and conditions.
8. Future Cooperation. After the Termination Date, the Executive will
cooperate with and assist the Employer in any investigations, proceedings or
actions relating to any matters in which the Executive was involved or had
knowledge while employed by the Employer. In addition, through January 1, 2004,
the Executive will provide consulting services as reasonably requested by the
Employer so long as such consulting services do not unduly interfere with any
subsequent employment obligations of the Executive, in each case subject to
reimbursement for approved expenses.
9. No Rehire. The Executive will not seek rehire with the Employer.
10. Non-Disparagement. Neither party will take any action or make any
statement that reflects negatively on the other, or in any way disparages, in
any manner, the other party's management, business or business practices.
11. Confidentiality. Except as otherwise required by law, the parties
agree that the terms of this Agreement are strictly confidential and must not be
disclosed in any manner to any person. The only exceptions to this prohibition
on disclosure are to the parties' attorney(s) and/or tax advisor(s), and the
Employer's employees necessary to comply with the Employer's
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obligations under this Agreement, all of whom are similarly bound by this
confidentiality provision.
12. Non-Admission. The parties agree that the Employer's offer of this
Agreement and/or the payment of severance under this Agreement are not an
admission of any kind that the Executive has any viable claims against the
Employer or that the Employer admits to any liability whatsoever.
13. Release. Pursuant to the requirement of Section 7 of the Employment
Contract for receipt of severance benefits, and except for enforcement of this
Agreement, the Executive releases the Employer with respect to any and all known
and unknown claims of any type to date arising out of any aspect of their
employment relationship or the termination of their employment relationship.
This includes, but is not limited to, breach of any implied or express
employment contracts, covenants or duties; entitlement to any pay or benefits,
including insurance benefits or attorney fees; claims for wrongful termination,
violation of public policy, defamation, emotional distress, invasion of privacy,
loss of consortium, negligence, other federal, state, local or common law
matters or any act or omission; or claims of discrimination based on age under
the Age Discrimination in Employment Act ("ADEA"), ancestry, color, concerted
activity, disability, entitlement to benefits, marital status, national origin,
parental status, race, religion, retaliation, sex, sexual harassment, sexual
orientation, source of income, union activity, veteran's status or other
protected status. The Executive also acknowledges that he has not suffered any
on-the-job injury for which he has not already filed a claim.
14. Covenant Not To Xxx. Pursuant to the requirement of Section 7 of the
Employment Contract for receipt of severance benefits, the Executive agrees not
to xxx the
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Employer for any claims covered by the release in this Agreement. This agreement
not to xxx does not apply to an ADEA claim to the extent such an exception is
required by law. If the Executive sues in violation of this Agreement, the
Executive agrees (1) to pay all costs and expenses incurred by the Employer in
defending against a suit or enforcing this Agreement, including court costs,
expenses and reasonable attorney fees, or (2) to be obligated upon written
demand to repay to the Employer, as liquidated damages, all of the payment paid
to the Executive pursuant to this Agreement except One Hundred Dollars ($100),
and (3) in addition to either (1) or (2), that the Employer shall not be
obligated to continue payment to the Executive of any remaining payments under
this Agreement.
15. Exclusions from Release. Excluded from the release and the covenant
not to xxx are any claims which cannot be waived by law, and the filing of a
discrimination charge with a government agency. But the Executive agrees to
waive any right to any monetary recovery should any government agency pursue any
claims on the Executive's behalf.
16. Modification. This Agreement may only be modified in a writing signed
by both parties. If any part of this Agreement is found to be illegal or invalid
by a final non-appealable ruling of a court of competent jurisdiction, it will
be deemed severed from this Agreement, and the remainder of the Agreement will
remain in effect and will be enforceable within the bounds of applicable law. If
any restriction or limitation in this Agreement is found to be unreasonable,
onerous or unduly restrictive, it will not be stricken in its entirety, but will
remain effective to the maximum extent permissible.
17. Waiver of Breach. Should the Executive breach any provision of this
Agreement, and should the Employer decide not to enforce its rights against the
Executive, that decision will
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not operate or be construed as a waiver of any subsequent breach by the
Executive. No such waiver will be valid unless in writing and signed by an
officer of the Employer.
18. Attorney Fees. The prevailing party in any dispute regarding this
Agreement is entitled to payment of its reasonable attorney fees and costs
incurred in enforcing this Agreement. This Agreement shall be governed by the
laws of the State of Florida.
19. Complete Agreement. This Agreement resolves all matters between the
Executive and the Employer and supersedes any other written or oral agreement
between them, except for Section 10 of the Employment Contract as provided for
in Section 7 of this Agreement.
20. Voluntariness. The Executive is signing this Agreement knowingly and
voluntarily, has not been coerced or threatened into signing this Agreement and
has not been promised anything else in exchange for signing this Agreement.
21. Attorney Consultation. By this Agreement, the Executive has been
advised to consult with an attorney of the Executive's choice at the Executive's
own expense before signing below.
22. Time Periods. The Executive has been given at least twenty-one (21)
days to consider this Agreement. After the Executive signs this Agreement, the
Executive has seven (7) days to revoke it by giving the Employer written notice
of revocation. If this Agreement is not revoked, the Executive will receive the
severance and other benefits provided in this Agreement.
/s/ Xxxx Xxxxxxxxx /s/ iDine Rewards Network Inc.
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EXECUTIVE EMPLOYER
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