EXHIBIT 10.6
December 31, 1998
Mr. Xxxx Xxxxxxx
Dataware Technologies, Inc.
One Canal Park
Cambridge, MA 02141
Dear Xx. Xxxxxxx:
This letter will confirm the agreements that we have reached concerning the
termination of your employment from Dataware Technologies, Inc. following the
Sovereign Hill acquisition and the compensation package that we have agreed to
as a condition of such termination and in consideration of the continuing
services you have agreed to provide.
1. Your active employment with Dataware will cease at the close of business on
December 31, 1998. Dataware will pay you any accrued salary and other
compensation to which you are entitled, including your 1998 bonus, when
payable in the ordinary course, and will reimburse you for all outstanding
business expenses you have incurred in the performance of your duties
promptly upon presentation of customary documentation.
2. Your outstanding stock options under the Dataware 1993 Equity Incentive Plan
(the "Plan") are hereby amended to provide that they will not terminate as a
result of the termination of your employment but will remain exercisable
until the respective expiration dates provided therein. All such options
will continue to vest in accordance with their respective terms as long as
you are still active with the company as a director. To the extent not
already provided, vesting of such options will be accelerated, such that all
such stock options shall become exercisable in full, upon a "change in
control" of Dataware, as defined in the Plan, that occurs while you are a
director.
3. You have agreed to act as a consultant for Dataware until June 30, 2000 (the
"Transition Period") to perform the items listed in the transition memo to
you dated December 31, 1998 and such other services as may be agreed between
you and the President or Board of Directors of Dataware. You agree that you
will make yourself available to work on such matters on a full-time basis
through June 30, 1999, subject to reasonable outside commitments consistent
with those you have heretofore observed and to prorated vacation and
personal time at the same rates to which you are currently entitled.
Thereafter, the Company may request that you work on such matters for up to
2-3 days per month on average during the 12-month period from July 1, 1999
through June 30, 2000; provided that you shall not be required to do so.
4. Dataware will provide you the compensation described in this paragraph
during the Transition Period. Dataware will continue your salary payments at
your current rate through June 30, 1999, and will pay you 50% of the 1999
bonus allocable to you under the 1999 executive compensation plan, when
payable in the ordinary course. From July 1, 1999 through June 30, 2000,
Dataware will pay you a monthly amount equal to your monthly average total
compensation earned with respect to the fiscal years 1997 and 1998. If
additional time is required by Dataware and mutually agreed upon, you will
be paid $3000.00 per day of such additional time. During the Transition
Period, Dataware will continue to provide you with all employee and fringe
benefits, including without limitation medical and disability coverage and
use as needed of an apartment in Cambridge rented by Dataware, that you have
been receiving as President.
5. During the Transition Period, Dataware will provide you with a telephone,
email, and a portable PC, which you will return when such services
terminate. Dataware shall continue to reimburse you for business expenses
incurred in the performance of your consulting services, including without
limitation for travel to and from Germany, subject to Dataware's customary
policies..
6. After the Transition Period, you shall be entitled to receive extended
medical coverage at the group rate under COBRA by paying the applicable
premium until you secure comparable coverage from
another source or for eighteen months, whichever is less. You will receive a
separate notice of your COBRA rights.
7. You acknowledge that you shall continue to be bound by your non-competition,
non-disclosure, and assignment of inventions agreements with Dataware during
the Transition Period. Your obligations under your noncompetition shall
continue for one year after the Transition Period, and your obligations
under your non-disclosure agreement shall continue as provided therein.
Copies of those agreements will be provided to you upon request.
8. You shall remain a director of Dataware, subject to resignation, removal,
and the other provisions of the Restated Certificate of Incorporation and
Bylaws, and shall be reimbursed for your expenses as a director. Assuming
you remain a director following the Transition Period, you shall be eligible
to receive meeting fees on the same basis as other nonemployee directors
beginning with the first meeting of the Board of Directors after the
Transition Period. You shall become eligible to receive stock options under
the Dataware 1993 Director Stock Option Plan or other equity compensation
provided to nonemployee directors effective upon the 2000 Annual Meeting of
Stockholders.
9. You agree that you shall hereafter be an independent contractor and not an
employee of Dataware; provided that Dataware may withhold such taxes from
any amounts payable to you as may be required by law.
10. In exchange for the payments and the other benefits outlined above, you
hereby fully, forever, irrevocably and unconditionally release, remise and
discharge Dataware from any and all manner of claims, charges, complaints,
demands, actions, causes of action, suits, rights, debts, dues, sums of
money, costs, losses, accounts, reckonings, covenants, contracts, promises,
liabilities and expenses (including attorney's fees and costs), of every
kind and nature whatsoever, whether known or unknown, either at law in
equity, or mixed which you ever had, now has or may have by reason of any
matter or thing which has happened, developed, or occurred before the
signing of this Agreement, including, but not in limitation of the foregoing
general terms, any claims, asserted or unasserted, arising from your
employment with or separation from Dataware, and specifically including any
claims you may have under any federal or state labor, employment or
discrimination laws, including but not limited to, Title VII of the Civil
Rights Act of 1964, as amended, the Age Discrimination In Employment Act of
1967, as amended, the Fair Labor Standards Act of 1938, as amended, the
Americans with Disabilities Act of 1992, Chapter 151B of the Massachusetts
General Laws, Sections 24A-24J of Chapter 149 of the Massachusetts General
Laws, the Massachusetts Civil Rights Act, the Massachusetts Equal Rights
Law, or at common law, but excluding (i) any claims under this Agreement,
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(ii) any and all rights you have as a stockholder or holder of stock options
of Dataware, (iii) your rights to indemnification by reason of your service
as a director, officer, or agent of Dataware under the Restated Certificate
of Incorporation and Bylaws or otherwise, and (iv) any and all other rights
you have as a director of Dataware. Subject to the foregoing exclusions, it
is expressly agreed and understood that this release is a General Release.
11. This Agreement shall be governed by Massachusetts law. This Agreement
contains the entire agreement between you and Dataware concerning payment of
severance or other compensation following the termination of your employment
and supersedes all prior agreements and understandings, written or oral,
including without limitation the letter agreement dated October 28, 1988,
which is hereby terminated.
Since this is a binding legal document, you should consider it carefully before
signing. You should consult with an attorney if you wish to do so. If you wish
to accept the severance package as set out in this letter please sign the
enclosed copy of this letter and return it to me. You may have up to fourteen
days to decide whether to accept this severance agreement and release and you
may have up to seven days after signing to rescind your acceptance. Therefore
the agreement will not become binding until seven days after you have accepted
it.
Sincerely,
/s/ Xxxxxxx Xxxxxxxxx
Xxxxxxx Xxxxxxxxx
Vice President and Chief Financial Officer
I have read the foregoing terms, fully understand them and freely accept them.
/s/ Xxxx Xxxxxxx 1/12/99
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Xxxx Xxxxxxx Date
