Exhibit 10.9
divine, inc.
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into on April 16,
2001 (the "Effective Date"), between divine, inc., a Delaware corporation (the
"Company"), and Xxxx Xxxxxxxxxx ("Executive").
WHEREAS, the Company wishes to employ Executive and Executive desires to be
employed by the Company;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is agreed as follows:
1. Employment of Executive.
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As of the Effective Date, the Company hereby engages and employs Executive
in an executive capacity as President and Chief Operating Officer and Executive
hereby accepts such employment and agrees to act as an employee of the Company
in accordance with the terms of employment hereinafter specified ("Executive
Employment").
2. Term of Executive Employment.
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The period of Executive Employment shall begin on the Effective Date and
continue until terminated as hereinafter provided (the "Employment Period").
3. Duties:
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(a) Executive shall be employed by Company as President and Chief Operating
Officer. In such capacity, Executive shall have supervision and control over,
and responsibility for, the day-to-day active management of the business of the
Company, under the general supervision of the Chief Executive Officer, and shall
have such other powers and duties as the Chief Executive Officer and/or the
Board of Directors of the Company may from time to time prescribe; provided
that, such powers and duties are consistent with the Executive's then present
duties and with his position as the Company's senior executive officer in charge
of the day-to-day active management of the business of the Company.
(b) Nothing contained herein shall be construed so as to prohibit Executive
from performing such other or additional duties or responsibilities, and
exercising such other or additional authority in furtherance of the goals of the
Company, as the Executive and the Chief Executive Officer of the Company shall
from time to time agree upon.
(c) Executive shall devote his full business time and attention as is
necessary to appropriately and efficiently discharge his duties and
responsibilities as herein set forth. If
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Executive so discharges his duties he may engage in other business and civic
activities, in addition to those relating to the Company's business, if such
activities are not otherwise prohibited by the terms of this Agreement. The
Executive may also serve as a director of for-profit or philanthropic
organizations provided such activities do not materially interfere or conflict
with Executive's duties to the Company and its affiliates.
(d) During Executive's employment hereunder, Executive shall not be
required to relocate his principal residence identified in Exhibit A (which
Exhibit A may be modified by Executive upon notice to Company) as a result of
the Company moving its principal executive offices or the Executive's office to
an address greater than twenty (20) miles away from the Company's principal
executive offices (or the Executive's office) at the Effective Date and shall
not be required to perform services which could make the continuance of
Executive's principal residence in such location unreasonably difficult or
inconvenient for Executive except to the extent that the performance of such
services (and travel) is commensurate with Executive's duties specified
hereunder.
4. Executive Salary and Compensation:
---------------------------------
(a) Base Salary. During the Employment Period, the Company shall pay or
cause to be paid to Executive a base salary ("Base Salary") payable to Executive
on a periodic basis in accordance with the Company's then current executive
salary payment practice; provided, however, that the installments may not be
made less frequently than on a monthly basis. Executive's Base Salary shall be
$400,000 per year or such larger amount as may be agreed upon by the Executive
and the Compensation Committee of the Company's Board of Directors (the
"Committee").
Such Base Salary shall be subject to periodic review (and may be increased), but
shall not be reduced at any time without the prior written consent of Executive.
(b) Incentive Compensation. Executive shall be entitled to receive an
annual bonus as determined by the Committee for each fiscal year of the Company
during the Employment Period ("Incentive Compensation"). The Incentive
Compensation for each fiscal year shall be determined in accordance with a plan
established by the Committee, provided that if Executive meets the criteria set
forth in the plan or such other criteria as my be established or agreed to by
the Committee, such annual bonus shall be not less than $350,000. In the event
the aggregate amount which is payable to Executive as compensation for any one
calendar year shall exceed $1,000,000 then amounts payable under this Section
4(b) in excess of the amount deductible by the Company under Section 162(m) of
the Internal Revenue Code of 1986, as amended (the "Code") (or any successor
provision) shall be determined by a formula to be established by the Committee.
It is the intention of the parties hereto, that in connection with establishing
Incentive Compensation, the Committee will not act arbitrarily and will
establish and modify the formula for incentive compensation in good faith in
light of the Company's and the Executive's performance. Incentive Compensation
opportunities shall be established in light of all incentive programs
established by the Company. Executive shall also participate in such other
equity incentive programs as are established by the Company generally for the
benefit of its employees or executives, and such participation shall be on terms
provided for in the plan. In the event of a
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Change in Control (as hereinafter defined) at any time during the Employment
Period, Incentive Compensation for periods following such Change in Control
shall be calculated based on terms that are no less favorable to Executive than
those applicable hereunder prior to such Change in Control.
(c) Withholding of Certain Taxes. All compensation referred to in Section
4(a) and 4(b) of this Agreement shall be stated in terms of gross amount, it
being understood that the Company will be required to withhold from such gross
amount deductions for federal, state and local income taxes (if any), F.I.C.A.,
unemployment compensation taxes and the like.
(d) Fringe Benefits. During the Employment Period, the Company shall
provide the following fringe benefits (hereinafter collectively "Fringe
Benefits") to Executive: (i) Medical and Dental Insurance. The Company shall
provide Executive and Executive's immediate family, including spouse and
children, if any, at the Company's expense, with comprehensive medical and
dental insurance coverage in accordance with the Company's regular healthcare
plans for employees and any additional benefits provided under plans to
executive officers; (ii) Life Insurance. The Company shall provide Executive, at
the Company's expense, (a) a term or whole life policy or policies of insurance
insuring the life of Executive for the benefit of person(s) designated from time
to time by Executive in an amount not less than that provided to Executive for
calendar year 2000, which shall be a whole life policy if requested by Executive
and in such case shall be assigned to Executive, together with any cash value
thereof, at Executive's request upon the termination of Executive's employment
with the Company for any reason, and (b) a split dollar life insurance policy or
policies insuring the life of Executive for the benefit of the person(s)
designated from time to time by Executive in an amount not less than that
provided to Executive for calendar year 2000, the premiums therefor to be
reimbursed to the Company upon death or termination of employment and transfer
of the policy to Executive as more particularly described in such policy or
policies (or related split-dollar agreement). Such insurance amounts shall be
subject to review from time to time and shall not be reduced without the prior
written consent of Executive; (iii) Disability Insurance. The Company shall
provide Executive, at the Company's expense, with comprehensive short and long
term disability insurance in an amount which the Company determines is
reasonably commensurate with Executive's compensation contemplated hereunder,
including, without limitation, Executive's base salary, incentive compensation,
Fringe Benefits and the like, but assuming for this purpose an annual
Compensation of no less than $750,000. Such insurance amounts shall be subject
to review from time to time and shall not be reduced without the prior written
consent of Executive; (iv) Clubs: Professional Organizations. The Company shall
pay the annual dues and assessments for the Executive's membership in a
reasonable number of clubs, associations and professional organizations
(collectively, "Clubs"); (v) Automobile. The Company shall provide Executive
with the use of a Company car of his choice and shall reimburse Executive for
all related expenses, including insurance coverage related thereto; (vi)
Administrative Assistance. The Company shall, at the Company's expense, maintain
Executive's office at the Company's headquarters and provide Executive with an
administrative assistant of his choice and such other clerical assistance as
required by Executive. Executive's administrative assistant shall be entitled to
salary and other benefits no less favorable than those provided as of the
Effective Date (unless a reduction is agreed to by Executive).
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5. Expenses.
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The Company shall pay or reimburse Executive in accordance with the
Company's policy for all expenses reasonably incurred by Executive during the
period of Executive's employment in connection with the performance of
Executive's duties under this Agreement, including, without limitation, travel,
entertainment and automobile expenses. As the Company may reasonably request,
Executive shall provide to the Company documentation or supporting information
relating to the expenses for which Executive seeks reimbursement.
6. Severance.
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For purposes of Sections 7, 8 and 9 the amount of annual Incentive
Compensation and Base Salary which is payable as severance shall be equal to (i)
the greatest amount of Incentive Compensation and Base Salary, respectively,
paid to Executive during any period of 12 consecutive calendar months during the
period of 36 consecutive calendar months immediately preceding termination of
Executive's employment with the Company, plus (ii) an additional 30% of this
amount in lieu of providing Fringe Benefits after termination (the "Severance
Pay"). If Executive has not received Base Salary for the full 12 month period
preceding the Termination of his employment, then his Base Salary will be
annualized based upon the period he has received Base Salary.
7. Termination of Executive Employment by the Company.
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The Company shall have the option to terminate Executive's employment with
or without cause, for any reason whatsoever, by providing written Notice of
Termination (as hereinafter defined) to Executive, and such termination shall be
effective 10 days after the giving of said written notice; provided, however,
but subject in all events to Section 9 hereof, (i) if Executive is terminated
for any reason other than death, Disability (as hereinafter defined) or Good
Cause, then the Company shall pay to Executive, as severance compensation, a
lump sum payment equal to the present value of the product of (x) the Severance
Pay, multiplied by (y) three, calculated as if this amount was to be paid out in
equal monthly installments over a period of thirty-six months, and using a
discount rate equal to the prime rate of interest announced by the Company's
principal bank, or if it has no such bank, published in the Wall Street Journal,
on the date of termination, and (ii) if Executive is terminated for Good Cause,
the Company shall pay to Executive all such compensation owing through the date
of termination.
For purposes of this Section 7, Notice of Termination shall mean delivery
to Executive of a copy of a resolution terminating the employment of Executive
duly adopted by the affirmative vote of not less than a majority of the entire
membership of the Company's Board of Directors at a meeting of the Board of
Directors (after reasonable notice of at least seven days has been delivered to
Executive and reasonable opportunity has been provided for Executive, together
with Executive's counsel, to be heard before the Board of Directors prior to
such vote). For purposes of this Agreement, the termination of the Executive's
employment hereunder shall be deemed to have been for Good Cause only if the
termination of the Executive's employment shall have been the result of (a) an
act or acts of dishonesty by Executive which the Board of Directors reasonably
believes constitute a felony which result directly or indirectly in gain to or
personal
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enrichment of the Executive at the Company's expense, or (b) an act or acts by
Executive which the Board of Directors reasonably believes constitute a felony
and as a result of which the continued employment of executive by the Company
will have an adverse effect on the Company's business.
8. Termination of Executive Employment by Executive.
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The Executive may terminate the Executive's employment by the Company at any
time, and in such event, unless prior to giving his notice Executive shall have
received a Notice of Termination for Good Cause the Company shall pay to
Executive the salary due through the date of termination, provided that if
Executive terminates due to a Constructive Termination (as hereinafter defined),
Executive shall be paid the amount calculated in accordance with Section 7(i),
subject in all events to Section 9 hereof.
"Constructive Termination" for purposes of this Agreement means:
(a) a material breach by the Company of the terms and conditions of this
Agreement which if capable of being cured has not been cured within ten (10)
days after Executive has delivered to the Board a written notice specifying in
reasonable detail the facts and circumstances that constitute such breach; or
(b) the assignment to Executive of duties materially inconsistent with his
status as an President and Chief Operating Officer of the Company or a material
adverse diminution in the nature or status of his duties and powers and his
responsibilities in connection with such duties and powers as set forth in
Section 3(a) hereof.
9. Change in Control.
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(a) For purposes hereof a "Section 9 Termination" shall have occurred if
Executive's employment is terminated either (i) by Executive for any reason by
duly notifying the Company of such termination prior to receiving from the
Company a Notice of Termination for Good Cause, if any, or (ii) by the Company
other than for Good Cause, at any time during the period beginning on the 120th
day preceding the occurrence of a Change in Control (hereinafter defined) of the
Company and ending on the second anniversary following the occurrence of a
Change in Control of the Company. For purposes of this Agreement, a "Change in
Control" of the Company shall be deemed to have occurred on the first of any of
the following dates:
(1) The acquisition by any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) (a "Person"), of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty
percent (20%) or more of either (A) the then-outstanding shares of common
stock of the Company (the "Outstanding Company Common Stock") or (B) the
combined voting power of the then-outstanding voting securities of the
Company entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); provided, however, that for
purposes of this Subsection (1), the
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following acquisitions shall not constitute a Change in Control: (A) any
acquisition directly from the Company other than an acquisition by virtue
of the exercise of a conversion privilege unless the security being so
converted was itself acquired directly from the Company, (B) any
acquisition by the Company, (C) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company, or any
corporation controlled by the Company, or (D) any acquisition by any
corporation pursuant to a transaction which complies with clauses (A), (B)
and (C) of Subsection (3) of this Section 9(a);
(2) Within any period of 24 consecutive months, individuals who, as of the
Effective Date, constitute the Board (the "Incumbent Board") cease for any
reason to constitute at least a majority of the Board; provided, however,
that any individual becoming a director subsequent to the date hereof whose
election, or nomination for election, by the Company's stockholders was
approved by a vote of at least a majority of the directors then comprising
the Incumbent Board shall be considered as though such individual were a
member of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an
actual or threatened election contest (as such terms are used in Rule
14a-11 of Regulation 14A promulgated under the Exchange Act) with respect
to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than
the Board;
(3) Consummation of a reorganization, merger or consolidation of the
Company or any direct or indirect subsidiary of the Company or sale or
other disposition of all or substantially all of the assets of the Company
(a "Business Combination"), in each case unless, following, such Business
Combination, (A) all or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities immediately prior to
such Business Combination beneficially own, directly or indirectly, more
than sixty percent (60%) of the then-outstanding shares of common stock and
the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case may
be, of the corporation resulting from such Business Combination (which
shall include for these purposes, without limitation, a corporation which
as a result of such transaction owns the Company or all or substantially
all of the Company's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case may be,
(B) no Person (excluding any corporation resulting from such Business
Combination or any employee benefit plan (or related trust) of the Company
or such corporation resulting from such Business Combination) beneficially
owns, directly or indirectly, twenty percent (20%) or more of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such Business Combination, or the combined
voting power of the then outstanding
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voting securities of such corporation entitled to vote generally in the
election of directors, except to the extent that such ownership existed
with respect to the Company prior to the Business Combination, and (C) at
least a majority of the members of the board of directors of the
corporation resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial agreement, or
of the action of the Board, providing for such Business Combination; or
(4) Approval by the stockholders of the Company of a complete liquidation
or dissolution of the Company other than to a corporation which would
satisfy the requirements of clauses (A), (B) and (C) of Subsection (3) of
this Section 9(a), assuming for this purpose that such liquidation or
dissolution was a Business Combination.
(b) If a Section 9 Termination occurs, then notwithstanding the provisions
of Section 7 and 8 hereof, the Company shall continue to pay to Executive, as
severance compensation, a lump sum payment equal to the present value of the
product of (x) the Severance Pay, multiplied by (y) three, calculated as if this
amount was to be paid out in equal monthly installments over a period of
thirty-six months, and using a discount rate equal to the prime rate of interest
announced by the Company's principal bank, or if it has no such bank, published
in the Wall Street Journal, on the date of termination.
10. Death or Disability of the Executive.
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Executive's employment shall automatically terminate upon the death of the
Executive and, at the option of the Company as determined by the Board of
Directors, upon the Disability (as hereinafter defined) of Executive.
"Disability," as used herein, shall be deemed to have occurred whenever the
Board determines that, in its judgment, Executive has suffered physical or
mental illness, injury or infirmity of such a nature, degree or effect as to
render Executive, for a significant period of time, substantially unable to
perform his duties as delineated in Section 3 hereof. At termination at death or
Disability, the Company shall pay to Executive or his estate all compensation
due and owing through the date of termination.
11. Gross Up for Excise Tax Liability.
---------------------------------
If it shall be determined that any payment or benefit received or to be
received by Executive under this Agreement or any other plan, arrangement or
agreement of the Company or any person whose actions result in a Change in
Control of the Company or any affiliate thereof (all such payments and benefits
a "Payment") would be subject to the excise tax imposed by Section 4999 of the
Code (or any successor provision) (the "Excise Tax"), then the Company shall
make to Executive an additional payment (a "Gross-Up Payment") in an amount
necessary to reimburse Executive, on an after-tax basis, for the Excise Tax and
for any federal, state and local income tax and excise tax (including any
interest and penalties imposed with respect to such taxes) that may be imposed
by reason of the Payment, such that, after the payment of such Excise Tax,
federal, state and local income tax and excise tax (and any interest and
penalties relating thereto), Executive shall retain an amount equal to, the
amount Executive would have
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obtained had the Excise Tax not applied. For purposes of determining the amount
of any Gross-Up Payment, Executive shall be deemed to pay federal, state and
local income taxes at the highest applicable marginal rate of taxation in the
calendar year in which the Gross-Up Payment is to be made. All determinations
required to be made under this Section 11, including whether a Gross-Up Payment
is required and the amount of such Gross-Up Payment shall be made by the
accounting firm regularly retained by the Company immediately prior to the
Change in Control (the "Accounting Firm"), which shall provide detailed
supporting calculations both to the Company and Executive within 15 business
days of the request for such determination. Such request may be made by either
party hereto. The Company shall pay the fees and expenses of the Accounting Firm
in connection with any determinations hereunder. The Gross-Up Payment shall be
paid by the Company within 10 days of the Accounting Firm's determination of the
amount thereof. If no determination is made by the Accounting Firm, Executive
may select a nationally known accounting firm to determine the amount of the
Gross-Up Payment hereunder, which Gross-Up Payment shall be paid by the Company
within 10 days of such accounting firm's determination of such amount.
12. Non-Compete.
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Executive hereby agrees that for a period of six months after the date of
termination of this Agreement for any reason other than expiration of the term
Executive shall not, directly or indirectly, as employee, agent, consultant,
stockholder, director or co-partner or in any other individual or representative
capacity, own, operate, manage, control, invest in or participate in any manner
in, act as a consultant or advisor to, render services for (alone or in
association with any person, firm, corporation or entity) or otherwise assist
any entity that is in direct competition with the Company on the date of such
termination (each, a "Competitor"); provided, however, that nothing contained
herein shall be construed to prevent Executive from investing in the stock of a
Competitor, but only if Executive is not involved in the business of such
Competitor and if Executive and his associates (as such term is defined in
Regulation 14(A) promulgated under the Securities Exchange Act of 1934, as in
effect on the date hereof), collectively, do not own more than an aggregate of
five (5%) percent of the stock of such Competitor.
13. Mitigation of Amounts Payable Under Sections 7, 8, 9 and 11.
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Executive shall not be required to mitigate the amount of any payment
provided for pursuant to Sections 7, 8, 9 and 11 of this Agreement by seeking
other employment or otherwise, and, further, any payment or benefit to be
provided to Executive pursuant to this Agreement shall not be reduced by any
compensation or other amount earned or collected by Executive at any time before
or after the termination of Executive Employment hereunder.
14. Miscellaneous.
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Any notice or other communication required or permitted hereunder shall be
in writing and shall be deemed given when delivered in person to the following
addresses:
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(i) if to the Company, to:
divine, inc.
0000 Xxxxxxxxxxx Xxxx, Xxxxx 000
Xxxxx, XX 00000
Attn: General Counsel
(ii) If to Executive to:
The Address Set forth on Exhibit A-Executive's Principal Address
Any party may change its address for notice hereunder by notice to the
other party hereto in accordance with this Section 14.
(b) Governing Law. The parties agree that this Agreement shall be construed
and governed in accordance with the laws of the State of Illinois applicable to
agreements made and to be performed entirely within such state.
(c) Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, legal representatives,
executors, administrators, successors and assigns. Any successor shall
automatically succeed to the obligations of the Company under this Agreement,
including the obligations set forth in Sections 7, 8, 9 and 11 of this
Agreement; provided that the Company shall remain liable under this Agreement in
such event.
(d) Counterparts. This Agreement may be executed simultaneously in one or
more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
(e) Entire Agreement. This Agreement represents the entire agreement and
understanding of the parties hereto with respect to the matters set forth
herein. This Agreement supersedes all prior negotiations, discussions,
correspondence, communications, understandings and agreements between the
parties, written or oral, relating to the subject matter of this Agreement. This
Agreement may be amended, superseded, canceled, renewed or extended, and the
terms hereof may be waived, only by a written instrument signed by the parties
hereto or, in the case of a waiver, by the party waiving compliance.
(f) Waivers. No delay on the part of any party in exercising any right,
power or privilege hereunder shall operate as a waiver thereof, nor shall any
waiver on the part of any party of any such right, power or privilege hereunder,
nor any single or partial exercise of any right, power or privilege hereunder,
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege hereunder.
(g) Headings. The headings in this Agreement are inserted for convenience
only and are not to be considered in the interpretation or construction of the
provisions hereof.
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(h) Arbitration.
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(1) Employee and Company agree that any legal or equitable claim or
controversy arising out of or relating to Employee's employment shall be
subject to and settled by binding arbitration in accordance with the
Federal Arbitration Act and the National Rules for the Resolution of
Employment Disputes of the American Arbitration Association which are then
in effect, or such other rules as the parties agree upon. The arbitration
shall be conducted in Chicago, Illinois, or such other city as the parties
agree upon, and the arbitral tribunal shall consist of a single arbitrator.
Without limiting the generality of the foregoing sentence, the claims to
which this provision shall apply include, but are not limited to: (i) any
claims arising out of or related to this Employment Agreement or breach
thereof; (ii) any claims arising under any federal, state, or local statute
or the common law of any state, regarding compensation or employee
benefits, or discrimination, retaliation, harassment, or denial of equal
employment opportunity based on sex, race, color, religion, national
origin, disability, age, marital status, or any other category protected by
law; (iii) any claims arising under the common law of the United States or
any state relating to Employee's employment with Company, including without
limitation claims alleging breach of contract, negligence, defamation,
public policy tort, infliction of emotional distress, fraud, or
misrepresentation; or (iv) any civil claims that Company may have against
Employee relating to Employee's employment with Company. This provision
shall not apply to: (1) any claim by Employee for workers' compensation
benefits or unemployment compensation benefits; or (2) any claim by Company
for injunctive or equitable relief, including without limitation claims
related to unauthorized disclosure of confidential information, trade
secrets, intellectual property, or unfair competition. Employee and Company
expressly waive any right to resolve any dispute covered by this provision
by filing suit in court for trial by a judge or jury.
(2) Employee or Company shall invoke arbitration by delivering a written
demand for arbitration to the other party within the applicable statute of
limitations which governs the asserted claim. The costs of arbitration,
including the fees and expenses of the arbitrators, shall be paid by the
Company, or if the Company desires as determined by the arbitrator. All
aspects of the arbitration process, including discovery, the hearing, and
the record of the proceeding, are confidential and shall not be open or
disclosed to any third party or the public. Any party to a decision
rendered in such arbitration proceeding may seek an order enforcing such
decision by any court having jurisdiction.
(i) No Strict Construction. The language used in this Agreement will be
deemed to be the language chosen by the Executive and the Company to express
their mutual intent, and no rule of strict construction will be applied against
the Executive or Company.
(j) Legal Expenses. The Executive shall be entitled to recover any expenses
for attorneys' fees and disbursements incurred by him in connection with
enforcing his rights under this Agreement; provided, however, that in the event
of a dispute relating hereto following a Change in Control, the Company shall
advance the attorneys' fees and disbursements incurred by the Executive in
connection with enforcing his rights under this Agreement.
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IN WITNESS WHEREOF, the Company and Executive have signed this
Agreement as of the day and year first above written.
THE COMPANY: EXECUTIVE:
DIVINE, INC.
By: /s/ Xxxx Xxxxxxxx /s/ Xxxx Xxxxxxxxxx
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Xxxx Xxxxxxxx Xxxx Xxxxxxxxxx
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EXHIBIT A
