Exhibit 10.2
SEPARATION AGREEMENT AND RELEASE
This Separation Agreement and Release is made and entered into by and
between Xxxxxx Xxxxxx and Eprise Corporation ("Eprise"). Strong and Eprise agree
as follows:
1. Strong's employment with Eprise ended on July 17, 2001.
2. Eprise has paid Strong all of the regular compensation and benefits
to which he was entitled as a result of his employment with Eprise, including,
but not limited to, his regular salary through July 17, 2001 and vacation pay
for his unused vacation accrued as of that date.
3. If Strong signs this Separation Agreement and Release, and after the
seven-day waiting period described below, Eprise will: (a) pay to Strong the
additional gross amount of $75,000, less taxes and standard withholdings and
deductions, to be paid in equal bi-weekly installments over the next six months;
(b) continue to pay the premiums for Strong's medical and dental insurance
during such six-month period (to the same extent currently paid); and (c)
accelerate Strong's vesting in options to purchase Eprise stock as if he were to
remain an Eprise employee for six months after the date of the termination of
his employment, provided, however, that no further options shall be granted to
Strong, and that Strong shall not be entitled to any accelerated vesting in the
event of a change in control of Eprise or for any other reason.
4. In consideration of receiving the payment and accelerated vesting
described in the previous paragraph:
a. Strong hereby releases and forever discharges and
holds harmless Eprise and its current and former
successors, employees, officers, directors,
shareholders, parents, subsidiaries, affiliates and
agents from all claims, wages, bonuses, commissions,
expenses, benefits, or suits of any nature whatsoever
from the beginning of time to the date of this
Separation Agreement and Release. The claims Strong
is releasing include but are not limited to any
claims under the Age Discrimination in Employment Act
or any other federal, state, or local law prohibiting
employment discrimination or regulating the
employment relationship, and any claims related in
any way to his employment or the termination of his
employment with Eprise.
b. Strong will not disparage Eprise or any of its
current or former employees, officers, directors,
shareholders, parents, subsidiaries, affiliates, or
agents.
c. Strong agrees to provide consulting services to
Eprise through September 17, 2001, as and when
requested by the President and Chief Executive
Officer, but in any event not to exceed 20 hours per
week.
5. This Separation Agreement and Release is not intended to and does
not constitute an admission of liability or wrongdoing by either party. Except
as set forth in the following sentence, this Separation Agreement and Release is
the final written expression of the agreement between Strong and Eprise
regarding all matters arising out of or related in any way to his employment or
the termination of his employment with Eprise. It supersedes any prior oral or
written expression of intent and sets forth the parties' entire agreement
regarding this subject matter; provided, however, that Strong acknowledges and
agrees that all of his post-employment obligations under the
Non-Disclosure/Non-Competition Agreement between Strong and Eprise dated January
7, 1999 shall remain in full force and effect. This Separation Agreement and
Release may be amended or modified only by a writing signed by both parties. It
shall be governed by Massachusetts law.
6. Strong warrants and represents that he has returned all Eprise
property to Eprise.
7. As required by the Older Workers Benefit Protection Act of 1990,
Strong acknowledges:
a. That he has been advised and given the opportunity to
consult with his own counsel prior to signing this
Separation Agreement and Release.
b. That he has been given up to 21 days from the receipt
of this Separation Agreement and Release to consider
whether to sign it.
c. That the claims he is releasing in this Separation
Agreement and Release include without limitation any
and all claims under the Federal Age Discrimination
in Employment Act of 1967, as amended by the Older
Workers Benefit Protection Act of 1990.
d. That he has been advised that even after he signs
this Separation Agreement and Release, he may revoke
it within seven days of the date of his signing, by
delivering a signed revocation notice to Eprise.
e. That this Agreement shall not become effective and in
force until eight days after he signs it.
f. That he will not be entitled to receive the
consideration described in paragraph 3 of this
Separation Agreement and Release until after the
seven-day revocation period has expired, and that,
should he in fact revoke his acceptance, he will not
receive the consideration described in paragraph 3 at
all.
[signature page immediately follows]
WHEREFORE, Strong and Eprise attest that they have read the above
Separation Agreement and Release and fully understand and knowingly and
voluntarily accept all of its provisions.
Date: August 3, 2001 Date: August 3, 2001
EPRISE CORPORATION
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By: Xxxxxx Xxxxxx
2
ACKNOWLEDGMENT
I was given 21 days within which to decide whether to sign the attached
Separation Agreement and Release. I voluntarily decided to sign the Separation
Agreement and Release before the end of 21 days so that I could receive the
consideration described in paragraph 3 of the Separation Agreement and Release
more quickly. I have been given the opportunity to seek legal counsel and I
(have ___ have not ___) consulted with counsel.
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Date: Xxxxxx Xxxxxx
