EXHIBIT 10.05
ARTISOFT, INC
SEVERANCE AGREEMENT
This Agreement, dated as of Nov. 1, 2000, is entered into between Artisoft,
Inc. a corporation organized under the laws of the State of Delaware
("Artisoft"), and Xxxxx Xxxxxx (the "Executive").
WHEREAS, the Board of Directors of the Company (the "Board") recognizes
that the possibility of a Charge in Control (as hereinafter defined) exists and
that the threat or the occurrence of a Change in Control can result in
significant distractions to its key management personnel because of the
uncertainties inherent in such a situation;
WHEREAS, the Board has determined that it is essential and in the best
interest of the Company and its stockholders to retain the services of the
Executive in the event of a threat or occurrence of a Change in Control and to
ensure the Executive's continued dedication and efforts in such event without
undue concern for the Executive's personal, financial and employment security;
and
WHEREAS, in order to induce the Executive to remain in the employ of the
Company, particularly in the event of a threat or the occurrence of a Change in
Control, the Company desires to enter into this Agreement with the Executive to
provide the Executive with certain benefits in the event that the Executive's
employment is terminated as a result of, or in connection with, a Change in
Control.
NOW, THEREFORE, in consideration of the respective agreements of the
parties contained herein, it is agreed as follows:
1. TERM OF AGREEMENT. This Agreement shall commence as of Nov. 1, 2000 and
shall continue in effect until [two years from commencement date]; PROVIDED,
HOWEVER, that commencing on [two years from commencement date] and on each
[month and day] thereafter, the term of this Agreement shall automatically be
extended for one (l) year unless the Company or the Executive shall have given
written notice to the other at least ninety (90) days prior thereto that the
term of this Agreement shall not be so extended; and PROVIDED, FURTHER, HOWEVER,
that notwithstanding any such notice by the Company not to extend, the term of
this Agreement shall not expire prior to the expiration of twenty-four (24)
months after the occurrence of a Change in Control.
2. DEFINITIONS.
2.1. ACCRUED COMPENSATION. For purposes of this Agreement, "Accrued
Compensation" shall mean an amount which shall include all amounts earned or
accrued through the "Termination Date" (as hereinafter defined) but not paid as
of the Termination Date, including (i) base salary, (ii) reimbursement for
reasonable and necessary expenses incurred by the Executive on behalf of the
Company during the period ending on the Termination Date, (iii)
vacation pay and (iv) bonuses and incentive compensation (other than the "Pro
Rata Bonus" (as hereinafter defined)).
2.2. BASE AMOUNT. For purposes of this Agreement, "Base Amount" shall mean
the greater of the Executive's annual base salary (a) at the rate in effect on
the Termination Date or (b) at the highest rate in effect at any time during the
ninety (90) day period prior to the Change in Control, and shall include all
amounts of base salary that are deferred under the employee benefit plans of the
Company or any other agreement or arrangement.
2.3. BONUS AMOUNT. For purposes of this Agreement, "Bonus Amount" shall
mean the greatest of: (a) 100% of the annual bonus payable to the Executive
under the Company's cash bonus incentive plan for the fiscal year in which the
Termination Date occurs; (b) the annual bonus paid or payable to the Executive
under the Company's cash bonus incentive plan fox the full fiscal year ended
prior to the fiscal year during which the Termination Date occurred; (c) the
annual bonus paid or payable to the Executive under the Company's cash bonus
incentive plan for the full fiscal year ended prior to the fiscal year during
which a Change in Control occurred; (d) the average of the annual bonuses paid
or payable to the Executive under the Company's cash bonus incentive plan during
the three full fiscal years ended prior to the fiscal year during which the
Termination Date occurred; or (e) the average of the annual bonuses paid or
payable to the Executive under the Company's cash bonus incentive plan during
the three full fiscal years ended prior to the fiscal year during which the
Change in Control occurred.
2.4. CAUSE. For purposes of this Agreement, a termination of employment is
for "Cause" if the basis of the termination is fraud, misappropriation,
embezzlement or willful engagement by the Executive in misconduct which is
demonstrably and materially injurious to the Company and its subsidiaries taken
as a whole (no act, or failure to act, on the part of the Executive shall be
considered "willful" unless done, or omitted to be done, by the Executive not in
good faith and without a reasonable belief that the action or omission was in
the best interests of the Company and its subsidiaries); PROVIDED, HOWEVER, that
the Executive shall not be deemed to have been terminated for Cause unless and
until there shall have been delivered to the Executive a Notice of Termination
(as hereinafter defined) and copy of a resolution duly adopted by the
affirmative vote of not less than three-quarters of those members of the
Company's Board of Directors who are not then employees of the Company at a
meeting of the Board called and held for the purpose (after reasonable notice to
the Executive and an opportunity for the Executive, together with the
Executive's counsel, to be heard before the Board), finding that, in the good
faith opinion of the Board, the Executive was guilty of the conduct set forth in
the first sentence of this Section 2.4 and specifying the particulars thereof in
detail.
2.5. CHANGE IN CONTROL. For purposes of this Agreement, a "Change in
Control" shall mean any of the following events:
(a) An acquisition (other than directly from the Company) of any voting
securities of the Company (the "Voting Securities") by any "Person" (as the term
is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act")) immediately after which such Person has
"Beneficial Ownership" (within the meaning of Rule
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13d-3 promulgated under the 0000 Xxx) of thirty percent (30%) or more of the
combined voting power of the Company's then outstanding Voting Securities;
PROVIDED, HOWEVER, that in determining whether a Change in Control has occurred,
Voting Securities which are acquired in a "Non-Control Acquisition" (as
hereinafter defined) shall not constitute an acquisition which would cause a
Change in Control. A "Non-Control Acquisition" shall mean an acquisition by (1)
an employee benefit plan (or a trust forming a part thereof) maintained by (A)
the Company or (B) any corporation or other Person of which a majority of its
voting power or its equity securities or equity interest is owned directly or
indirectly by the Company (a "Subsidiary"), (2) the Company or any Subsidiary,
or (3) any Person in connection with a "Non-Control Transaction (as hereinafter
defined);
(b) The individuals who are members of the Board as of the date this
Agreement is approved by the Board (the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board; PROVIDED, HOWEVER, that if the
appointment, election or nomination for election by the Company's stockholders,
of any new director is approved by a vote of at least two-thirds of the
Incumbent Board, such new director shall, for purposes. of this Agreement, be
considered a member of the Incumbent Board; PROVIDED, FURTHER, HOWEVER, that no
individual shall be considered a member of the Incumbent Board if such
individual initially assumed office as a result of either an actual or
threatened "Election Contest" (as described in Rule 14a-11 promulgated under the
0000 Xxx) or other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board (a "Proxy Contest") including by
reason of any agreement intended to avoid or settle any Election Contest or
Proxy Contest; or
(c) Approval by stockholders of the Company of:
(1) A merger, consolidation or reorganization involving the Company,
unless such merger, consolidation or reorganization satisfies the conditions set
forth below:
(i) the stockholders of the Company immediately before such
merger, consolidation or reorganization, own immediately following such merger,
consolidation or reorganization, directly or indirectly, at least fifty-one
percent (51%) of the combined voting power of the outstanding voting securities
of the corporation resulting from such merger or consolidation or reorganization
(the "Surviving Corporation") in substantially the same proportion as their
ownership of the Voting Securities immediately before such merger, consolidation
or reorganization;
(ii) the individuals who were members of the Incumbent Board
immediately prior to the execution of the agreement providing for such merger,
consolidation or reorganization constitute at least a majority of the members
of the board of directors of the Surviving Corporation; and
(iii) no Person (other than the Company, any Subsidiary, any
employee benefit plan (or any trust forming a part thereof) maintained by the
Company, the Surviving Corporation or any Subsidiary, or any Person who,
immediately prior to such merger, consolidation or reorganization, had
Beneficial Ownership of thirty percent (30%) or more of the
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then outstanding voting Securities) has Beneficial Ownership of thirty percent
(30%) or more of the combined voting power of the Surviving Corporation's then
outstanding voting securities; or
A transaction described above in this Section 2.5 shall herein be referred
to as a "Non-Control Transaction";
(2) A complete liquidation or dissolution of the Company; or
(3) An agreement for the sale or other disposition of all or
substantially all of the assets of the Company to any Person (other than a
transfer to a Subsidiary).
Notwithstanding the foregoing, a Change in Control shall not be deemed to
occur solely because any Person (the "Subject Person") acquired Beneficial
Ownership of more than the permitted amount of the outstanding Voting Securities
as a result of the acquisition of Voting Securities by the Company which, by
reducing the number of Voting Securities outstanding, increases the proportional
number of shares Beneficially Owned by the Subject Person, PROVIDED, HOWEVER,
that, if a Change in Control would occur (but for the operation of this
sentence) as a result of the acquisition of Voting Securities by the Company,
and after such share acquisition by the Company the Subject person becomes the
Beneficial Owner of any additional voting Securities which increases the
percentage of the then outstanding Voting Securities Beneficially Owned by the
Subject Person, then a Change in Control shall occur.
2.6. COMPANY. For purposes of this Agreement, the "Company" shall mean
Artisoft Incorporated amid its Subsidiaries and shall include Artisoft's
"Successors and Assigns" (as hereinafter defined).
2.7. DISABILITY. For purposes of this Agreement, "Disability" shall mean a
physical or mental infirmity which impairs the Executive's ability to
substantially perform the Executive's duties with the Company for a period of
one hundred eighty (180) consecutive days and the Executive has not returned to
full time employment prior to the Termination Date as stated in the "Notice of
Termination".
2.8. GOOD REASON.
(a) For purposes of this Agreement, "Good Reason" shall mean the occurrence
after a Change in Control of any of the events or conditions described in
subsections (1) through (8) hereof:
(1) a change in the Executive's status, title, position or
responsibilities (including reporting responsibilities) which, in the
Executive's reasonable judgment, represents an adverse change from the
Executive's status, title, position or responsibilities as in effect at any time
within ninety (90) days preceding the date of a Change in Control or at any time
thereafter; the assignment to the Executive of any duties or responsibilities
which, in the Executive's reasonable judgment, are inconsistent with the
Executive's status, title, position or responsibilities as in effect at any time
within ninety (90) days preceding the date of a Change in
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Control or at any time thereafter; or any removal of the Executive from or
failure to reappoint or reelect the Executive to any of such offices or
positions, except in connection with the termination of the Executive's
employment for Disability, Cause, as a result of the Executive's death or by the
Executive other than for Good Reason;
(2) a reduction in the Executive's base salary or any failure to pay
the Executive any compensation or benefits to which the Executive is entitled
within five (5) days of the date due;
(3) the Company's requiring the Executive to be based at any place
outside a 60-mile radius from [city and state], except for reasonably required
travel on the Company's business which is not materially greater than such
travel requirements prior to the Change in Control;
(4) the failure by the Company to (A) continue in effect (without
reduction in benefit level and/or reward opportunities) any material
compensation or employee benefit plan in which the Executive was participating
at any tame within ninety (90) days preceding the date of a Change in Control or
at any time thereafter, including, but not limited to, the plans listed on
Appendix A, unless such plan is replaced with a plan that provides substantially
equivalent compensation or benefits to the Executive, or (B) provide the
Executive with compensation and benefits, in the aggregate, at least equal (in
terms of benefit levels and/or reward opportunities) to those provided for under
each other employee benefit plan, program and practice in which the Executive
was participating at any time within ninety (90) days preceding the date of a
Change in Control or at any time thereafter;
(5) the insolvency or the filing (by any party, including the Company)
of a petition for bankruptcy of the Company, which petition is not dismissed
within sixty (60) days;
(6) any material breach by the Company of any provision of this
Agreement;
(7) any purported termination of the Executive's employment for Cause
by the Company which does not comply with the terms of Section 2.4; or
(8) the failure of the Company to obtain an agreement, satisfactory to
the Executive, from any Successors and Assigns to assume and agree to perform
this Agreement, as contemplated in Section 6 hereof.
(b) The Executive's right to terminate the Executive's employment pursuant
to this Section 2.8 shall not be affected by the Executive's incapacity due to
physical or mental illness.
2.9. NOTICE OF TERMINATION. For purposes of this Agreement, following a
Change in Control, "Notice of Termination" shall mean a written notice of
termination of the Executive's employment from the Company, which notice
indicates the specific termination provision in this Agreement relied upon and
which sets forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Executive's employment under
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the provision so indicated.
2.10. PRO RATA BONUS. For purposes of this Agreement, "Pro Rata Bonus"
shall mean an amount equal to the Bonus Amount multiplied by a fraction the
numerator of which is the number of days in the fiscal year through the
Termination Date and the denominator of which is 365.
2.11. SUCCESSORS AND ASSIGNS. For purposes of this Agreement, "Successors
and Assigns" shall mean a corporation or other entity acquiring all or
substantially all of the assets and business of the Company (including this
Agreement) whether by operation of law or otherwise.
2.12. TERMINATION DATE. For purposes of this Agreement, "Termination Date"
shall mean in, the case of the Executive's death, the Executive's date of death,
in the case of Good Reason, the last day of the Executive's employment and, in
all other cases, the date specified in the Notice of Termination; PROVIDED,
HOWEVER, that if the Executive's employment is terminated by the Company for
Cause or due to Disability, the date specified in the Notice of Termination
shall be at least 30 days from the date the Notice of Termination is given to
the Executive, provided that, in the case of Disability, the Executive shall not
have returned to the full-time performance of the Executive's duties during such
period of at least 30 days.
3. TERMINATION OF EMPLOYMENT.
3.1. If, during the term of this Agreement, the Executive's employment with
the Company shall be terminated within twenty-four (24) months following a
Change in Control, the Executive shall be entitled to the following compensation
and benefits:
(a) If the Executive's employment with the Company shall be terminated (1)
by the Company for Cause or Disability, (2) by reason of the Executive's death
or (3) by the Executive other than for Good Reason, the Company shall pay to the
Executive the Accrued Compensation and, if such termination is other than by the
Company for Cause, the Company shall also pay the Executive a Pro Rata Bonus,
less any bonuses previously paid to Executive for the year in which termination
occurs.
(b) If the Executive's employment with the Company shall be terminated for
any reason other than as specified in Section 3.1(a), the Executive shall be
entitled to the following:
(i) the Company shall pay the Executive all Accrued Compensation and a
Pro Rata Bonus, less, in the case of the Pro Rata Bonus, any bonuses paid to the
Executive prior to the Termination Date for the year in which termination
occurs;
(ii) the Company shall pay the Executive as severance pay and in lieu
of any further compensation for periods subsequent to the Termination Date, in a
single payment, an
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amount in cash equal to two times the sum of (A) the Base Amount and (B) the
Bonus Amount;
(iii) for a period of 18 months following the Termination Date (the
"Continuation Period"), the Company shall, at its expense, continue on behalf of
the Executive and the Executive's dependents and beneficiaries the life
insurance, disability, medical, dental and hospitalization benefits provided (A)
to the Executive at any time during the 90-day period prior to the Change in
Control or at any time thereafter or (B) to other similarly situated executives
who continue in the employ of the Company during the Continuation Period. The
coverage and benefits (including deductibles and costs) provided in this Section
3.1(b)(iii) during the Continuation Period shall be no less favorable to the
Executive and the Executive's dependents and beneficiaries, than the most
favorable of such coverages and benefits during any of the periods referred to
in clauses (A) and (B) above. The Company's obligation hereunder with respect to
the foregoing benefits shall be limited to the extent that the Executive obtains
any such benefits pursuant to a subsequent employer's benefit plans, in which
case the Company may reduce the coverage of any benefits it is required to
provide the Executive hereunder as long as the aggregate coverages and benefits
of the combined benefit plans are no less favorable to the Executive than the
coverages and benefits required to be provided hereunder. This subsection (iii)
shall not be interpreted so as to limit any benefits to which the Executive or
the Executive's dependents or beneficiaries may be entitled under any of the
Company's employee benefit plans, programs or practices following the
Executive's termination of employment, including without limitation, retiree
medical and life insurance benefits;
(iv) the restrictions on any outstanding equity incentive awards,
including stock options and restricted stock, granted to the Executive under
the Company's 1990 Stock Incentive Plan (or any predecessor plans thereto), the
Company's 1991 Director Option Plan, the 1993 Chairman's Stock Option Plan,
1994 Stock Incentive Plan, the Company's Employee Stock Purchase Plan or under
any other incentive plan or arrangement shall lapse arid such incentive award
shall become 100% vested and, in the case of stock options, immediately
exercisable;
(c) The amounts provided for in Sections 3.1(a) and 3.1(b)(i) and (ii)
shall be paid in a single lump sum cash payment within forty five (45) days
after the Executive's Termination Date (or earlier, if required by applicable
law).
(d) The Executive shall not be required to mitigate the amount of any
payment provided for in this Agreement by seeking other employment or otherwise,
and no such payment shall be offset or reduced by the amount of any compensation
or benefits provided to the Executive in any subsequent employment except as
provided in Section 3.1(b)(iii).
3.2. (a) The severance pay and benefits provided for in this Section 3
shall be in lieu of any other severance or termination pay to which the
Executive may be entitled under any Company severance or termination plan,
program, practice or arrangement.
(b) The Executive's entitlement to any other compensation or benefits shall
be determined in accordance with the Company's employee benefit plans
(including, the plans listed on Appendix A) and other applicable programs,
policies and practices then in effect,
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4. NOTICE OF TERMINATION. Following a Change in Control, any purported
termination of the Executive's employment shall be communicated by Notice of
Termination I'D the Executive. For purposes of this Agreement, no such purported
termination shall be effective without such Notice of Termination.
5. EXCISE TAX LIMITATION.
(a) Notwithstanding anything contained in this Agreement, in the event that
any payment or benefit (within the meaning of Section 280G(b)(2) of the Internal
Revenue Code of 1986, as amended (the "Code")), to the Executive or for the
Executive's benefit paid or payable or distributed or distributable pursuant to
the terms of this Agreement or otherwise in connection with, or arising out of,
the Executive's employment with the Company or a Change in Control (a "Payment"
or "Payments") would be subject to the excise tax imposed by Section 4999 of the
Code (the "Excise Tax"), the Payments shall be reduced (but not below zero) if
and to the extent necessary so that no Payment to be made of benefit to be
provided to the Executive shall be subject to the Excise Tax (such reduced
Payments being hereinafter referred to as the "Limited Payment Amount"). Unless
the Executive shall have given prior written notice specifying a different order
to the Company to effectuate the Limited Payment Amount, the Company shall
reduce or eliminate the Payments by first reducing or eliminating cash payments
and then by reducing those payments or benefits which are not payable in cash,
in each case in reverse order beginning with payments or benefits which are to
be paid the farthest in time from the Determination (as hereinafter defined).
Any notice given by the Executive. pursuant to the preceding sentence shall take
precedence over the provisions of any other plan, arrangement or agreement
governing the Executive's rights and entitlements to any benefts or
compensation.
(b) An initial determination as to whether the Payments shall be reduced to
the Limited Payment Amount and the amount of such Limited Payment Amount shall
be made, at the Company's expense, by the accounting firm that is the Company's
independent accounting firm as of the date of the Change in Control (the
"Accounting Firm"). The Accounting Firm shall provide its determination (the
"Determination"), together with detailed supporting calculations and
documentation, to the Company and the Executive within twenty (20) days of the
Termination Date if applicable, or such other time as requested by the Company
or by the Executive (provided the Executive reasonably believes that any of the
Payments may be subject to the Excise Tax), and if the Accounting Firm
determines that there is substantial authority (within the meaning of Section
6662 of the Code) that no Excise Tax is payable by the Executive with respect to
a Payment or Payments, it shall furnish the Executive with an opinion reasonably
acceptable to the Executive that no Excise Tax will be imposed with respect to
any such Payment or Payments. Within ten (10) days of the delivery of the
Determination to the Executive, the Executive shall have the right to dispute
the Determination (the "Dispute"). If there is no Dispute, the Determination
shall be binding, final and conclusive upon the Company and the Executive
subject to the application of Section 5(c) below.
(c) As a result of the uncertainty in the application of Sections 4999 and
280G of the Code, it is possible that the Payments to be made to, or provided
for the benefit of, the Executive
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either will be greater (an "Excess Payment") or less (an "Underpayment") than
the amounts provided for by the limitations contained in Section 5(a). If it is
established pursuant to a final determination of a court or an Internal Revenue
Service (the "IRS") proceeding which has been finally and conclusively resolved
that an Excess Payment has been made, such Excess Payment shall be deemed for
all purposes to be a loan to the Executive made on the date the Executive
received the Excess Payment and the Executive shall repay the Excess Payment to
the Company on demand (but not less than ten (10) days after written notice is
received by the Executive) together with interest on the Excess Payment at the
"Applicable Federal Rate" (as defined in Section 1274(d) of the Code) from the
date of the Executive's receipt of such Excess Payment until the date of such
repayment. In the event that it is determined by (i) the Accounting Firm, the
Company (which shall include the position taken by the Company, or together with
its consolidated group, on its federal income tax return) or the IRS, (ii)
pursuant to a determination by a court, or (iii) upon the resolution to the
Executive's satisfaction of the Dispute that an Underpayment has occurred, the
Company shall pay an amount equal to the Underpayment to the Executive within
ten (10) days of such determination or resolution, together with interest on
such amount at the Applicable Federal Rate from the date such amount would have
been paid to the Executive until the date of payment.
6. SUCCESSORS; BINDING AGREEMENT.
(a) This Agreement shall be binding upon and shall inure to the benefit of
the Company, its Successors and Assigns and the Company shall require any
Successors and Assigns to expressly assume and agree to perform this Agreement
in the same manner and to the same extent that the Company would be required to
perform it if no such succession or assignment had taken place.
(b) Neither this Agreement nor any right or interest hereunder shall be
assignable or transferable by the Executive or the Executive's beneficiaries or
legal representatives, except by will or by the laws of descent and
distribution. This Agreement shall inure to the benefit of and be enforceable by
the Executive's legal personal representative.
7. FEES AND EXPENSES. The Company shall pay all legal fees and related
expenses (including the costs of experts, evidence and counsel) incurred by the
Executive as they become due as a result of (a) the Executive's termination of
employment (including all such fees and expenses, if any, incurred in contesting
or disputing any such termination of employment), (b) the Executive seeking to
obtain or enforce any right or benefit provided by this Agreement (including,
but not limited to, any such fees and expenses incurred in connection with the
Dispute whether as a result of any applicable government taxing authority
proceeding, audit or otherwise) or by any other plan or arrangement maintained
by the Company under which the Executive is or may be entitled to receive
benefts, and (c) the Executive's hearing before the Board as contemplated in
Section 2.4 of this Agreement; PROVIDED, HOWEVER, that the circumstances set
forth in clauses (a) and (b) occurred on or after a Change it Control.
8. NOTICE. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement (including the Notice of
Termination) shall be in writing and shall
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be deemed to have been duly given when personally delivered or sent by certified
mail, return receipt requested, postage prepaid, addressed to the respective
addresses last given by each party to the other, provided that all notices to
the Company shall be directed to the attention of the Board with a copy to the
Secretary of the Company. All notices and communications shall be denied to have
been received on the date of delivery thereof or on the third business day after
the mailing thereof, except that notice of change of address shall be effective
only upon receipt.
9. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or
limit the Executive's continuing or future participation in any benefit, bonus,
incentive or other plan or program provided by the Company (except for any
severance or termination policies, plans, programs or practices) and for which
the Executive may qualify, nor shall anything herein limit or reduce such rights
as the Executive may have under any other agreements with the Company (except
for any severance or termination agreement). Amounts which are vested benefits
or which the Executive is otherwise entitled to receive under any plan or
program of the Company shall be payable in accordance with such plan or program,
except as explicitly modified by this Agreement.
10. SETTLEMENT OF CLAIMS. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any circumstances, including, without
limitation, any set-off, counterclaim, recoupment, defense or other right which
the Company may have against an Executive or others.
11. MISCELLANEOUS. No provision of this Agreement may be modified, waived
or discharged, unless such waiver, modification or discharge is agreed to in
writing and signed by the Executive and the Company. No waiver by either party
hereto at any time of any breach by the other party hereto, or compliance with,
any condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. No agreement or representation,
oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not expressly set forth in this
Agreement.
12. GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Massachusetts without
giving effect to the conflict of laws principles thereof. Any action brought by
any party to this Agreement shall be brought and maintained in a court of
competent jurisdiction in Suffolk County in the State of Massachusetts.
13. SEVERABILITY. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.
14. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto and supersedes all prior agreements, if any,
understandings and arrangements, oral or written, between the parties hereto
with respect to the subject matter hereof.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized officer and the Executive has executed this Agreement as of
the day and year first above written.
COMPANY:
ARTISOFT, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Its: Chairman of the Board of Directors
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EXECUTIVE:
/s/ Xxxxxx X. Xxxxxx
-----------------------------------------
[Name]
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