EXHIBIT 99.1
Termination of Employment Agreement
Effective as of September 4, 2001, that certain Employment Agreement entered
into by and between The viaLink Company (the "Company") and Xxxxx X. Xxxxxxxxx
(the "Employee") currently effective in its amended form (the "Employment
Agreement"), is hereby terminated upon terms and conditions as follows:
1. Effective as of the date hereof, Employee's status is that of an employee
on furlough. This status shall end as of September 4, 2002. All benefits
previously enjoyed by Employee which are consistent with active employment
(e.g., medical insurance, long term disability, participation in qualified
plans, etc.) shall continue until the end of the furlough status in the
amount commensurate with Employee's compensation and to the extent offered
to all employees of the Company.
2. Employee shall relinquish all offices and titles held in and for the
Company except that of Chairman of the Board, which title Employee shall
retain for one year; on September 4, 2002, Employee shall relinquish that
title. From the date of this Agreement until September 4, 2002, Employee
shall have no duties or obligations other than as follows:
A. Employee shall negotiate on the Company's behalf a license agreement
with Fujitsu Corporation for the territory of Japan; the terms and
conditions of that license agreement shall be subject to approval by
the Board of Directors of the Company;
B. Employee shall continue as a member and Chairman of the Board of
Directors, and henceforth shall be regarded as an outside director for
all purposes except compensation as an outside director; and
C. Employee shall assist the Company, as directed by the Board of
Directors of the Company, in the Company's efforts to secure and
locate a strategic investor in the Company, the terms and conditions
of any such investment to be subject to approval by the Board of
Directors of the Company; Employee shall be compensated at the rate of
$200 per hour for all work in connection with such assistance.
3. In addition to the foregoing, in consideration for Employee's entering into
this Agreement the Company hereby agrees to pay or provide the following to
Employee:
X. Xxxxxxxxx in the amount of $200,000, to be paid as follows: $25,000
upon complete execution of this Agreement, $25,000 on or before
September 30, 2001, and $25,000 per month payable on the first day of
each month commencing on January 1, 2002, and ending on June 1, 2002;
B. Use of all Company-owned equipment (computer, mobile telephone, and
related office equipment entrusted to Employee prior to this date)
until September 4, 2002 and use of Employee's current office until
September 20, 2001;
C. A success fee in the amount of ten percent (10%) of any and all sums
(excluding royalties) paid to the Company by Fujitsu Corporation
pursuant to a license agreement or any other agreement or agreements
currently being negotiated by Employee on behalf of the Company,
provided such funds are received prior to January 1, 2002; if funds
from Fujitsu Corporation are received after December 31, 2001, but
before April 1, 2002, the success fee shall be reduced to five percent
(5%), and if funds are received from Fujitsu Corporation after March
31, 2002, there shall be no success fee due or owing to Employee; in
no event will the success fee for an agreement with Fujitsu
Corporation to be paid to Employee pursuant to this Agreement exceed
$500,000; until the earlier of execution of an agreement with Fujitsu
Corporation or April 1, 2002, the services of Mr. Xxxxx Xxxxx, a Vice
President of the Company who has specific knowledge of the Fujitsu
negotiations, shall be made available to Employee and Xx. Xxxxx shall
be instructed to the effect that he is to report to Employee and
regard Employee as his supervisor for all matters related to the
negotiation of an agreement with Fujitsu Corporation (for purposes of
this Agreement, the name "Fujitsu Corporation" shall be interpreted by
the parties to mean Fujitsu Corporation and all affiliates of Fujitsu
Corporation, by whatever name);
D. The Company shall reimburse Employee's normal and customary expenses,
including travel, in Employee's pursuit of the license agreement with
Fujitsu Corporation and a strategic investor; any and all travel shall
be approved in advance by the acting or replacement Chief Executive
Officer; and
E. Amendment of all vested options to expire on September 4, 2004, if not
sooner exercised by Employee, with currently granted options to
continue to vest throughout Employee's furlough period consistent with
the past practice of the Company.
4. During the term of this Agreement Employee shall devote Employee's best
efforts in support of the Company's pursuit of a license agreement in
Japan. Employee shall also be available to support and advise the Company
as requested by the Company from time to time during the term of this
Agreement. Nothing shall prevent Employee, however, from pursuing other
business activities, including employment, during the term of this
Agreement.
5. Neither the Company nor Employee shall comment upon the terms and
conditions of this Agreement unless legally required to do so. Both shall
agree upon the wording of a public statement to be issued concerning
Employee's relinquishment of the office of Chief Executive Officer of the
Company, and the statement shall not be released without the approval of
Employee.
6. Unless set forth herein, all other terms and conditions pertaining to
Employee's employment as set forth in any previously executed employment
agreement or amendment thereto are hereby superseded by this Agreement. It
is the intention of the parties hereto that this Agreement shall be
regarded as and shall be the only agreement in effect as such pertains to
Employee's employment with the Company.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby,
have executed this Agreement effective as of the date first above written.
The viaLink Company Employee
By: /s/ Xxxxxxx X. Xxxxxxxx /s/ Xxxxx X. Xxxxxxxxx
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(Signature)
Title: Vice President Xxxxx X. Xxxxxxxxx
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(Print Name)
