Exhibit 10.14
AT WILL EMPLOYMENT AGREEMENT
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This At Will Employment Agreement (this "Agreement") is made and
entered into as of _______________ by and between VSource, Inc. ("VSource") and
Xxxxx X. Xxxxxx ("Employee"). In consideration of the promises set forth in
this Agreement, VSource and Employee agree as follows:
1. Employment. VSource hereby employs Employee and Employee accepts
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employment from VSource as Vice President, Business Development, on the terms
and subject to conditions the set forth in this Agreement.
2. Duties and Responsibilities. Employee shall perform the following
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specific duties on behalf of VSource: responsible for all activities of
VSource's Sales Department, including, without limitation, building and managing
direct and indirect domestic sales representation, building and managing
international sales representation, sales forecasting, sales expense budgeting,
providing Sales Department marketing support requirements to Marketing
Department, and providing Sales Department product and technical support
requirement to Operations Department; and he shall perform such other duties as
are necessary to carry out the above enumerated duties or as may be reasonably
designated by the President from time to time. Employee shall devote his full
time, efforts, abilities, and energies to VSource's business. Employee shall
use his best efforts, skill, and abilities to promote the general welfare and
interests of VSource, and any related enterprises of VSource. Employee shall
loyally, conscientiously, and professionally do and perform all duties and
responsibilities of Employee's position, as well as any other duties and
responsibilities as shall be reasonably assigned by VSource from time to time.
Employee shall strictly adhere to and obey all VSource rules, policies,
procedures, regulations and guidelines now in effect, including but not limited
to those contained in VSource's Employee Handbook (as they may apply to
Employee), as well any others that VSource may establish from time to time.
During the period of employment, Employee shall not directly or
indirectly render any services of a business, commercial or professional nature,
whether for compensation or otherwise, to any person or business entity which
directly or indirectly competes with VSource, or divert any business
opportunities from VSource to Employee or to any other person or business
entity, without the prior written consent of the President of the VSource.
Employee shall not at any time enter into any contract with any person
or business entity that will purportedly bind VSource, without the prior written
authorization of either the President of VSource or whoever the President
designates to give such authorization.
Employee shall indemnify and hold VSource harmless from all liability
for loss, damage, or injury to persons or business entities resulting from the
willful misconduct and/or gross negligence of Employee. VSource shall
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indemnify, protect, defend and hold Employee harmless, to the fullest extent
permitted by law, for, from and against any and all losses, claims, costs,
expenses, damages, liabilities or actions related to or arising out of
Employee's employment with and services as an officer of VSource (except to the
extent that Employee is required to indemnify VSource with respect thereto,
pursuant to the preceding sentence).
Employee represents that Employee did not bring any confidential
information belonging to a former employer (other than Online Transaction
Technologies, Inc.) to VSource, and agrees that Employee will not use any such
confidential information while employed by VSource.
3. Compensation. VSource shall pay Employee, and Employee shall accept
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from VSource as full payment for the services rendered by Employee, compensation
at the rate of one hundred and twenty five thousand dollars ($125,000) per year,
which shall be payable semi-monthly. In addition, Employee shall be entitled to
a bonus of fifty thousand dollars ($50,000) in respect of the fiscal year ending
January 31, 2001, which bonus shall be payable within thirty (30) days after the
date hereof; provided, that if Employee's employment with VSource terminates for
any reason (other than due to a termination by VSource without cause) prior to
January 31, 2001, Employee shall repay such amount to VSource upon termination.
4. Benefits. Employee shall be entitled to participate in all of the
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employee benefit programs (including, without limitation, medical coverage for
Employee and his dependants) for which other officers of VSource are generally
eligible at a level commensurate with Employee's position at VSource.
5. Expenses. During the Term, VSource shall reimburse Employee for any
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expenses reasonably incurred by him in furtherance of his duties hereunder,
including, without limitation, travel, meals, and accommodations, and
memberships in and activities regarding professional associations pertinent to
VSource, upon submission of vouchers and or receipts and in compliance with such
rules and policies relating thereto, including prior approval, as VSource may
from time to time adopt.
6. Directors and Officers Insurance. At all times while Employee
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serves as officer of VSource, VSource will maintain directors and officers
liability insurance at levels established by its board of directors.
7. Stock Options. VSource shall grant to Employee, effective as of the
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date hereof, a non-qualified stock option to purchase 100,000 shares of VSource
common stock at an exercise price of $6.41 per share. Such stock option shall be
unvested during the first twelve months following the grant date and shall vest
50,000 shares on the first day thereafter and thereafter in equal 4,166 2/3
shares increments over the next twelve months. Such stock option shall be
issued under, and shall be subject to the terms and conditions of, VSource's
2000 Stock Option Plan.
8. Non-Disclosure of Confidential Information. During the course of
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employment, VSource may disclose to Employee, or Employee may learn, have access
to, or become aware of, valuable confidential information ("Confidential
Information") concerning VSource's products, services, methods of doing
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business, and customers, including but not limited to: customer names and
addresses, customer preferences, pricing information, marketing techniques,
strategies and programs, selling techniques, expiration dates of agreements with
customers, product costs, operations costs, methods of operation, accounting
procedures, financial statements and information, labor relations strategies,
employee compensation, new materials research, pending projects and proposals,
proprietary production processes, inventions, research and development
strategies, scientific data, formulas and prototypes, technological data and
prototypes, product designs, data, specifications, processes and methodology,
product know how, source code listings, programmer's notes, flow charts, logic
diagrams, software programs, experiments, and any other confidential information
of any kind, nature or description, tangible or intangible, in whatever form,
relating to VSource. Employee acknowledges and agrees that the Confidential
Information is proprietary, a valuable trade secret of VSource, and is and shall
remain the sole and exclusive property of VSource. Employee further
acknowledges and agrees that if any Confidential Information were disclosed to
or used by competitors or other third parties that it could cause substantial
and irreparable damage and injury to the business, reputation and good will of
VSource.
Employee will not at any time, while employed by VSource or at any
time thereafter, use, divulge, disclose or communicate, either directly or
indirectly, in any manner whatsoever, any Confidential Information to any person
or business entity, or remove from the premises of VSource any Confidential
Information in whatever form, without the prior written authorization of the
President of VSource.
9. Non-Competition. Employee agrees that while employed by VSource
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Employee will not, directly or indirectly, own an interest in, operate, join,
control, participate in, or be an officer, director, agent, independent
contractor, partner, shareholder, or principal of any person or business entity
which directly or indirectly competes with VSource. Nothing herein shall
prohibit Employee from holding or being beneficially interested in less than 5%
of any single class of shares or securities of a corporation which are traded on
a recognized public stock exchange.
Employee agrees that while employed by VSource, Employee will not (1)
undertake planning of or organization of any business activity competitive with
VSource's business or combine or conspire with other employees or any third
party for the purpose of organizing any such competitive business activity, (2)
interfere with or disrupt, or attempt to interfere with or disrupt, any business
relationship, contractual or otherwise, between VSource and any other party,
including clients or prospective clients, suppliers, agents or employees of
VSource, and/or (3) solicit, induce or influence, or seek to induce or
influence, any customer or prospective customer of VSource for the purpose of
promoting or selling any products or services competitive with those of VSource,
directly or indirectly, or by action in concert with others.
Employee agrees that after Employee's employment with VSource
terminates, Employee will not at any time engage in any unfair competition with
VSource, including but not limited to (1) the use or disclosure of Confidential
Information to any person or business entity which directly or indirectly
competes with VSource, and (2) the use or disclosure of Confidential Information
to directly or indirectly or by action in concert with others, solicit, induce
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or influence, or seek to induce or influence, any customer or prospective
customer of VSource for the purpose of promoting or selling any products or
services competitive with those of VSource.
10. Non-Solicitation. Employee further agrees that while employed by
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VSource, or for a period of one (1) year after Employee's separation from
VSource, Employee will not directly or indirectly solicit, induce or influence,
or seek to induce or influence, any person who is engaged as a regular,
temporary, introductory, full-time or part-time employee, agent, or independent
contractor by VSource to terminate his or her employment or engagement with
VSource for any reason.
11. Assignment of Invention Rights. Employee promises and agrees that
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Employee will promptly and fully disclose to VSource all inventions, designs,
improvements, discoveries, ideas, concepts or themes that relate in any way or
are similar to VSource's business, products or services ("Intellectual
Properties") that Employee conceives, makes, formulates, develops, writes or
prepares during his employment with VSource, whether on or off the job, and
whether individually or jointly in collaboration with others. Employee hereby
assigns to VSource any rights which Employee may have in any Intellectual
Properties conceived, made, formulated, developed, written or prepared by
Employee while employed by VSource, including but not limited to any patent
rights and copyrights applicable to any of the Intellectual Properties,
provided, however, that such assignment does not apply to any invention which
qualifies fully under the provisions of Section 2870 of the California Labor
Code, which states: "Any provision in an employment agreement which provides
that an employee shall assign, or offer to assign, any of his or her rights in
an invention to his or her employer shall not apply to an invention that
Employee developed entirely on his or her own time without using the employer's
equipment, supplies, facilities, or trade secret information except for those
inventions that either (1) relate at the time of conception or reduction to
practice of the invention to the employer's business, or actual or demonstrably
anticipated research or development of the employer, or (2) result from any work
performed by Employee for the employer."
Employee agrees that any and all Intellectual Properties, except for
those inventions that qualify fully under Section 2870, that Employee conceives,
makes, formulates, develops, writes, or prepares while employed by VSource,
either individually or jointly in collaboration with others, shall belong to and
be the sole and exclusive property of VSource. Employee further agrees to
cooperate with VSource in obtaining patents or copyrights on all such
Intellectual Properties that are patentable or copyrightable, and shall execute
any document necessary to obtain patent or copyright registration, to vest
VSource with full and exclusive title, and to protect against infringement by
others. Employee will make every reasonable attempt to insure that any work
performed by Employee for VSource does not infringe upon any patent, trademark,
copyright or any intellectual property interest of any third party.
12. Enforcement. Employee agrees that if, at the time of enforcement
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of Section 8, 9, 10 or 11, a court holds that any restriction stated in any such
Section is unreasonable under circumstances then existing, then the maximum
period, scope or geographical area reasonable under such circumstances will be
substituted for the stated period, scope or area. Because Employee's services
are unique and because of Employee's access to Confidential Information,
Employee agrees that money damages would be an inadequate remedy for any breach
of Section 8, 9 10 or 11. Therefore, in the event of a breach or threatened
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breach of Section, 8 9,10 or 11 VSource may, in addition to other rights and
remedies existing in their favor, apply to any court of competent jurisdiction
for specific performance and/or injunctive or other relief in order to enforce,
or prevent any violations of, the provisions of Section 8 9,10 or 11 without
posting a bond or other security.
13. Termination At Will. EMPLOYEE'S EMPLOYMENT WITH VSOURCE CAN BE
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TERMINATED AT WILL, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE, AT ANY
TIME, EITHER AT THE OPTION OF EMPLOYEE OR VSOURCE. NO EMPLOYEE OR
REPRESENTATIVE OF VSOURCE HAS THE AUTHORITY TO MODIFY THE AT WILL EMPLOYMENT
POLICY EXCEPT FOR THE PRESIDENT OF VSOURCE, AND ANY SUCH MODIFICATION TO THE AT
WILL EMPLOYMENT POLICY MUST BE IN A WRITTEN AGREEMENT SIGNED BY BOTH EMPLOYEE
AND THE PRESIDENT OF VSOURCE. THE PARTIES AGREE THAT THIS CONSTITUTES AN
INTEGRATED AGREEMENT WITH RESPECT TO THE AT WILL NATURE OF THE EMPLOYMENT
RELATIONSHIP, AND THERE ARE NOT NOW AND MAY NOT BE IN THE FUTURE ANY IMPLIED OR
ORAL AGREEMENTS THAT IN ANY WAY MODIFY THE AT WILL EMPLOYMENT POLICY. EXCEPT AS
EXPRESSLY PROVIDED BY SECTION 14 OR AS REQUIRED BY LAW, VSOURCE SHALL HAVE NO
OBLIGATIONS WHATSOEVER TO EMPLOYEE UPON THE TERMINATION OF HIS EMPLOYMENT.
14. Severance. If VSource terminates Employee's employment without
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cause, VSource shall continue to pay to Employee, as a severance payment, the
greater of (i) his base salary (as in effect but for such termination) through
the first anniversary of the date hereof (but only if the termination occurs
prior to such first anniversary), or (ii) his base salary (as in effect but for
such termination) for a period of twelve weeks following such termination.
Notwithstanding the foregoing, in no event shall VSource be required to make any
severance payment unless and until Employee executes and delivers to VSource a
release in the form of Exhibit A hereto and seven (7) days have elapsed
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following such execution and delivery without revocation of such release by
Employee. Employee acknowledges and agrees that the rights and entitlements set
forth in this Section 14 are his exclusive rights and entitlements from VSource
upon the termination of Employee's employment for cause.
As used in this Agreement, "cause" means (i) the commission of a
felony, (ii) the commission of any act or an omission involving dishonesty,
disloyalty or fraud with respect to VSource, (iii) conduct tending to bring
VSource into substantial public disgrace or disrepute, (iv) disobedience of
lawful orders or directives of the President or the Board of Directors, (v)
gross negligence or willful misconduct in the performance of his duties to
VSource, (vi) substantial underperformance in carrying out his duties to
VSource, as determined by the Board of Directors of VSource in good faith, or
(vii) a material breach of any term contained herein. VSource's lawful
termination of Employee due to a disability shall not constitute termination
without cause.
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15. Return of Confidential Information And Property. Upon termination
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of employment with VSource or when requested by VSource at any other time,
Employee shall promptly return to VSource all Confidential Information in
whatever form, as well as any other property of VSource, which is or has been in
Employee's possession or under Employee's control.
16. Lock-Up. Employee shall not, directly or indirectly, sell, encumber
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or in any other manner transfer (or enter into an agreement to transfer) Merger
Shares (as defined below) during the period described in the following paragraph
(the "Lock-Up Restriction"), except as set forth therein (and subject to
compliance with applicable legal and all other requirements for transferring
shares). The Lock-Up Restriction includes a prohibition on Employee, directly or
indirectly, entering into any hedging, short sale or other transaction which
could require Employee to transfer Merger Shares. Employee acknowledges that
the Lock-Up Restriction shall apply notwithstanding the fact that Employee may
have certain registration rights under that certain Registration Rights
Agreement dated as of the date hereof by and among VSource and the shareholders
of Online Transaction Technologies, Inc., and accordingly Employee acknowledges
and agrees that he shall not be entitled to exercise such registration rights to
the extent the Lock-Up Restriction is in effect.
The Lock-Up Restriction shall be in effect until the end of the sixth
month following the first anniversary of the date hereof. However, the Lock-Up
Restriction shall automatically terminate if Employee is employed by VSource
through the first 6 months of the date hereof. The Lock-Up Restriction shall
automatically terminate as to all Merger Shares if prior to the end of the sixth
month period (i) VSource terminates Employee without cause, or (ii) VSource
merges into or consolidates with any corporation or other entity, or transfers
all or substantially all of its assets. VSource may direct its transfer agent
to decline to execute any transfer of Merger Shares which appears to contravene
the Lock-Up Restriction, and VSource and transfer agent shall not have any
liability to any person for declining to execute any such transfer based on a
good faith belief that the transfer contravenes the Lock-Up Restriction.
Employee agrees that all Merger Shares shall be registered in his name during
the term of the Lock-Up Restriction and that VSource shall have the right to
direct its transfer agent to place a restrictive legend on the certificates
representing the Merger Shares, which legend will read substantially as follows:
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN
AN EMPLOYMENT AGREEMENT DATED AS OF ______________, BETWEEN VSOURCE,
INC. AND THE REGISTERED HOLDER.
Upon a partial or complete termination of the Lock-Up Restriction,
VSource, shall, at the request of Employee, direct its transfer agent to remove
such legend from the certificates representing the Mergers Shares that have been
released from the Lock-Up Restriction. VSource shall bear the cost of the
removal of such legend.
As used in this Agreement, the "Merger Shares" means (i) the shares of
capital stock of VSource that Employee acquires (or has the right to acquire) in
connection with the merger of Online Transaction Technologies, Inc. with VSource
being consummated on or about the date hereof, and (ii) any other shares of
capital stock issued as a stock split or stock dividend in respect of the shares
referred to in clause (i).
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17. Arbitration. Notwithstanding anything herein to the contrary (but
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except in the case of an action for specific performance or injunctive relief),
if there shall be a dispute between VSource and Employee arising out of or
relating to this Agreement (including without limitation the issue of
arbitrability), the parties agree that such dispute shall be resolved by final
and binding arbitration in Los Angeles, California, administered by Judicial
Arbitration & Mediation Services, Inc. ("JAMS"), in accordance with JAMS' rules
of practice then in effect or such other procedures as the parties may agree to.
Each party hereby irrevocably consents and submits to personal jurisdiction in
the State of California for any arbitration contemplated by this Section 15.
Any award issued as a result of such arbitration shall be final and binding
between the parties thereto, and shall be enforceable by any court having
jurisdiction over the party against whom enforcement is sought. The fees and
expenses of such arbitration (including reasonable attorneys' fees) or any
action to enforce an arbitration award shall be paid by the party that does not
prevail in such arbitration.
18. Assignment. VSource shall have the right, but not the obligation,
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to assign this Agreement, as well as its rights and obligations hereunder, to
any corporation or other entity with or into which VSource may hereafter merge
or consolidate or to which VSource may transfer all or substantially all of its
assets provided such corporation or other entity assumes all of VSource's
obligations hereunder. Employee cannot assign this Agreement, in whole or in
part, because it is a contract for personal services.
19. Severability. In the event that any one or more of the provisions
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of this Agreement shall be held invalid, illegal, or unenforceable, in any
respect, by a court of competent jurisdiction, the validity, legality, and
enforceability of the remaining provisions contained herein shall not in any way
be affected thereby.
20. Waivers. Either party's failure to enforce any provision or
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provisions of this Agreement shall not in any way be construed as a waiver of
any such provision or provisions, or prevent that party thereafter from
enforcing each and every other provision of this Agreement. A waiver of any
provision of this Agreement shall not be valid unless such waiver is in writing
and signed by the party to be charged, and no waiver of any provision hereof
shall be deemed or construed as a waiver of the same or any different provisions
in the future.
21. Taxes. To the extent that any taxes become payable by Employee by
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virtue of any payments made or benefits conferred hereunder, VSource shall not
be liable to pay or obligated to reimburse Employee for any such taxes or to
make any adjustment under this Agreement. Any payments otherwise due under this
Agreement to Employee shall be reduced by any required withholding for Federal,
state and/or local taxes and other appropriate payroll deductions.
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22. Voluntary Agreement. The parties represent that they have had the
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opportunity to consult legal counsel of my own choosing with respect to the
execution and legal effect of this Agreement, and have not relied upon any other
representations or warranties of any other party hereto. The parties
acknowledge that they have full authority to enter into this Agreement and to be
bound by it, and that they have read and fully understand the provisions of the
Agreement and voluntarily choose to sign it. The parties acknowledge that they
are sophisticated and have carefully negotiated the provisions hereof. As a
consequence, the parties do not intend that the presumptions of California Civil
Code Section 1654 and similar laws or rules relating to the interpretation of
contracts against the drafter of any particular clause should be applied to this
Agreement and therefore waive their effects.
23. Entire Agreement. This Agreement constitutes the entire agreement
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and understanding between the parties with respect to the subject matter hereof,
and supersedes any and all other agreements, communications, understandings,
promises, stipulations and arrangements, whether oral or written, express or
implied, between the parties hereto with respect to the subject matter hereof,
including but not limited to any implied-in-law or implied-in-fact covenants or
duties relating to employment or the termination of employment. This Agreement
cannot be changed, modified or terminated except in writing and signed by both
Employee and the President of VSource.
24. Notices. All notices, requests, demands and other communications
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required or permitted to be given hereunder shall be in writing and shall be
deemed to have been duly given (i) upon receipt, if delivered personally, (ii)
upon confirmation of receipt, if given by electronic facsimile and (iii) on the
third business day following mailing, if mailed first-class, postage prepaid,
registered or certified mail as follows: (A) If to VSource, VSource, Inc., 000
Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxx 00000, Facsimile: (000) 000-0000,
Attention: Xxxxxxxx X. Xxxxxxx, and (B) If to Employee, Xxxxx X. Xxxxxx, 000
0xx Xxxxxx #0, Xxxxx Xxxxxx, XX 00000. Any party may by notice given in
accordance with this Section 22 to the other party designate another address or
person for receipt of notices hereunder.
25. Survival. Sections 6 through 25 will survive and continue in full
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force in accordance with their terms notwithstanding any termination of
employment.
26. Counterparts. This Agreement may be executed by the parties in
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separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute one and the same
instrument. The headings herein are for reference only and shall not affect the
interpretation of this Agreement.
27. Choice of Law. The validity, interpretation, construction and
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enforcement of this Agreement shall be governed by the laws of the State of
California. The parties hereby agree that any action, suit, arbitration or other
proceeding arising out of or related to this Agreement shall be conducted only
in Los Angeles County, California. Each party hereby irrevocably consents and
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submits to the personal jurisdiction of and venue in United States District
Court for the Central District of California and in the Superior Court for Los
Angeles County in any legal action, equitable suit or other proceeding arising
out of or related to this Agreement or the relationship between the parties
created hereby. If any such action, the prevailing party shall be entitled to
recover all costs and expenses, including reasonable attorneys' fees,
arbitration costs, investigative costs, reasonable accounting fees and charges
for experts.
[balance of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto acknowledge that they have read this At
Will Employment Agreement, fully understand it, and have freely and voluntarily
entered into it as of the date first set forth above.
VSOURCE, INC.
BY:_________________________________
_________________________________
[print name and title]
"EMPLOYEE"
_________________________________
XXXXX X. XXXXXX
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EXHIBIT A
GENERAL RELEASE
This General Release ("Release") is executed and delivered by Xxxxx X.
Xxxxxx ("Employee") to and for the benefit of VSource, Inc. ("Company").
Company has agreed to pay certain severance payments to Employee
pursuant to the terms of that certain Employment Agreement dated as of December
________, 2000, by and between Employee and Company (the "Employment
Agreement").
In consideration of the above, the sufficiency of which Employee
hereby acknowledges, Employee hereby agrees not to xxx and fully, finally,
completely and generally releases, absolves and discharges Company, its
shareholders, predecessors, successors, subsidiaries, parents, related companies
and business concerns, affiliates, partners, trustees, directors, officers,
agents, attorneys, servants, representatives and employees, past and present,
and each of them (hereinafter collectively referred to as "Releasees") from any
and all claims, demands, liens, agreements, contracts, covenants, actions,
suits, causes of action, grievances, arbitrations, unfair labor practice
charges, wages, vacation payments, severance payments, obligations, commissions,
overtime payments, Workers Compensation claims, debts, profit sharing or bonus
claims, expenses, damages, judgments, orders and/or liabilities of whatever kind
or nature in law, equity or otherwise, whether known or unknown to Employee
which Employee now owns or holds or has at any time owned or held as against
Releasees, or any of them ("Claims"), including specifically but not exclusively
and without limiting the generality of the foregoing, any and all Claims arising
out of or in any way connected to Employee's employment with or separation of
employment from Company including any Claims based on contract, tort, wrongful
discharge, fraud, breach of fiduciary duty, attorneys' fees and costs,
discrimination in employment, any and all acts or omissions in contravention of
any federal or state laws or statutes (including but not limited to federal or
state securities laws, the California Unfair Practices Act or any similar act in
any other state and the Racketeer Influenced and Corrupt Organizations Act), and
any right to recovery based on state or federal age, sex, pregnancy, race,
color, national origin, marital status, religion, veteran status, disability,
sexual orientation, medical condition, union affiliation or other
anti-discrimination laws, including, without limitation, Title VII, the Age
Discrimination in Employment Act, the Americans with Disabilities Act, the
National Labor Relations Act, the California Fair Employment and Housing Act,
and Texas Commission on Human Rights Act, all as amended, whether such claim be
based upon an action filed by employee or by a governmental agency; provided,
however, that Employee is not hereby releasing any Claims he has against Company
under the express terms of the Employment Agreement or any written stock option
agreement between Company and Employee.
Employee acknowledges and agrees that neither anything in this Release
nor the offer, execution, delivery, or acceptance thereof shall be construed as
an admission by Company of any kind, and this Release shall not be admissible as
evidence in any proceeding except to enforce this Release.
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Employee acknowledges Employee may hereafter discover facts different
from, or in addition to, those Employee now knows or believes to be true with
respect to the Claims released, and agrees the release herein shall be and
remain in effect in all respects as a complete and general release as to all
matters released herein, notwithstanding any such different or additional facts.
Employee hereby expressly waives and relinquishes all rights and benefits
afforded by Section 1542 of the Civil Code of the State of California, which
states as follows:
A general release does not extend to claims which the creditor does
not know or suspect to exist in his or her favor at the time of
executing the release, which if known by him must have materially
affected his or her settlement with the debtor.
If any provision of this Release or application thereof is held
invalid, the invalidity shall not affect other provisions or applications of the
Release which can be given effect without the invalid provision or application.
To this end, the provisions of this Release are severable. Employee represents
and warrants Employee has not heretofore assigned or transferred or purported to
assign or transfer to any person, firm or corporation any Claim herein released.
NOTE: THE FOLLOWING PARAGRAPH APPLIES ONLY IF EMPLOYEE IS AGE 40 OR
OLDER
NOTICE TO EMPLOYEE
The law requires that Employee be advised and Company hereby advises
Employee in writing to consult with an attorney and discuss this Release before
executing it. Employee acknowledges Company has provided to Employee at least
21 days within which to review and consider this Release before signing it.
Should Employee decide not to use the full 21 days, then Employee knowingly and
voluntarily waives any claims that Employee was not in fact given that period of
time or did not use the entire 21 days to consult an attorney and/or consider
this Release. Employee acknowledges that Employee may revoke this Release for
up to seven calendar days following Employee's execution of this Release and
that it shall not become effective or enforceable until the revocation period
has expired. Employee further acknowledge and agree that such revocation must
be in writing addressed to Company as follows: VSource, Inc., at its principal
executive offices, Attn: President, and received by Company as so addressed not
later than midnight on the seventh day following execution of this Release by
Employee. If Employee so revokes this Release, the Release shall not be
effective or enforceable and Employee will not receive the monies and benefits
described above. If Employee does not revoke this Release in the time frame
specified above, the Release shall become effective at 12:00:01 on the eighth
day after it is signed by Employee.
Dated: ______________________ "Employee"
____________________________
Xxxxx X. Xxxxxx
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