Exhibit 10.15
November 28, 2001
Xx. Xxxxxxx X. Xxxxxxx
Re: Resignation Agreement and General Release
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Dear Xxx:
In connection with your resignation as Chief Executive Officer and President of
Intrusion, Inc. (the "COMPANY") effective November 28, 2001 (the "TERMINATION
DATE"), the Company is offering you a severance package in exchange for your
agreement to release the Company from any and all claims (this "AGREEMENT"). The
details of the severance package and release are explained below. We encourage
you to review this document carefully and to discuss it with an attorney.
SEVERANCE.
In exchange for your execution of this Agreement, which includes your agreement
to release the Company from any and all claims, the Company agrees to provide
you with the following:
- Nine (9) months of salary continuation based on your current annual
salary, less statutory deductions and withholdings, to be paid in
accordance with the Company's normal payroll practices, for a total
gross payment of $168,750.00, beginning on the first regular payroll
after your execution of this Agreement (the "SEVERANCE PACKAGE").
- Your receipt of the Severance Package is expressly conditioned on your
having first returned all Company property and all proprietary
information in your possession to the Company.
By signing this Agreement, you acknowledge and agree that absent this Agreement,
you have no legal entitlement to the consideration provided herein and that the
consideration given to you represents good and sufficient value for the releases
and other agreements by you set forth in this Agreement.
STOCK EXERCISE.
Upon your Termination Date, you will cease vesting in your stock options. You
will have 90 days from your Termination Date to exercise any vested option
shares. The details of your stock options and exercise thereof will be according
to the Xxxxxxxxx.xxx, Inc. 1995 Stock Option Plan, as amended.
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November 28, 2001
YOUR AGREEMENT.
By signing this Agreement and accepting the severance as outlined above, you
agree to waive, release, and forever discharge the Company and its parents,
successors, assigns, divisions, subsidiaries, affiliates, partners, officers,
directors, executives, investors, shareholders, managers, supervisors,
employees, agents, attorneys and representatives (the "RELEASED PARTIES") from
any and all claims, demands, and causes of action which you have or claim to
have, whether known or unknown, of whatever nature, which exists or may exist as
of the date of your execution of this Agreement. "Claims," "demands," and
"causes of action" include, but are not limited to, claims based on contract,
fraud, equity, tort, discrimination, harassment, retaliation, personal injury,
constructive discharge, emotional distress, public policy, wage and hour law,
defamation, claims for debts, accounts, attorneys' fees, compensatory damages,
punitive damages, and/or liquidated damages, claims for vesting or accelerated
vesting of options to purchase the Company's Common Stock, and any and all
claims arising under the Americans with Disabilities Act, the Family and Medical
Leave Act, or any other federal or state statute governing employment, including
but not limited to Title VII of the Civil Rights Act of 1964, the Employee
Retirement Income Security Act of 1974, the Worker Adjustment Retraining and
Notification Act, the Age Discrimination in Employment Act, the Texas Labor
Code, and the Texas Commission on Human Rights Act, as such statutes may have
been or may be amended from time to time.
You understand and agree, in compliance with any statute or ordinance which
requires a specific release of unknown claims or benefits, that this Agreement
includes a release of unknown claims, and you hereby expressly waive and
relinquish any and all claims, rights or benefits that you may have which are
unknown to you at the time of the execution of this Agreement. You understand
and agree that if, hereafter, you discover facts different from or in addition
to those which you now know or believe to be true, that the waivers and releases
of this Agreement shall be and remain effective in all respects notwithstanding
such different or additional facts or the discovery of such fact.
You represent and warrant that you do not presently have on file, and further
represent and warrant to the maximum extent allowed by law that you will not
hereafter file, any lawsuits, claims, charges, grievances or complaints against
the Company and/or the Released Parties in or with any administrative, state,
federal or governmental entity, agency, board or court, or before any other
tribunal or panel or arbitrators, public or private, based upon any actions or
omissions by the Company and/or the Released Parties occurring prior to your
execution of this Agreement. To the extent that you are still entitled to file
any administrative charge with any governmental agency, you hereby release any
personal entitlement to reinstatement, back pay, or any other types of damages
or injunctive relief in connection with any civil action brought on your behalf
after your filing of any administrative charge.
You agree that you will not make any negative or disparaging statements or
comments, either as fact or as opinion, about the Company, including but not
limited to its employees, officers,
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November 28, 2001
directors, shareholders, investors, vendors, products or services, business,
technologies, market position, performance and other similar information
concerning the Company. Nothing contained in this paragraph is intended to
prevent you from testifying truthfully in any legal proceeding.
Finally, you represent and agree that you are the sole and lawful owner of all
rights, title and interest in and to all released matters, claims and demands
arising out of or in any way related to your employment with the Company and/or
the termination thereof.
ACCEPTANCE OF AGREEMENT.
You have 14 days to consider this Agreement, and offer of severance contained
herein. You received this Agreement on November 28, 2001. You represent that if
you execute this Agreement before the 14-day consideration period has passed,
you do so voluntarily, and you knowingly and voluntarily waive your option to
use the entire 14 days to consider this Agreement. The settlement offer
contained in this Agreement will automatically expire if this Agreement, fully
executed by you, is not received by Xx. Xxxxxx on or before December 12, 2001.
OTHER IMPORTANT TERMS.
- By signing this Agreement, you acknowledge that you have been paid all
wages, vacations, and all other compensation owed to you be the Company
through your Termination Date.
- Nothing in this Agreement shall constitute or be treated as an admission of
any wrongdoing or liability on the part of the Company and/or the Released
Parties.
- You acknowledge that you have been advised to consult with an attorney of
your choosing prior to entering into this Agreement.
- You understand and agree that in any dispute between you and the Company
regarding the terms of this Agreement and/or any alleged breach thereof,
that the prevailing party shall be entitled to recover its costs and
reasonable attorneys' fees arising out of such dispute.
- This Agreement is binding on your representatives, heirs, executors,
administrators, successors and assigns.
- You are personally responsible for the payment of all federal, state and
local taxes that are due, or may be due, for any payments and other
consideration received by you under this Agreement. You agree to indemnify
the Company and hold the Company harmless, from any and all taxes,
penalties and/or other assessments that the Company is, or may become,
obligated to pay on account of any payments and other consideration made to
you under this Agreement.
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November 28, 2001
- The terms and existence of this Agreement are strictly confidential and may
not be disclosed to any other person or entity, with the exception of your
immediate family members and legal and financial advisors.
- This Agreement, and any agreements or documents referred to herein,
constitute an integrated, written contract, expressing the entire agreement
between the Company and you with respect to the subject matter hereof. In
this regard, you represent and warrant that you are not relying on any
promises or representations that do not appear in this Agreement. This
Agreement can be amended or modified only by a written agreement, signed by
you and the Company.
- This Agreement shall, in all respects, be interpreted, enforced and
governed under the laws of the State of Texas applicable to contracts
executed and performed in Texas without giving effect to conflicts of law
principles.
- With respect to any suit, action, or other proceeding arising from (or
relating to) this Agreement, the Company and you hereby irrevocably agree
to the exclusive personal jurisdiction and venue of the United States
District Court for the Northern District of Texas.
- You agree that if any provision or portion of any provision of this
Agreement is held to be invalid or unenforceable or to be contrary to
public policy or any law, for any reason, the remainder of the Agreement
shall not be affected thereby.
- This Agreement may be executed in separate counterparts and by facsimile,
and each such counterpart shall be deemed an original with the same effect
as if the Company and you signed the same document.
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November 28, 2001
We wish you the best in the future. Please do not hesitate to contact X. Xxxx
Xxxxxx if you have any questions or comments regarding the severance offer
contained in this letter.
INTRUSION, INC.
By: /s/ X. Xxxx Xxxxxx
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Title: President & CEO
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Date: 11/29/01
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XXXXXXX X. XXXXXXX
By: /s/ Xxxxxxx X. Xxxxxxx
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Date: 11-29-01
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