Exhibit 10.14
AGREEMENT AND RELEASE
This Agreement and Release is made by and between Xxxxx X. Xxxxxx
("You") and Giga Information Group, Inc. ("Giga") or the ("Company"). In
consideration of the mutual obligations and promises contained herein, You and
Giga agree as follows:
1. Consideration: The terms regarding your separation from the Company,
include: continuation of salary (excluding bonus except as set forth
below) at an annualized rate of $160,000 with welfare benefits,
electronic mail, Giga Web access, and voice mail (but excluding other
benefits not specified in this Agreement) through April 30, 1998.
Should you not gain new employment at an equivalent compensation and
benefit level before that time, the aforementioned salary and benefits
will be continued for an additional two (2) months. You agree to inform
us within one week of accepting such a position. You agreed to be
available for transition tasks that were mutually identified through
the end of 1997. Your active employment status ceases on November 5,
1997. Your 1997 bonus of $30,000 will be paid on or before February 15,
1998. Your unused vacation through October 30, 1997 will be paid on
January 15, 1998. An additional bonus of $5,000 will be paid on signing
this agreement. The current housing allowance was continued through the
end of 1997 and you may keep possession of one company laptop PC and
printer. Terms presented here are offered to you in consideration of
your execution of this Agreement and Release.
2. Stock Options: Your rights to exercise any vested options under
the Company's 1996 Stock Option Plan (the "Plan") will be determined
by the applicable provisions of the Plan. Vesting will continue
through your last
day of employment considered to be November 5, 1997. As an exception to
policy, we will allow you to retain all option shares vested on or
before November 5, 1997.
3. Release of Claims: In consideration of Giga's payments and undertakings
contained in this Agreement and Release and except for any vested
interest in the Company's 401(k) Savings and Retirement Plan, and Stock
Option Plans, You hereby release and forever discharge, and covenant
not to xxx or commence proceedings against, Giga, its subsidiaries or
affiliates and their respective officers, directors, employees, agents,
successors and assigns ("Releases"), from and with respect to any and
all claims, debts, demands, damages, actions and causes of action of
any kind whatsoever, based on facts or circumstances of which you have
present knowledge, which you now have, ever had, or may in the future
have, against such Releases, arising to the date of this Agreement and
Release, including, without limitation, those arising out of or in any
manner relating to your employment by Giga or the termination of such
employment, including, without limitation, any claim for reinstatement,
back or future pay, bonuses, commission, fringe benefits, medical
expenses, attorneys' fees and expenses, damages or consequential
damages, including but not limited to any claim, complaint, charge or
lawsuit under Title VII of the Civil Rights Act of 1964, the Civil
Rights Act of 1991, the Age Discrimination in Employment Act of 1967,
the Equal Pay Act of 1963, the Employee Retirement Income Security Act
of 1974, the Rehabilitation Act of 1973, Executive Order 11246, the
Massachusetts Fair Employment Act, the Massachusetts Civil Rights Act,
the Massachusetts Equal Rights Act and any other state, federal or
municipal law statute, public policy, order or regulation affecting or
relating to the claims or rights of employees, including any and all
claims and suits in tort or contract. You hereby represent and warrant
to Giga that you have no present knowledge of
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any facts and circumstances that may give rise to a claim against Giga
or other Releases.
(b) With respect to any rights you may have under the Age
Discrimination in Employment Act of 1967, which rights are being
released under this Agreement and Release, you understand that you have
21 days to consider this Agreement and Release, which, if you choose to
sign this document before the 21-day period expires, you hereby waive;
that for a period of seven days following your execution of this
Agreement and Release you may revoke it and your release as to such
rights; that this Agreement and Release shall not become effective or
enforceable as to the release of such rights until this seven-day
revocation period has expired; and the Giga has no obligation to pay
any sums or provide any benefits referred to in this Agreement and
release, except those to which you are entitled under existing Giga
policy, until it becomes effective or enforceable.
4. Confidentiality and Non-Disparagement: You agree to keep as
confidential that the terms of this Agreement and Release and all facts
and circumstances associated therewith. In addition, you agree that you
will not act or assist any action to diminish or interfere with the
Company's relationship with its employees, clients, or prospective
clients, or the Company's goodwill.
5. Arrangement not to Compete: You agree that you shall not, through the
period ending october 31, 1998, directly or indirectly, either as an
employee, partner, officer, director or majority stockholder or in any
other capacity: accept similar employment with or render similar
services to any direct competitor of Giga in providing continuous
information services to information technology professionals (which
include the Gartner Group, Inc., META Group, Inc. and Xxxxxxxxx
Research, Inc.).
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6. Complete Agreement: You acknowledge that you have read and understood
this Agreement and Release and have had the opportunity to seek the
advice of your attorney upon request. This Agreement and Release sets
forth the entire agreement and understanding between you and Giga
concerning the matters specified above (but in no way limits your
obligations under any other agreement between you and the Company). It
may only be amended in writing signed by You and the Company.
7. This Agreement and Release is delivered to You by hand on January 7,
1998.
AGREED:
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Xxxxx X. Xxxxxx
Date:
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Giga Information Group:
By:
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Xxxxxx X. Xxxxxx
Senior Vice President and CFO
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