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AGREEMENT
This Agreement is made by Computron Software, Inc. ("Computron") and
Xxxxxxx Xxxxxxxx ("Typaldos"). Computron and Typaldos shall hereafter
collectively be referred to as the "Parties."
W I T N E S S E T H
WHEREAS, Typaldos has been an employee of Computron pursuant to an
employment agreement, dated November 18, 1991 (as amended, the "Employment
Agreement"); and
WHEREAS, the Parties wish to sever their relationship and settle any
outstanding severance obligations which may exist between them;
NOW, THEREFORE, for and in consideration of the representations
made, actions and agreements to be undertaken, and payments to be made as set
forth herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by the Parties, the Parties agree as
follows:
X. Xxxxxxxx agrees that his employment with Computron terminated
effective as of November 27, 1996 (the "Termination Date").
X. Xxxxxxxx agrees that his membership on Computron's board of
directors and his position as chairman of said board of directors terminated on
the Termination Date. Typaldos agrees that his membership in the board of
directors of each subsidiary of Computron is terminated as of the Termination
Date.
X. Xxxxxxxx agrees to cooperate fully with Computron's Chief
Executive Officer to assure a smooth transition of his duties and
responsibilities and to otherwise provide Computron with his full and complete
cooperation from the Termination Date through and including November 30, 1997.
Such cooperation and assistance shall be provided by Typaldos during such time
without any further payments by Computron.
X. Xxxxxxxx shall retain stock options to purchase an aggregate of
30,000 shares of Computron's Common Stock, par value $.01 ("Common Stock"), at
an exercise price of $1.90 per share. Additional stock options to purchase an
aggregate of 30,000 shares of Common Stock, at an exercise price of $1.90 per
share, shall be deemed to have vested immediately upon the Termination Date. All
such stock options shall be governed by the terms of the 1995 Stock Option Plan
and the underlying stock option agreements (the "Stock Option Agreements").
Pursuant to such Stock Option Agreements, such stock options shall be
exercisable at any time prior to December 31, 1997.
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E. Computron shall pay Typaldos his full salary for one full year
following the Termination Date at the rate being paid to Typaldos prior to May
1996, for a total of Four Hundred Fifty-Three Thousand Six Hundred Dollars and
No Cents ($453,600.00) (the "Severance Amount"). A portion of the Severance
Amount has been paid to Typaldos since the Termination Date in semi-monthly
installments (the "Payments") in accordance with Computron's existing payroll
policies. Computron shall continue to pay to Typaldos the balance of the
Severance Amount in accordance with Computron's existing payroll policies, with
the last such payment to be made on or about November 1, 1997. Any payments
shall be subject to standard and customary withholdings. Computron shall also
pay Typaldos upon execution of this Agreement by Typaldos and Computron (i) all
deferred compensation (the "Deferred Compensation") since May 1996 earned by
Typaldos in accordance with the Employment Agreement but not yet paid through
the date hereof, which amount is Seventy Thousand Dollars and No Cents
($70,000.00) and (ii) amounts in respect of any accrued and earned, but unused,
vacation time for the period commencing one year prior to the Termination Date
through the Termination Date. Typaldos understands that he will not earn any
additional vacation credit following the Termination Date. Computron shall
reimburse Typaldos for all appropriate travel and entertainment expenses
incurred by Typaldos prior to the Termination Date in accordance with its then
existing policy within ten (10) days of presentation of appropriate
documentation by Typaldos to Computron. Computron will transfer the life
insurance policies listed on Schedule A attached hereto to Typaldos and will
execute a policy loan with the proceeds payable to Computron for the maximum
amount available under such policies less the cumulative annual premium and
interest amounts through November 30, 2000. It is understood that Computron will
not repay the policy loan and will retain any cash value in excess of the
cumulative annual premiums and interest amounts through November 30, 2000.
Computron will also pay the premiums for the disability insurance policies
referenced on Schedule A for a period of one year from the Termination Date.
X. Xxxxxxxx shall retain possession of the automobile leased for his
use by Computron until the expiration or termination of said lease (provided
that no renewal options may be exercised) at which time Typaldos shall
relinquish all rights to said automobile and shall make it available to lessor
of said automobile. Computron agrees to make the monthly lease payments until
the expiration or termination of such lease. Computron shall have no other or
further obligations to make any payments under such lease (including, but not
limited to, charges for wear and tear or purchase options).
X. Xxxxxxxx shall retain possession and ownership of the personal
computer and laptop computer previously provided to Typaldos by Computron.
H. Computron shall pay to the provider of Typaldos' choice an amount
of up to One Thousand Dollars ($1,000) per month, for a period of twelve months,
to cover the costs of an office in Manhattan, New York and the necessary
secretarial services, supplies and related costs. Said amount shall be paid
monthly in arrears on or about the tenth (10th) day of each month upon
presentation of an invoice.
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X. Xxxxxxxx will remain eligible to participate in Computron's
health insurance program, at Computron's expense, for three years from the
Termination Date (the "Benefit Period") unless and until Typaldos commences
full-time employment with another employer that offers health insurance that is
substantially equivalent to Computron's health insurance. Said health insurance
program shall be equivalent to the health insurance programs that Computron
provides to its senior executives.
X. Xxxxxxxx acknowledges that the payments made hereunder are not
part of an exit incentive or other employment termination program offered to a
group or class of employees.
X. Xxxxxxxx and Computron agree that, in order to better protect the
goodwill of Computron and to better assure the prevention of disclosure of
confidential materials and information of Computron, and given the unique nature
of the services he has provided to Computron, Typaldos will not, directly or
indirectly, for his own benefit or for or with any other person, firm or
corporation, engage in any business or practice in direct competition with
Computron for a period of one year following the Termination Date. Typaldos also
agrees that he will not, directly or indirectly, for his own benefit or for or
with any other person, firm, or corporation, become employed (including without
limitation as an employee, consultant, or partner) by any person in any capacity
in "direct and major competition" with Computron for a period of one year
following the Termination Date. Those business entities listed as competitors in
any Form 10-K or Form 10-Q of Computron from 1991 to 1998, inclusive, are in
"direct and major competition" with Computron for purposes of this Section X.
X. Xxxxxxxx' prior employment with Computron creates a relationship
of confidence and trust between Computron and him with respect to certain
information applicable to the business of Computron or applicable to the
business of any client or customer of Computron, which may be made known to him
by Computron or by any client or customer of Computron, or learned by him during
his employment. Computron possesses and will continue to possess information
that has been or will be created, discovered, or developed by, or that otherwise
has or will become known to, Computron (including, but not limited to,
information created, discovered, or developed by Typaldos or made known to
Typaldos during the period of or arising out of his prior employment by
Computron), or in which property rights have been or may be assigned or
otherwise conveyed to Computron, which information has commercial value in the
business in which Computron is engaged and is treated by Computron as
confidential. All such information is hereinafter called "Proprietary
Information," which term, as used herein, shall also include, but shall not be
limited to, trade secrets, systems, processes, formulae, data, functional
specifications, blueprints, computer programs, know-how, improvements,
discoveries, developments, designs, inventions, techniques, marketing plans,
distribution channels, strategies, forecasts, new products, unpublished
financial statements, budgets, projections, licenses, prices, costs, and
customer and supplier lists. Without limiting Typaldos' obligations under
Section K of this Agreement, Typaldos acknowledges that by reason of his prior
employment with Computron, he has been
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given, and in the future may be given access to Proprietary Information of
Computron, its subsidiaries, or its dedicated distributors (individually and
collectively the "Computron Entities"). Typaldos represents and warrants that he
has kept, will keep, and will continue to keep all such information confidential
and that he will not use such information for any purpose, except in connection
with any legal proceeding to which Typaldos is a party, without the prior
written consent of the Chief Executive Officer of Computron. All Proprietary
Information shall be the sole property of Computron and its assigns.
M. Except for the payments and benefits provided in this Agreement,
Typaldos acknowledges and agrees that he is entitled to no other salary,
compensation, vacation pay, pension, insurance coverage or any other payments or
benefits from Computron in connection with his employment with Computron,
including without limitation any payments or benefits under the Employment
Agreement. Typaldos hereby releases, discharges and covenants not to xxx
Computron, its past and present partners, parent, subsidiaries, related
entities, predecessors, successors, directors, officers, employees,
employer-sponsored employee benefit and welfare benefit plans, trustees, and
administrators of such plans, contractors, and assigns from and with respect to
any and all claims, actions, suits, agreements, liabilities, and damages
whatsoever, known or unknown, arising out of the Employment Agreement or
Typaldos' separation from his employment with Computron, including without
limitation any claim at common law based on tort or contract, any claim for
payments or benefits under the Employment Agreement, or any claim for breach of
the Employment Agreement.
N. This Agreement is deemed to have been entered into in the State
of New Jersey and shall be construed and interpreted in accordance with the laws
of that state.
O. The Parties acknowledge and agree that no promises or
representations were made which do not appear written in this Agreement. This
Agreement represents the entire agreement between the parties hereto with
respect to the severance of Typaldos' employment with Computron. This Agreement
supersedes any and all prior agreements, whether written or oral, between the
parties hereto, except for any agreements listed on Schedule A. Any provision
set forth in the term sheet dated November 26, 1996 by and between the Parties
shall not be modified or superseded by this Agreement unless the subject matter
of the provision has been specifically addressed herein. This Agreement shall be
construed to be fully enforceable. If for any reason any part of this Agreement
is determined to be void or unenforceable, this Agreement and/or any remaining
part hereof shall be construed without reference to such void or inapplicable
provisions to be an enforceable Agreement between the parties.
P. All controversies, claims and disputes arising out of or relating
to this Agreement, including without limitation any violation of its terms,
shall be resolved by final and binding arbitration before a panel of three
arbitrators in New York, New York in accordance with the Commercial Arbitration
Rules of the American Arbitration Association. The costs of such arbitration,
including the arbitrators' fees, shall be divided equally between the parties.
Each party shall be responsible for its own attorney's fees. With respect to any
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breach or threatened breach of Sections K or L of this Agreement, Computron may
elect to commence an action in a federal or state court of appropriate
jurisdiction.
Q. The Parties acknowledge that they have read and understand the
foregoing Agreement and that they sign it voluntarily and without coercion. They
further acknowledge that they have been advised by and been given the
opportunity to consult with an attorney of their own choosing concerning the
provisions contained in this Agreement.
Dated: September 29, 1997 /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
Dated: September 29, 1997 Computron Software, Inc.
By: /s/
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SCHEDULE A
Life Insurance
Policy Policy No. Annual Premium
------ ---------- --------------
New England Mutual Life NE06920195 $16,050
New England Mutual Life NE08728364 $20,445
Disability Insurance
Policy No. Annual Premium
---------- --------------
DO66760 $2,837
OD113929 $2,577
Surviving Agreement
Agreement of Undertaking, executed by Xxxxxxx Xxxxxxxx, to repay amounts
advanced by Computron in connection with the pending class action
litigation and related proceedings.
