▇▇▇▇▇ ▇▇▇▇▇▇
January 15, 1999
Page 1
January 15, 1999
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇▇▇▇:
This letter agreement (the "Agreement") confirms the agreement that we
have reached regarding the termination of your employment from Primix
Solutions Inc. (the "Company"). The purpose of this Agreement is to establish
an amicable arrangement for ending your employment relationship, to release
the Company from any claims that you may have against it or any related
companies, to release you from any claims that the Company or any related
companies may have against you, and to permit you to receive separation pay
and related benefits.
With those understandings and in exchange for the promises of you and
the Company set forth below, you and the Company agree as follows:
1. TERMINATION
Your employment with the Company will terminate effective February 15,
1999 (the "Termination Date"). To the extent that the Company has not already
done so, the Company shall pay to you on the Termination Date all base salary
accrued to and including the Termination Date and 1.25 days of vacation pay,
constituting all accrued but unused vacation pay due to you to and including
the Termination Date.
2. SEVERANCE PAY
The Company shall mail a check to you in the amount of $120,000.00, less
applicable taxes and withholdings the Company determines to be required for
tax purposes. The check shall be made payable to you. The Company shall mail
the check within five (5) business days of February 15, 1999.
▇▇▇▇▇ ▇▇▇▇▇▇
January 15, 1999
Page 2
3. BENEFITS
Your eligibility to participate in the Company's health and dental plans
ceases on or after the Termination Date in accordance with the terms and
conditions of each of the health and dental plans, subject to your rights to
continue certain benefits in accordance with and subject to the law known as
COBRA. The Company agrees to pay all COBRA payments for the period beginning
on February 15, 1999 and concluding on October 15, 1999. You will be notified
of your rights under COBRA within thirty (30) days after the Termination Date.
4. CONSULTING FEES
Beginning on February 16, 1999, the Company and you agree that the Company
will be obligated to pay you for two months of consulting fees, at a rate of
$20,000 per month. The fees will be paid to you in the lump sum of $40,000,
less applicable taxes and withholdings the Company determines to be required
for tax purposes. The Company shall mail the check within five (5) business
days of February 15, 1999. The consulting fees paid to you will be
non-refundable, unless you materially breach the terms of this agreement. The
scope of services rendered shall be agreed upon between you and ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, the Company's Chairman and Chief Executive Officer. You will have
no obligation to perform consulting services to the Company under this
agreement. Your election to not perform consulting services under this
agreement does not release the Company from its obligation to pay the
consulting fees as defined herein.
5. EXPENSE REIMBURSEMENT
The Company shall reimburse you for any job-related expenses you incurred
through the Termination Date or as a result of consulting work you perform for
the Company, consistent with the Company's expense reimbursement policy. In
order to receive reimbursement for any such expenses, you must submit any and
all expense reports in writing to ▇▇▇▇▇ ▇▇▇▇▇▇▇, Chief Financial Officer
prior to May 15, 1999.
6. CLAIMS
You on the one hand and the Company and any of its affiliates,
subsidiaries, predecessors, successors, and assigns of each of them, and the
current and former officers, directors, employees and agents of each of the
foregoing (any and all of which are referred to as the "Company and its
Related Parties") on the other hand agree voluntarily to release and
discharge each other generally from all charges, complaints, claims,
promises, agreements, causes of action, damages, and debts of any nature
whatsoever, known or unknown, up to the date of this Agreement, which either
you or the Company and its Related Parties have, claim
▇▇▇▇▇ ▇▇▇▇▇▇
January 15, 1999
Page 3
to have, ever had, or ever claimed to have had against the other.
Notwithstanding anything in the preceding sentence to the contrary, this
mutual general release shall not be construed to limit your right to enforce
this Agreement.
7. STOCK OPTIONS
You acknowledge and agree that none of the Stock Options granted to
you pursuant to March 13, 1998 Incentive Stock Option Agreement and March 13,
1998 Non-Qualified Stock Option Agreement entered into between you and the
Company have vested as of the Termination Date. The Stock Options therefore
terminated as of the Termination Date. You do not have any claim or
entitlement to the Company's stock.
8. NOTICES, ACKNOWLEDGMENTS AND OTHER TERMS
You are advised to consult with an attorney before signing this
Agreement.
This Agreement is the entire agreement between you and the Company and,
with the exception of the March 23, 1998 Employee Agreement, all previous
agreements, or promises between you and the Company are superseded, null, and
void.
You acknowledge that you have been given the opportunity, if you so desired,
to consider this Agreement for twenty-one (21) days before executing it. If
not signed by you and returned to me so that I receive it within twenty-one
(21) days of your receipt of the Agreement, this Agreement will no be valid.
In the event that you execute and return this Agreement within less than
twenty-one (21) days or the date of its delivery to you, you acknowledge that
such decision was entirely voluntary and that you had the opportunity to
consider this Agreement for the entire twenty-one (21) day period. The
Company acknowledges that for a period of seven (7) days from the date of the
execution of this Agreement (the "Revocation Period"), you shall retain the
right to revoke this Agreement by written notice that I receive before the
end of such period. Provided that this Agreement is not revoked pursuant to
the preceding sentence, you and the Company agree that this Agreement shall
become effective and enforceable on the date immediately following the last
day of the Revocation Period (the "Effective Date").
By signing this Agreement, you acknowledge that you are doing so
voluntarily. You also acknowledge that you are not relying on any
representations by me or any other representative of the Company concerning
the meaning of any aspect of this Agreement.
In the event of any dispute, this Agreement will be construed as a
whole, will be interpreted in accordance with its fair meaning, and will not
be construed strictly for or against either you or the Company. The law of
Massachusetts will govern any dispute about this Agreement, including any
interpretation or enforcement of this Agreement, without giving effect to the
conflict of laws provisions of Massachusetts law. In the event that any
provision or portion of a provision of this Agreement shall be determined to
be unenforceable, the
▇▇▇▇▇ ▇▇▇▇▇▇
January 15, 1999
Page 4
remainder of this Agreement shall be enforced to the fullest extent possible
as if such provision or portion of a provision were not included. This
Agreement may be modified only by a written agreement signed by you and an
authorized representative of the Company.
If you agree to these terms, please sign and date below and return this
Agreement to me within the time limitation set forth above.
Sincerely,
PRIMIX SOLUTIONS, INC
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------
Accepted and agreed to: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
Chairman & Chief Executive Officer
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1.15.99
------------------- --------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Date