EXHIBIT 4.1
TO: Xx Xxxx
DATE: October 20, 2003
SUBJECT: Termination Agreement and Information
This notice contains certain important information associated with your
departure from Front Porch Digital, effective October 10, 2003. Your signature
is evidence of your acceptance of this Agreement.
FINAL PAYCHECK: Your final paycheck will cover time worked through October 10th
and 3 days of accrued unused vacation for 2003. This paycheck has been processed
and should have been received by you through the normal payroll direct deposit
process.
VACATION PAYMENT: Your total accrued, unused vacation remaining at your
termination is 9 weeks, minus the 3 days paid with your final paycheck. This
results in 42 days of vacation that will be paid to you as follows:
1) $6,448.71 in cash payable on October 31, 2003
2) The remainder will be paid in Front Porch Digital freely tradable common
stock that will be issued within thirty (30) days of the execution of this
Agreement, evidenced by signatures, below. Front Porch Digital will issue
you 90,000 shares of freely tradable stock as compensation for this amount.
STOCK OPTIONS: Front Porch Digital will extend the exercise period for
exercising vested options beyond the usual ninety day period, until October 10,
2006
EMPLOYMENT VERIFICATION: Front Porch Digital policy is to verify dates of
employment, positions held, and salary information released to prospective
employers by the employee. You should refer prospective employers to Human
Resources at (000) 000-0000, ext. 214. Front Porch Digital policy is not to
provide reference information beyond employment verification.
DELIVERY OF W-2: If you relocate within the calendar year, please mail your new
address to Front Porch Digital Human Resources to insure proper delivery of your
form W-2.
BENEFITS: You covered by Front Porch Digital's medical plan for yourself and
child(ren) coverage and dental plan for coverage for yourself and child(ren). If
you would like to continue your coverage beyond your termination date, the cost
for medical is $611.40 per month and the cost for dental is $64.94 per month.
You may continue these plans for up to six months according to the State
Continuation provisions in Texas. If you are interested, please notify Xxxxx
Xxxxxxx, (000) 000-0000, ext. 214 within 30 days of the date of this notice or
coverage will be cancelled and will not be reinstated.
COMPANY PROPERTY: You are required to return all Company property on your last
day of work, including Confidential Information, files, documents, computer
software, remote computer access tokens, company credit cards, company telephone
codes, building or equipment keys and any other equipment. If you subscribed to
any Internet on-line services, such as newsletters or other updates, your are
responsible for canceling your subscriptions. If you discover any Company
property in your possession in the future, please promptly return it to Human
Resources.
CONFIDENTIAL INFORMATION: While you were employed by Front Porch Digital, you
became aware of confidential information regarding Front Porch Digital and its
affiliates. Confidential Information consists of all information pertaining to
the business of Front Porch Digital or any of its affiliates which was not
generally know to the public at the time made known to you. It includes but is
not limited to trade secrets; secret, confidential, and proprietary information;
information protected by the attorney-client privilege; computer passwords and
program designs;
proprietary computer software designs and hardware configurations; proprietary
technology; new product and service ideas; business, pricing and marketing
plans; marketing, financial, trading, research and sales data; customer,
prospect, vendor and personnel lists; financial and other personal information
regarding customers and employees; confidential information about other
companies and their products; and all information regarding product developed by
Front Porch Digital. If you kept any Confidential Information belonging to Front
Porch Digital at the conclusion of your employment, please return it
immediately. You may not use or disclose any Confidential Information belonging
to Front Porch Digital and the confidentiality provisions of the Nondisclosure
Agreement you signed when you were hired continue to apply.
NONCOMPETITION: You are reminded that the terms of the Agreement you signed
while an Employee continue to apply following your termination of employment.
For one year following your termination of employment you may not accept
employment with any company that is a direct competitor of Front Porch Digital,
Inc. There are no restrictions from seeking employment with any company in the
media/data conversion services business.
INVENTIONS: Please be reminded that inventions that you made or conceived during
your employment with Front Porch Digital are Front Porch Digital's exclusive
property to the extent that any such ideas, writings, inventions, products,
methods, techniques, discoveries, improvements, and technical or business
innovations, whether or not patentable or copyrightable and whether conceived of
solely or jointly, (i) were along the lines of the business or work of any of
the Companies: (ii) resulted from or were suggested by any work which you did
for the Companies; (iii) were made or conceived using equipment or other
materials of the Companies; or (iv) were made or conceived during regular hours
of work. You may not pursue any of these Inventions on your own behalf or on
behalf of any new employer without prior written permission from Front Porch
Digital.
2
Signatures:
/s/ XXXXXXX XXXXXXX OCTOBER 20, 2003
----------------------------- ----------------
Xxxxxxx Xxxxxxx Date
Chief Operating Officer, Chief Financial Officer
/s/ XXXXXX XXXX OCTOBER 20, 2003
----------------------------- ----------------
Xxxxxx Xxxx Date
3
