Exhibit 10.34
TERMINATION AGREEMENT
Agreement made as of the 19th day of February, 1999, by and between JetForm
Corporation, 000 Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx, X0X 0X0 (the ACompany@) and
Xxxxxx Xxxxxx, 00 Xxxxxxx Xxxx, Xxxxxx, Xxxxxxx, X0X 0X0 (AWeaver@).
WHEREAS Xxxxxx has served as a senior executive of the Company since 1994
and Xxxxxx and the Company have agreed to terminate Xxxxxx'x employment in the
Company;
AND WHEREAS Xxxxxx and the Company have entered into an agreement dated
August 11, 1994 which Agreement was amended on September 25, 1998 (collectively
the AAgreement@) and wish to set out the parties' respective rights and
obligations under the Agreement as a result of Xxxxxx'x agreement to terminate
his employment.
NOW THEREFORE for the reasons set forth above and in consideration of the
mutual premises and covenants contained herein, and other good and valuable
consideration, the receipt and sufficiency of which hereby are acknowledged, it
is hereby agreed as follows:
1. Xxxxxx'x employment with the Company shall terminate on the date hereof.
X. Xxxxxx may retain the Company's laptop computer and cell phone, the
telephone number and account for which will be transferred from the Company
to Xxxxxx.
I. Notwithstanding such termination, the Company will pay to Xxxxxx (a) the
aggregate amount of $665,000 over two years, which will be payable in
arrears by direct deposit to Xxxxxx'x bank account on the Company's regular
mid-month and end of month pay date commencing with the last pay in
February 1999; (b) $30,000 for outplacement services payable within 30 days
of the date hereof; and (c) $31,971.15 on account of accrued vacation pay
payable within 30 days of the date hereof. In addition, the Company will
continue (i) all health benefits for the earlier of two years or until
Xxxxxx obtains full time employment (Xxxxxx shall notify the Company upon
such event); (ii) a car allowance of $500 per month for a period of two
years; and (iii) stock options granted to and currently vested or unvested
by Xxxxxx as though Xxxxxx had continued to have been employed by the
Company.
II. Notwithstanding Xxxxxx'x termination, in the event the Company pays senior
management (i) incentive compensation, whether on account of profit,
customer satisfaction or otherwise, or (ii) benefits allowance whether in
the form of base salary or otherwise, for all or any portion of the one
year period following the date hereof, Xxxxxx shall be entitled to receive
compensation in the same percentages earned of corporate incentive and/or
benefits allowance, same terms and timing as senior management based on an
aggregate corporate incentive to Xxxxxx of $142,500 and, if relevant,
$129,780 based on Company profit and $12,780 on account of customer
satisfaction and based on a benefits allowance to Xxxxxx of $16,620.
Xxxxxx'x entitlement hereunder shall be two times the amount determined to
be payable, with the first half payable concurrently with the payment of
incentive compensation and/or benefits allowance to senior management and
the second half payable in 12 monthly instalments immediately thereafter.
III. All amounts stated herein are before taxes. The Company shall withhold and
remit all taxes and statutory withholdings and any other taxes based on
Xxxxxx'x income as though Xxxxxx was an employee during the Agreement.
6. Article IV of the Agreement shall continue in full force and effect.
I. Attached hereto as Schedule A are recommendations on strategy, technology,
priorities, personnel, alliance relationships, significant customers and
potential priority customers.
II. The validity, construction and enforceability of this Agreement shall be
governed in all respects by the laws of Ontario and the laws of Canada
applicable therein.
III. Xxxxxx acknowledges and agrees that it will be difficult to compute the
amount of damage or loss to the Company if he violates this Agreement, that
Company will not have an adequate legal remedy if Xxxxxx violates the
provisions of this Agreement and that any such violation will cause
substantial irreparable injury and damage to the Company. Therefore, Xxxxxx
agrees that, in the event of any violation by him of this Agreement, the
Company shall, in addition to damages, be entitled to specific performance,
injunctive, or other equitable relief, of either a preliminary or permanent
type.
IV. Prior to any disclosure by the Company to the public, Xxxxxx agrees to keep
all terms of this Agreement confidential except for any disclosure to
financial advisors.
IN WITNESS WHEREOF, the Company and Xxxxxx have executed this Termination
Agreement as of the date first written above.
JETFORM CORPORATION
By:
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Title:
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Witness as to the signature of XXXXXX XXXXXX
