CHANGE-IN-CONTROL AGREEMENT
KURZWEIL APPLIED INTELLIGENCE, INC. & XXXXXX X. XXXXXXX
THIS CHANGE-IN-CONTROL AGREEMENT (this "Agreement") is made as of the 14th day
of February 1997 by and between Kurzweil Applied Intelligence, Inc. (hereinafter
sometimes referred to as the "Company") and Xxxxxx X. Xxxxxxx (hereinafter
referred to as "Xx. Xxxxxxx").
1 Consideration. The parties are entering into this Agreement for and in
consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged.
2 Background. Xx. Xxxxxxx is an executive officer of the Company and as
such, his title, responsibilities and status within the Company are
dependent in large part upon the continued incumbency of the current
management of the Company, including its Board of Directors. The Company
wishes to retain the services of Xx. Xxxxxxx and therefore wishes to make
provision for Xx. Xxxxxxx in the event that a Change in Control (as that
term is defined in the 1995 Non-Employee Director Stock Option Plan of the
Company) occurs.
3 Change in Control. In the event of a Change of Control while Xx. Xxxxxxx
is employed by the Company--
(a) The Company shall pay Xx. Xxxxxxx in a lump sum $68,000 on the
effective date of the Change in Control.
(b) Xx. Xxxxxxx shall provide to the Company his services as an employee
during the 90-day period immediately following a Change in Control
to assist in the transition to new management at the rate of $594
for each business day or any portion of a business day that Xx.
Xxxxxxx renders services to new management of the Company (to the
extent that they so request) during the 90-day period.
(c) For a period of one year after the effective date of a Change in
Control, Xx. Xxxxxxx will provide new management with informal
telephone consulting services, provided however, that such
consulting shall not be so time-consuming as to prevent or interfere
with Xx. Xxxxxxx seeking or engaging in full-time employment or
full-time consulting.
(d) The Company shall provide to Xx. Xxxxxxx at Company expense until
the first anniversary of the effective date of a Change in Control
the same health benefits as are made available to other officers of
the Company during such period.
4 Not an Employment Agreement. This Agreement is not and shall not be
construed as an agreement by the Company to employ Xx. Xxxxxxx for any
particular period of time or on any terms and conditions that are not
contained herein or in any Other Agreement (as defined below).
5 Other Agreements. This Agreement is in addition to any other agreements
between Kurzweil Applied Intelligence, Inc. and Xx. Xxxxxxx (each an
"Other Agreement") and shall not be construed or interpreted as
superceding or amending any such agreements.
6 Breach and Termination. This Agreement shall automatically expire and be
of no further force or effect on the occurrence of any one or more of the
following events:
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February 14, 1997 - continued
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(a) Xx. Xxxxxxx'x employment is terminated for any reason prior to a
Change in Control, unless such termination was demonstrably in
contemplation of a particular Change in Control.
(b) Xx. Xxxxxxx breaches any material term or condition of any Other
Agreement.
7 Definition. The "Company" shall mean Kurzweil Applied Intelligence, Inc.
(as indicated in the preface to this Agreement) or if Kurzweil Applied
Intelligence, Inc. shall cease to be a legal entity, the "Company" shall
mean any entity that acquires substantially all of the business or assets
of Kurzweil Applied Intelligence, Inc.
8 Severability. If any provision or part of a provision of this Agreement
is finally declared to be invalid by any tribunal of competent
jurisdiction, such part shall be deemed automatically adjusted, if
possible, to conform to the requirements for validity, but, if such
adjustment is not possible, it shall be deemed deleted from this Agreement
as though it had never been included herein. In either case, the balance
of any such provision and of this Agreement shall remain in full force and
effect. Notwithstanding the foregoing, however, no provision shall be
severed if it is clearly apparent under the circumstances that either or
both of the parties would not have entered into this Agreement without
such provision.
9 Miscellaneous.
(a) This Agreement contains the entire understanding of the parties on
the subject matter hereof except as otherwise expressly contemplated
herein; shall not be amended except by written agreement of the
parties signed by each of them; shall be binding upon and inure to
the benefit of the parties and their successors personal
representatives and permitted assigns; may be executed in one or
more counterparts each of which shall be deemed an original hereof,
but all of which shall constitute but one and the same agreement;
and because the obligations of Xx. Xxxxxxx are personal, shall not
be assignable by Xx. Xxxxxxx.
(b) The words "herein," "hereof," "hereunder," "hereby," "herewith" and
words of similar import when used in this Agreement shall be
construed to refer to this Agreement as a whole. The word
"including" shall mean including, but not limited to any enumerated
items.
(c) Each party and its counsel has reviewed this Agreement. Accordingly,
the normal rule of construction that any ambiguities and
uncertainties are to be resolved against the party preparing an
agreement will not be employed in the interpretation of this
Agreement; rather this Agreement shall be construed as if all
parties had jointly prepared it.
(d) No representation, affirmation of fact, course of prior dealings,
promise or condition in connection herewith not expressly
incorporated herein shall be binding on the parties.
(e) The failure to insist upon strict compliance with any term, covenant
or condition contained herein shall not be deemed a waiver of such
term, nor shall any waiver or relinquishment of any right at any one
or more times be deemed a waiver or relinquishment of such right at
any other time or times.
(f) The captions of the paragraphs herein are for convenience only and
shall not be used to construe or interpret this Agreement.
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10 Governing Law. This Agreement shall be governed by and construed in
accordance with the domestic laws of The Commonwealth of Massachusetts
without giving effect to any choice of law or conflict of law provision or
rule (whether of The Commonwealth of Massachusetts or of any other
jurisdiction) that would cause the application hereto of the laws of any
jurisdiction other than The Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the day and year first above written.
Kurzweil Applied Intelligence, Inc.
By: /s/ Xxxxx X. X. Xxxxxxxx /s/ Xxxxxx X. Xxxxxxx
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Xxxxx X. X. Xxxxxxxx Xxxxxx X. Xxxxxxx
Chairman, Compensation Committee
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