EMPLOYMENT TERMINATION AGREEMENT AND RELEASE
PAPERCLIP SOFTWARE, INC. (the "Company"), and XXX
XXXXXXXXX ("Xxxxxxxxx") hereby agree as follows:
1. The Company hereby terminates without "cause"
Xxxxxxxxx'x employment effective May 15, 1997. Xxxxxxxxx
agrees to cooperate with the Company in the transition of
his duties (without additional compensation except as
provided in this Agreement and Release). The parties also
agree that the Employment Agreement dated as of May 1,
1995, between the Company and Xxxxxxxxx is terminated as of
May 15, 1997; provided however, that the parties agree that
the provisions of Section 6(b),(c) and (d) of the Employment
Agreement survive such termination.
2. The Company shall pay to Xxxxxxxxx a xxxxxxxxx payment
of $120,000, subject to withholdings required by law.
The
severance payment shall be paid in bi-weekly installments of
$5000 with the Company's regular payroll payments; provided,
however, that any remaining balance shall be paid in full
within 5 business days of the closing of the Asset Purchase
Agreement dated April 15, 1997, between the Company and
Access Solutions International, Inc. ("Access").
3. The Company shall continue to provide its current
health care coverage for Xxxxxxxxx until such coverage is
obtained by him elsewhere, or until July 1, 1997,
whichever is sooner. Following that date, the Company
will respect Xxxxxxxxx'x rights, if any, to continued
medical coverage at his own expense under the
Consolidated Omnibus Budget Reconciliation Act (COBRA).
4. Xxxxxxxxx hereby assigns and agrees to assign any works,
ideas and inventions developed by him for the Company during
the term of his employment, and shall, at the Company's
expense, assist the Company in every possible way to protect
such ideas and inventions, including but not limited to
signing patent and/or copyright applications, oaths and
assignments in favor of the Company relating to such works,
ideas and inventions both in the United States and in any
and all foreign countries.
5. Xxxxxxxxx agrees that for the period from April 15,
1997 through December 31, 1997, he will not, without the
prior written consent of the Company (which consent shall
not unreasonably be withheld), directly or indirectly,
whether as an officer, director, shareholder, partner,
proprietor, associate, employee, representative, agent,
salesperson, consultant, distributor or otherwise, develop,
market or sell, or assist the companies Filenet, Optika,
Compulink, Mosaix, Keyfile, Metafile, TASC, Bluebird
Technologies, Imnet Systems, Novasoft Systems, Xxxxxxxxx
Technology or any other of their respective successors,
assigns or affiliates, to develop, market or sell, any
software products that compete directly with those sold by
the Company on the date of this Agreement. Nothing in the
preceding sentence shall prohibit Xxxxxxxxx from owning as a
passive investor up to 5% of the shares of any such company.
6. The execution of this Agreement shall not be construed as
an admission of a violation of any statute or law or breach
of any duty or obligation by either the Company or
Xxxxxxxxx.
7. This Agreement is confidential and shall not be made
public by either the Company or Xxxxxxxxx except as required
by law or if necessary in order to enforce this Agreement.
Xxxxxxxxx may disclose this agreement for purposes of
securing new employment or business.
8. In consideration of the foregoing, Xxxxxxxxx hereby
releases and forever discharges the Company, Access and
their respective present and former officers, directors,
employees, agents, partners, subsidiaries, successors and
assigns from any and all liabilities, causes of action,
debts, claims and demands both in law and in equity known
or unknown, fixed or contingent, which he may have or claim
to have based upon or in any way related to employment
or termination of employment with the Company except for
claims made by any third party against Xxxxxxxxx for any
acts or ommission(s) or the like (excluding criminal or
fraudulent acts or ommissions) committed by Xxxxxxxxx during
the term of his employment and within the scope of his
employment duties and hereby covenants not to file a
lawsuit or charge to assert such claims except in
enforcing terms of this agreement; provided, however, that
Xxxxxxxxx does not release any claim for breach of this
agreement. This includes but is not limited to claims
arising under federal, state or local laws prohibiting
employment discrimination, including specifically the Age
Discrimination in Employment Act of 1967, as amended
("ADEA"), or claims growing out of any legal restrictions on
the Company's right to terminate its employees.
9. The invalidity or unenforceability of any particular
provision of this Agreement shall not affect the other
provisions hereof, and this Agreement shall be construed in
all respects as if such invalid or unenforceable provisions
were omitted.
10. Xxxxxxxxx understands that various State and Federal
laws prohibit employment discrimination based on age, sex,
race, color, national origin, religion, handicap or veteran
status. These laws are enforced through the Equal
Employment Opportunity Commission (EEOC), Department of
Labor and state human rights agencies. Xxxxxxxxx
acknowledges that he has been advised by the Company to
discuss this Agreement with his attorney and has been
encouraged to take this Agreement and Release home for up to
twenty-one days so he can thoroughly review and understand
the effect of this release before acting on it.
11. Xxxxxxxxx has carefully read and fully understands all
of the provisions of this Agreement and Release which sets
forth the entire understanding between him and the Company.
This Agreement may not be changed orally but only by an
agreement in writing signed by the party against whom
enforcement of any waiver, change, modification, extension
or discharge is sought. Xxxxxxxxx acknowledges that he has
not relied upon any representation or statement, written or
oral, not set forth in this document.
12. Xxxxxxxxx may revoke his agreement to the terms hereof
at any time during the seven-day period immediately
following the date of his signature below ("revocation
period") by delivering written notice of his revocation to
the Company. This Agreement shall become effective upon the
expiration of the revocation period.
13. Xxxxxxxxx acknowledges that the Company has entered
into an Asset Purchase Agreement with Access, pursuant to
which Access may acquire certain assets and liabilities of
the Company upon the satisfaction of certain conditions.
Xxxxxxxxx agrees that this Agreement will be assigned by the
Company to Access and may be enforced under the terms of
the Asset Purchase Agreement.
14. The provisions of paragraphs 4 and 8 shall not come
into force until Xxxxxxxxx has been paid in full under the
provisions of paragraph 2.
15. Governing Law. This agreement shall be governed by,
and construed in accordance with, the laws of the State of
New Jersey (without regard to conflict of laws rules).
16. The parties have executed this Agreement as indicated
by their signatures.
17. This Agreement may not be amended except by a writing
signed by the party against whom such amendment is sought to
be enforced. This Agreement shall be binding upon the parties
and their successors.
PAPERCLIP SOFTWARE, INC.
By: /s/Xxxxxxx Xxxxx /s/Xxx Xxxxxxxxx
Xxxxxxx Xxxxx, CEO Xxx Xxxxxxxxx
Access Solutions International, Inc.
By: /s/Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, President & CEO
Dated: June 18, 1997
