EXHIBIT 10.9
SEVERANCE AGREEMENT
The Severance Agreement (the "Agreement") is executed by and between
RadView Software, Inc. ("RadView" or the "Company"), a corporation with
principal offices located at 7 New England Executive Park, Xxxxxxxxxx,
Xxxxxxxxxxxxx 00000, and Xxxxx X. Xxxxxxx ("Employee"), an individual with a
principal residence located at 000 Xxxxxxx Xxxxxx Xx. Xxxxxxxxx XX 00000.
WHEREAS, Employee was terminated from the Company as of July 20, 2001;
and
WHEREAS, the Company has an interest in acknowledging Employee's past
service to the Company and to have the relationship end on a mutually agreeable
note;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound,
the parties do hereby agree as follows:
1. Employee acknowledges that he was terminated from the employment of
RadView as of July 20, 2001, that the amount of his accrued salary,
vacation and any other compensation due to him through this date is
equal to $34,165, and that this amount will be paid by July 27, 2001.
2. Employee, on behalf of himself, his heirs, agents, representatives,
assigns, executors, administrators and any other person or entity who
might claim through him (collectively, "Employee's Affiliates"), hereby
releases and forever discharges RadView and any RadView current or
former officer, director, partner, shareholder, employee, affiliate,
parent or any other person or entity acting on behalf of any of them
(collectively, the "RadView Affiliates"), from any and all causes of
action, claims, damages, suits, demands, costs or other liabilities of
every name and nature (collectively, the "Claims"), known or unknown,
arising or which may have existed, before the effective date of this
Agreement, including, but not limited to, any claims under Title VII of
the Civil Rights Act of 1964, the Civil Rights Act of 1991 (42 U.S.
Code s.1981), the Employee Retirement Income Security Act of 1974
(section 510), the Americans with Disabilities Act of 1990
(Massachusetts General Laws chapter 151B), or any analogous state
statutes regulating employment and benefits, and any and all other
statutory or common law claims in any manner relating to Employee's
employment with RadView or his separation from such employment.
3. Employee also represents, on behalf of himself and Employee's
Affiliates, that neither he nor they has, nor will institute against
RadView or any of the RadView Affiliates, any action or proceeding in
any court, administrative agency or other tribunal with respect to any
of the Claims, arising or which may have existed prior to Employee's
execution of this Agreement.
4. Employee represents that he has returned to RadView, or will return to
RadView within one (1) week following the date of this Agreement, all
property and business information (whether in electronic, printed or
other form) which are the property of, or which relate to, RadView, its
customers, suppliers, corporate affiliates, trade and/or business, and
which came into Employee's possession by virtue of his employment with
RadView.
5. Employee acknowledges that, following his resignation from the Company;
he continues to be bound by the provisions of sections 3 and 4 of the
letter employment agreement of April 11, 2000, except clause 4 (A)
shall apply only for six months, and the employment agreement of
January 9, 2001 both of which were executed by Employee. Employee
agrees that he will not make any statements that are professionally or
personally disparaging about, or adverse to, the interests of the
Company (including its officers, directors and management employees)
including, but not limited to, any statements that disparage any
person, product, service, finances, financial condition, capability or
any other aspect of the business of the Company, and that he will not
engage in any conduct which is intended to harm professionally or
personally the reputation of the Company (including its officers,
directors and management employees),
PROVIDED, HOWEVER, THAT, this paragraph 5 shall not prohibit him from
exercising any legal rights or obligations he may have to participate
in or cooperate with any investigations by, any government agency.
6. RadView shall respond to any request for a job reference for Employee
from prospective employers after the effective date of this Agreement
by stating that it is RadView's policy only to verify employment
status, position held and dates of employment.
7. Subject to Employee's satisfaction of his obligations hereunder,
RadView agrees to pay to Employee an amount equal to $127,000 less
deductions for any and all other appropriate and regular deductions
normally deducted from like employee payments less regular payroll
taxes (the "Severance Amount"). All other fringe benefits, except for
medical and dental, not specifically included in the Severance Amount
will be terminated, including but not limited to short-term disability,
long-term disability, life insurance and 401(k) withholdings. RadView
will continue Employees medical and dental coverage for a period of six
months from the date of this Agreement. Employee acknowledges and
agrees that his base salary as of July 20, 2001 is one hundred and
fifty thousand dollars ($150,000) and his annual commission is one
hundred and sixty thousand dollars ($160,000). Payment of the Severance
Amount shall be made in the same manner as normal payroll as a one-time
lump sum payment by July 27, 2001.
8. RadView agrees not to contest any claim that Employee may make for
unemployment benefits.
9. The parties agree that the existence of this Agreement and its
provisions, terms and conditions are to be held in strict confidence.
Employee expressly agrees not to discuss the existence of this
Agreement and its terms with any person or organization other than his
attorneys, accountants and immediate family members, each of whom
Employee will require to maintain the confidentiality of such
information. Advance written notice to RadView's legal counsel is
required to disclose information that would violate the confidentiality
provisions set forth in this paragraph.
10. The parties agree that the considerations exchanged herein do not
constitute and should not be construed as constituting any admission of
any sort on the part of a party, and that this Agreement may not be
used as evidence in any subsequent proceeding of any kind except one in
which enforcement of this Agreement is sought or contested.
11. Should any part, term or provision of this Agreement be determined by
any tribunal, court or arbitrator to be illegal, invalid or
unenforceable, the validity of the remaining parts, terms or provisions
shall not be affected thereby, and the illegal, invalid, or
unenforceable part, term or provision shall be deemed not to be a part
of this Agreement.
12. This Agreement if not executed by Employee and delivered by hand or fax
to RadView by 5:00 PM (EST) on Friday, July 20, 2001; shall
automatically be null, void and of no effect.
THE PARTIES represent that they have read and fully understood the foregoing
provisions, accept the same in their entirety, and are fully authorized and
competent to execute this Agreement.
Employee RADVIEW CORPORATION
/s/ Xxxxx Xxxxxxx By: /s/ Xxxxx X. XxXxxxx
--------------------------- -------------------------------
Date: July 20, 2001 Xxxxx X. XxXxxxx
Vice President & CFO
Dated: July 20, 2001
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