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AMENDMENT TO EXHIBIT 4.1(a)
Paragraph 3.2.1 of the Severance Agreement below amends the Option Agreement
between LanVision Systems, Inc. and Xxxxxx X. Xxxxxx dated May 1, 1996, which is
attached to the Registration Statement as Exhibit 4.1(a).
SEVERANCE AGREEMENT
1. INTRODUCTION
1.1 This Severance Agreement is made as of August 5, 1998 by and among
LanVision Systems, Inc., LanVision, Inc., (collectively "LanVision")
and Xxxxxx X. Xxxxxx ("Employee").
1.2 Employee is an employee of LanVision having been hired on February 1,
1996. Employee and LanVision mutually desire to terminate their
employment relationship.
1.3 In consideration of the mutual promises and covenants set forth in this
Agreement, the parties agree to the terms and conditions set forth in
this Agreement.
2. SEPARATION FROM EMPLOYMENT
2.1 Employee will terminate Employee's employment with LanVision effective
August 5, 1998 ("Termination Date"). On or before this date, Employee
agrees to return to LanVision any and all LanVision property acquired
during Employee's term of employment.
2.2 The Employment Agreement between LanVision and Employee dated February
1, 1996 will be deemed to be terminated as of the Termination Date,
except that any provisions of the Employment Agreement that by their
terms continue in effect beyond any termination shall so continue in
effect. Employee agrees to abide by all such continuing terms.
3. CONSIDERATION FOR SIGNING
3.1 In consideration for Employee signing this Agreement, Employee shall
receive:
3.1.1 A severance payment in the amount of $97,500 (in accordance with the
Employment Agreement dated February 1, 1996), less withholdings under
federal, state, and local law, and less the amount due by Employee to
LanVision under the Promissory Note of July 31, 1997, specifically
$60,049.96. Provided Employee has returned all LanVision property, this
severance payment will be paid on the first LanVision payday following
the seventh business day after the later of (a) the date of receipt by
LanVision of this Severance Agreement signed by Employee or (b) the
Termination Date.
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3.1.2 Payment of all salary, commissions, bonuses, any other compensation, as
applicable, and accrued but unused vacation earned as of the
Termination Date, and all reimbursable expenses incurred prior to the
Termination Date.
3.1.3 Coverage under LanVision's health insurance, dental insurance, and life
insurance benefits provided through Aetna and Fortis that you currently
have will remain in effect through the end of the month of Employee's
termination. Thereafter, Employee shall be entitled to exercise COBRA
rights in accordance with federal law, provided Employee timely
exercises Employee's COBRA rights by completing the appropriate forms,
LanVision will pay the COBRA premiums for up to three months, i.e.,
through November 30, 1998. (Employee will receive separately a notice
of COBRA rights, along with the necessary forms to be completed.)
3.2 In addition, as further consideration, the following actions shall be
taken:
3.2.1 With regard to the letter agreement between LanVision Systems,
Inc. and Employee dated February 6, 1996, as amended and
restated by the letter agreement dated May 1, 1996, pursuant
to which Employee was granted options to acquire 89,760 shares
of LanVision Systems, Inc. common stock ("Options Letter"):
3.2.1.1 The number of options granted under the Options
Letter is hereby reduced to 69,778. 59,778 of these
options are fully vested. The remaining 10,000
options shall vest on February 1, 1999 in accordance
with the terms of the Options Letter.
3.2.1.2 The third paragraph of the Options Letter, which
makes the right to exercise the options contingent
upon the stock being valued at no less than $4.00 per
share, is hereby deleted.
3.2.1.3 The first sentence of the third paragraph on page two
of the Options Letter should be as originally stated
in the February 6, 1996 version of the Options
Letter, and is therefore hereby amended to read as
follows: "If you cease to be employed by the Company
or any subsidiary, parent, or assuming corporation
(as referred to in Section 424 of the Internal
Revenue Code of 1986, as amended (the "Code")),
either directly as an employee or indirectly as a
consultant, independent contractor, or similar
relationship, for any reason other than by death or
permanent disability, all unexercised rights under
this option shall expire on the ninetieth day
immediately following the termination of such
employment."
3.2.2 LanVision, Inc. and Employee shall enter a mutually agreeable agreement
for Employee to provide consulting services to LanVision.
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3.3 Employee acknowledges and agrees that Employee shall receive no
benefits additional to those set forth above.
4. RELEASE OF CLAIMS
In consideration of the payments set forth in Paragraph 3 above, that
being good and valuable consideration, Employee acting of Employee's
own free will, voluntarily, and on behalf of Employee and Employee's
heirs, administrators, executors, successors, and assigns, releases
LanVision and its parent, subsidiaries, affiliates, directors,
officers, and agents, jointly and severally ("Releasees"), from any and
all debts, obligations, claims, demands, judgments, or causes of action
of any kind whatsoever, in tort, contract, by statute, or on any other
basis, for compensatory, punitive, or other damages, expenses,
reimbursements, or costs of any kind, including but not limited to any
and all claims, demands, rights, and/or causes of action arising out of
Employee's employment with LanVision or any employment contract; or
relating to purported employment discrimination or violations of civil
rights under any applicable federal, state, or local statute or
ordinance or any other claim, whether statutory or based on common law,
arising by reason of Employee's employment with LanVision, the
termination of that employment, or circumstances related thereto, or by
reason of any other matter, cause, or thing whatsoever, from the first
date of employment to the later of the date of this Agreement or the
Termination Date.
5. NONDISCLOSURE AGREEMENT
5.1 LanVision shall make no disclosures concerning Employee's employment or
other information regarding Employee, except for confirming employment,
job title, dates of service, and rate of pay, plus additional
information as, and only as, required pursuant to subpoena or otherwise
required by law, including securities laws and regulations, unless
otherwise consented to by Employee.
5.2 Employee shall not disclose or make reference to the terms of this
Agreement except to Employee's attorney and Employee's immediate family
without the prior written consent of the LanVision. Employee shall not
hereafter contact or communicate with LanVision's employees or former
employees regarding the subject matter of this Agreement.
5.3 Employee shall make no negative statements concerning, or take any
action that derogates LanVision or other Releasees, or its or other
Releasees' products, services, reputation, officers, employees,
financial status, or operations, or otherwise damage any of LanVision's
or other Releases' business relationships.
6. EFFECT OF VIOLATIONS BY EMPLOYEE
6.1 Any action by Employee in material violation of this Agreement shall
void LanVision's payment to Employee of all severance monies and the
provision of other benefits provided for in this Agreement and shall
require immediate repayment by Employee of the value of
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all consideration paid to Employee by LanVision pursuant to this
Agreement that is otherwise unearned, shall result in the immediate
cancellation of the other benefits provided as consideration under this
Agreement, and shall further require Employee to pay all reasonable
costs and attorneys fees in defending any action Employee brings, plus
any other damages to which LanVision may be entitled. Employee further
consents to the issuance of a temporary restraining order, and/or
injunction as an appropriate remedy for violation of this Agreement by
Employee, and will not contest the entry of same if a violation is
shown.
6.2 Any dispute between the parties about whether a violation of this
Agreement by Employee has occurred shall be settled by arbitration in
accordance with the Commercial Arbitration Rules of the American
Arbitration Association and judgment on the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof.
7. DENIAL OF LIABILITY
The payment of the monies set forth in this Agreement does not
constitute an admission of liability or violation of any applicable
law, any contract provisions or any rule or regulation, as to which
Releasees expressly deny liability. This Agreement shall not be
admissible in any proceeding except in an action to enforce its terms.
8. SEVERABILITY
If any provision, or portion thereof, of this Agreement is held invalid
or unenforceable under applicable statute or rule of law, only that
provision or portion shall be deemed omitted from this Agreement, and
only to the extent to which it is held invalid, and the remainder of
the Agreement shall remain in full force and effect.
9. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with
the laws of the State of Ohio, excluding its conflict of laws.
10. OPPORTUNITY FOR REVIEW
Employee acknowledges that execution of this Agreement is voluntary and
that Employee has been advised to consult with an attorney before
executing this Agreement to ensure that Employee fully and thoroughly
understands its legal significance.
11. ENTIRE AGREEMENT
This Agreement constitutes the complete agreement between the parties
and no other representations have been made by the parties. This
document resolves all outstanding issues arising from Employee's
employment as of the date of Employee's signing the Agreement and that
Employee will not receive anything further from LanVision.
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XXXXXX X. XXXXXX LANVISION SYSTEMS, INC. AND LANVISION, INC.
By: /s/ XXXXXX X. XXXXXX By: /s/ J. XXXXX XXXXX
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(Signature) (Signature)
August 27, 1998 J. Xxxxx Xxxxx
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(Date) (Name Typed or Printed)
Chief Executive Officer and President
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(Title)
August 27, 1998
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(Date)
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