NETWORK IMAGING CORPORATION
Network Imaging Corporation, 000 Xxxxxxx Xxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000
TERMINATION OF CONSULTING AGREEMENT
This Termination of Consulting Agreement ("Agreement") is entered into by
Network Imaging Corporation ("Network Imaging"), Sterling Capital Group, Inc.
("SCG") and Xxxxxx X. Xxxxxxxx, Xx. ("Xx. Xxxxxxxx"). The parties entered into a
Consulting Agreement on February 1, 1994 (the "Consulting Agreement") and have
now agreed to terminate the consulting relationship as of October 1, 1997
("Termination Date"). The parties agree to set forth the terms and conditions
upon which the employment relationship is to be concluded. SCG and Xx. Xxxxxxxx
agree that they have received valuable and sufficient consideration for entering
into this Agreement. The parties agree to the following terms:
1. Termination Date. SCG's termination will be effective as of the Termination
Date.
2. Severance Pay. Network Imaging agrees to pay SCG or its successor $58,500
on October 1, 1997. In addition, Network Imaging shall pay gross severance
pay at the rate of $10,000 per month, beginning on October 1, 1997 and
terminating on December 1, 1998. Network Imaging shall pay SCG an
additional payment of $12,000 on January 1, 1999. Checks will be issued
monthly on or about the first of each month. Additionally, Network Imaging
agrees to sell to Xx. Xxxxxxxx for One Hundred Dollars ($100.00) a warrant
to purchase 100,000 shares of Network Imaging Common Stock for $1.50 per
share (the "Warrants"). The Warrants shall be for a term of five (5) years
and the underlying shares shall have piggyback registration rights
commencing one year after the date of execution of this Agreement.
3. Repricing of Stock Options. As further consideration to execute this
Agreement, Network Imaging agrees to effect the repricing of Xx. Xxxxxxxx'x
existing stock options. Xx. Xxxxxxxx currently holds 1,348,325 options to
purchase Network Imaging Common Stock, and the exercise prices of those
options range from $2.60 to $3.75 (the "Pre-existing Options"). The
Pre-existing options shall be converted, using the Black-Scholes model,
into 755,747 options to purchase shares of Network Imaging Common Stock at
an exercise price of $1.50 per share (the "Post-effective Options"). The
Post-effective Options shall be subject to the vesting schedule of the
stock option plan, and further, notwithstanding the current exercisability
of any of those options, the Post-effective Options shall not be
exercisable for a period of twelve (12) months from the date of execution
of this Agreement. This Section 3 shall be ratified by Network Imaging's
Board of Directors.
4. Agreement to Serve as Assistant Secretary. Xx. Xxxxxxxx agrees to be
employed by Network Imaging as an Assistant Secretary, such employment to be
at an annual salary equal to the net amount sufficient to pay Xx. Xxxxxxxx'x
annual health and dental insurance premiums and to continue through December
31, 2003. Xx. Xxxxxxxx shall receive all health and insurance benefits
afforded to Network Imaging employees while employed as an assistant
secretary.
5. Survival of Certain Provisions of the Consulting Agreement. The parties
herein agree that Sections 9 and 10 shall survive for a period of twelve
(12) months from the date of execution of this Agreement.
6. Acknowledgment of Understanding. YOU AGREE THAT YOU HAVE READ AND FULLY
UNDERSTAND AND AGREE WITH THE TERMS OF THIS AGREEMENT AND THAT YOU HAVE NOT
BEEN COERCED IN ANY MANNER WITH REGARD TO THIS AGREEMENT, AND HAVE AGREED TO
THESE TERMS AFTER FULL AND FAIR NEGOTIATION.
This Agreement is agreed to and accepted by:
XXXXXX X. XXXXXXXX, XX. and
STERLING CAPITAL GROUP, INC.: NETWORK IMAGING CORPORATION:
By:_____________________________ By:__________________________
Signature Signature
Print Name: Print Name:
Date: Title:
Date:
