Exhibit 10(p)
TUITION REIMBURSEMENT AGREEMENT
This TUITION REIMBURSEMENT AGREEMENT (the "Agreement") is entered into
as of September 1, 2006 by and between Xxxxxx X. Xxxx (the "Employee") and
Cover-All Technologies Inc., a Delaware corporation (the "Company").
WHEREAS, the Company employs Employee as its Chief Technology Officer;
and
WHEREAS, the Company believes it is in the best interest of the Company
for the Employee to pursue and obtain a masters degree in business
administration (the "Degree") by enrolling in the Executive MBA program at the
Columbia Business School (the "Program") which will benefit the Company in
allowing the Employee to undertake the Employee's duties in a more efficient
way, and, in consideration thereof, for the Company to reimburse the Employee
for certain costs incurred by the Employee for tuition, registration and other
fees and books for completion of the Degree in the Program.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants of the parties and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be bound, agree as follows:
1. Subject to the terms and conditions set forth herein, the Company
shall reimburse the Employee for all of the academic costs, including tuition
and required books, of classes and coursework in connection with the Program up
to a maximum of $75,000 in the aggregate.
2. Employee hereby acknowledges and agrees that the tuition funding
will be paid only in the form of reimbursement and only upon presentation by
Employee of invoices for tuition, registration and other fees and book costs.
3. Employee expressly agrees that if his employment with the Company
terminates for Cause (as defined below) prior to the 30-month anniversary of the
date of this Agreement (the "Expiration Date"), (a) the Company shall no longer
be required to make any further payments in respect of this Agreement and (b)
the Employee shall reimburse the Company for the total amount of the tuition
funds and other costs expended by the Company under this Agreement (the "Funds
Expended"). For purposes hereof, "Cause" shall mean (i) the continued and
repeated failure or refusal by the Employee to perform specific material
directives of the Chief Executive Officer which is not cured within a reasonable
period of time not to exceed sixty (60) days after receipt of written notice
from the Company, (ii) embezzlement or any offense involving misuse or
misappropriation of money or other property of the Company, (iii) conviction for
a felony, or (iv) any act of dishonesty that is materially injurious to the
Company; PROVIDED, HOWEVER, that in the event the Company intends to terminate
the Employee's employment pursuant to clause (ii) or clause (iv) above, then it
shall first provide written notice to the Employee stating such intent and shall
provide documentation, if any, which the Company reasonably believes supports
its allegations to the Employee, and Employee shall be afforded an opportunity
to respond in writing or in person to such allegations within ten (10) business
days, and, PROVIDED, FURTHER, that thereafter, and upon its review and
consideration of Employee's response, the Company may immediately terminate the
Employee for Cause.
4. Employee expressly agrees that if, prior to the Expiration Date, the
Employee voluntarily resigns from the Company for any reason, then (a) the
Company shall no longer be required to make any further payments in respect of
this Agreement and (b) the Employee shall reimburse the Company in an amount
equal to the Repay Amount (as defined below).
For purposes hereof:
The "Repay Amount" shall be equal to the product of (A) the
Funds Expended multiplied by (B) the Repay Percentage (as defined below).
The "Repay Percentage" shall be equal to the product of (A)
the Retention Factor (as defined below) multiplied by (B) the Applicable Rate
(as defined below); PROVIDED, HOWEVER, that in no event shall the Repay
Percentage exceed 100%.
The "Retention Factor" shall be equal to (A) the number of
calendar days remaining between the date of the Employee's voluntary resignation
from the Company and the Expiration Date, divided by (B) 30, and shall be
rounded down to the nearest whole number.
The "Applicable Rate" shall be equal to five percent (5%);
PROVIDED, HOWEVER, that if the Employee resigns after the occurrence of a Change
of Control (as defined below), the "Applicable Rate" shall be equal to one and
one-half percent (1.5%).
A "Change of Control" shall be deemed to have occurred if (i)
any person (including any individual, firm, partnership or other entity)
together with all Affiliates and Associates (as defined under Rule 12b-2 of the
General Rules and Regulations promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) of such person, but excluding (A) a
trustee or other fiduciary holding securities under an employee benefit plan of
the Company or any subsidiary of the Company, (B) a corporation owned, directly
or indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of the Company, or (C) the Company or any
subsidiary of the Company is or becomes the Beneficial Owner (as defined in Rule
13d-3 promulgated under the Exchange Act), directly or indirectly, of securities
of the Company representing 50% of more of the combined voting power of the
Company's then outstanding securities, such person being hereinafter referred to
as an Acquiring Person; (ii) individuals who, on the date hereof, are Continuing
Directors (as defined below) shall cease for any reason to constitute a majority
of the Board; (iii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation that would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least 80% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation, or (iv) the stockholders of the Company approve a
plan of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company's assets.
For purposes of this paragraph, the term "Continuing Director" shall mean (1)
any member of the Board, while such person is a member of the Board, who is a
member of the Board on the date of this
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Agreement, or (2) any person who subsequently becomes a member of the Board,
while such person is a member of the Board (excluding an Acquiring Person or a
representative of any Acquiring Person), if such person's nomination for
election or election to the Board is recommended or approved by a majority of
the Continuing Directors.
5. Employee agrees that in the event he fails to complete the Program
or withdraws from the Program, regardless of whether he is ineligible for
reimbursement by the school itself, the Employee will reimburse the Company for
the Funds Expended. Employee agrees that he will provide to the Company an
official copy of his transcript upon completion of the Program.
6. Employee shall enroll in the "Friday/Saturday" Program option. The
Company acknowledges the general schedule corresponding to this Program option
and further acknowledges the Program's requirement that the Employee attend two
week-long "residence" periods. Except for class attendance consistent with the
"Friday/Saturday" Program option and the two "residence" periods as a component
thereof, Employee agrees that enrollment in the Program and pursuit of the
Degree shall not otherwise interfere in any way with his job functions at the
Company.
7. Employee understands that the awarding of educational expense
reimbursement under this Agreement does not and shall not alter the at-will
employment relationship between the Employee and the Company in any way and is
in no way a promise or guarantee of employment with the Company for any set
period. Employee hereby acknowledges that he is employed at-will, and the
Employee or the Company may terminate the employment relationship at any time,
with or without notice, for any reason, or no reason at all.
8. This Agreement shall be construed in accordance with and governed by
the laws of the state of New Jersey.
9. This Agreement embodies the entire Agreement and understanding
between the parties hereto with respect to the subject matter hereof. This
document may be changed, waived, discharged or terminated only by an instrument
in writing signed by the party against whom enforcement of such change, waiver,
discharge or termination is sought.
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IN WITNESS WHEREOF, the parties have caused this Tuition Reimbursement
Agreement to be signed as of the date first above written.
COVER-ALL TECHNOLOGIES INC.
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Chief Executive Officer
/s/ Xxxxxx Xxxx
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XXXXXX X. XXXX
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