TERMINATION AGREEMENT
by and between
Applix GmbH, Xxxxxxxxxxxxxx XxxxXx 00, 00000 Xxxxxxx
represented by its sole shareholder, Applix, Inc.
- hereinafter named "Applix GmbH"-
and
Applix Inc., 000 Xxxxxxxx Xxxx, Xxxxxxxx XX 00000, XXX
_ hereinafter named "Applix Inc." -
- Applix GmbH and Applix Inc.
hereinafter jointly named "Applix" -
and
Xx. Xxxxxxx Xxxxxx, Am Xxxxxxxx 6a, 82237 Worthsee
- hereinafter named "Xx. Xxxxxx" -
- Applix and Xx. Xxxxxx
hereinafter jointly named "the Parties" -
The Parties agree that their cooperation and the employment of Xx. Xxxxxx as
Managing Director of Applix GmbH and in various functions for Applix Inc. shall
be terminated upon request of Applix in mutual consent.
1. END OF EMPLOYMENT AND REMUNERATION
The employment agreement existing between Xx. Xxxxxx and Applix GmbH of
March 29, 1999 is terminated by the company for operational reasons, but
by mutual agreement, with effect from March 31, 2002.
Furthermore, Xx. Xxxxxx shall be relieved from his duties as
- Vice President European Operations, Applix Inc.
- Executive Officer, Applix Inc.
- Director Applix (Schweiz) AG
- Director Applix (UK) Ltd.
- Director Applix B.V.
with immediate effect. Applix shall take all necessary measures to
terminate the aforementioned offices and appointments, e.g. notification
to corporate registers etc., as may be necessary.
Xx. Xxxxxx'x appointment as Managing Director of Applix GmbH shall be
revoked as soon as possible, not later than February 15, 2002. Xx. Xxxxxx
will not resign as Managing Director prior to this date unless a new
Managing Director of Applix GmbH has been appointed before.
Not later than February 15, 2002, Xx. Xxxxxx therefore shall be relieved
of all statutory duties with respect to Applix GmbH or other companies
of the Applix Inc.'s group of companies.
Applix GmbH shall be obligated, up to the time of termination, to
continue Xx. Xxxxxx'x regular remuneration and fringe benefits.
The Incentive Compensation of Q4/2001 shall be payable with the
remuneration for January 2002.
The Incentive Compensation of Q1/2002 shall upon mutual agreement
amount to (EURO)52.868.-and be payable with the remuneration for March
2002.
Xx. Xxxxxx shall be entitled to reimbursement of expenses on travel and
telephone undertaken in the interest of Applix till February 15th, 2002.
2. RELEASE/RESIDUAL HOLIDAY
In the context of continued payment of remuneration, Xx. Xxxxxx shall be
released with effect from January 1, 2002 from his duty to perform work,
not subject to revocation.
Xx. Xxxxxx shall, however, be available for contact by telephone until
February 15, 2002, during regular Applix GmbH office hours.
Between February 16, 2002, and March 31, 2002 the residual holiday of Xx.
Xxxxxx shall be granted, not subject to revocation.
3. SEVERANCE PAYMENT
For loss of employment position Xx. Xxxxxx shall receive a severance
payment in the amount of (EURO)52.868 - gross. The severance payment shall
be payable on May 31st 2002. The payment is meant as a severance payment
similar to sec. 9, 10 KSchG (Kundigungsschutzgeset = Termination of
Employment Act) and subject to special social security and tax regulations.
The parties assume that Section 3 paragraph 9 and Sections 24 and 34 EStg
[Einkommensteuergesetz = Income Tax Act] shall apply. Xx. Xxxxxx shall
exclusively bear the risk of tax treatment of the severance payment.
In consideration for the severance package Xx. Xxxxxx will be available
for phone consultation during regular Applix GmbH office hours between
April 1st 2002 and May 31st 2002 and will respond within a reasonable
period of time. In the case that Xx. Xxxxxx is employed full time by
another company during this period Xx. Xxxxxx will not be obliged to
fulfill this requirement.
4. Stock options
The Parties' rights and duties in connection with the stock options granted
Xx. Xxxxxx shall be governed by the regulations of the 1994 Incentive Stock
Options Agreement.
5. Company car
Xx. Xxxxxx shall be obligated to return not later than March 31, 2002 the
company car given to him.
6. Return of Company property
Xx. Xxxxxx will return not later than February 15th all originals and
copies of business papers and all other property of Applix, like Laptop,
Mobilephone, etc.
7. Reference
Applix GmbH and Applix Inc. shall issue qualified references relating to
Xx. Xxxxxx'x achievements for Applix.
The parties shall describe towards third parties the nature of and the
cause for this termination agreement as mutual and of operational reasons;
towards the social security authorities it shall be clarified that the
termination follows the request of Applix in order to avoid termination by
Applix.
8. Miscellaneous
Absolute confidentiality is agreed with regard to the negotiation and
content of the Agreement.
In the event that any individual terms of this Agreement should be invalid,
this shall not affect the validity of the remainder hereof.
The parties shall try to settle any disputes about the content of, about or
in connection with this Agreement and its performance by amicable
negotiations; should those fail, the district court of Munich (Landgericht
Muchen I) shall be the court of competent jurisdiction.
This Agreement shall be governed by German Law.
/s/ Xxxx Xxxxxxxxxxx /s/ Xxxxxxx Xxxxxx
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Xxxx Xxxxxxxxxxx Xxxxxxx Xxxxxx
for Applix
1/14/2002 1/14/2002
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Date Date
