EXHIBIT 10.32
XXXXX ONLINE, INC.
00 XXXXXXXXXX XXXXXX,
XXXXXXX, XXXXXXXXXXX 00000
March 21, 2002
Xxxxxx X. Xxxxx
c/o Financial Insight Systems, Inc.
00000 Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Dear Xx. Xxxxx:
Reference is hereby made to that certain Employment Agreement by and
among Xxxxxx X. Xxxxx, Xx. (the "Executive"), XXXXX Online, Inc. (the "Company")
and Financial Insight Systems, Inc. (f/k/a FIS Acquisition Corp.) ("FIS") dated
October 1, 2000 (the "Employment Agreement"). This letter ("Agreement") shall
confirm our understanding of various matters between the Executive and the
Company as follows:
The Executive hereby resigns from all executive offices held with the
Company and FIS, the Company's wholly-owned subsidiary, effective as of the date
hereof. The Executive's full-time employment with the Company shall terminate as
of the close of business on March 30, 2002. Nevertheless, the Executive shall
continue to be an employee of the Company and shall devote one (1) day per week
(at the offices of FIS) during the period commencing April 1, 2002 and ending on
October 5, 2002 (the "Transition Period") in furtherance of the business affairs
of the Company. Additionally, during the Transition Period, the Executive shall
make himself available to the Company on a reasonable as-needed basis to assist
the Company in connection with meeting with prospective customers. The Executive
shall continue to receive his present salary and benefits throughout the
Transition Period, except the last week ending on October 5, 2002 when he shall
be paid for only one day of such week. All stock options of the Company held by
the Executive shall be governed by the existing stock option plan(s) of the
Company in accordance with their terms. The Company shall as of the date hereof
provide the Executive with evidence that he has been released (i) from any and
all individual liability that the Executive may have pursuant to that certain
Letter of Credit dated April 19, 2000 between Potomic Valley Bank and the
Executive and (ii) as a guarantor from those certain leases for office space at
00000 Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx and 000 Xxxxxxxx Xxxx Xxxx,
Xxxxx 000 Xxxxxx Xxxxx, Xxxxxxxx. The Executive shall have the right to remove,
at any time during the Transition Period, those personal items located at 00000
Xxxxxxxxx Xxxx; Xxxxx 000, Xxxxxxxxx, XX 00000, listed on Exhibit A hereto.
Additionally, the Executive knowingly and voluntarily releases and
forever discharges the Company and any of their direct or indirect parents,
subsidiaries, affiliates and related
entities, or the present or former employees, officers, agents, directors,
attorneys or representatives of any of them and their respective successors and
assigns, and any of the foregoing in their capacity as a shareholder or agent of
the Company (collectively, "Releasees") from any and all claims, charges,
complaints, promises, agreements, controversies, liens, demands, causes of
action, obligations, damages and liabilities of any nature whatsoever, known or
unknown, suspected or unsuspected, which against them the Executive or his
executors, administrators, successors or assigns ever had, now have, or may
hereafter claim to have against any of the Releasees by reason of any matter,
cause or thing whatsoever arising on or before the date hereof and whether or
not previously asserted before any state or federal court or before any state or
federal agency or governmental entity, but which relate to, and only to, any
rights or claims relating in any way to the Executive's employment relationship
with the Company or any of the Releasees (the "Employment Relationship")
including any rights or claims arising under any statute or regulation,
including the Age Discrimination in Employment Act of 1967, Title VII of the
Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with
Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974,
and the Family Medical Leave Act of 1993, each as amended, or any other federal,
state or local law, regulation, ordinance or common law, or under any policy,
agreement, understanding or promise, whether written or oral, formal or
informal, between any of the Releasees and the Executive relating to the
Employment Relationship.
Moreover, the Company, on its behalf and on behalf of its affiliates
and their officers and directors, agents, employees, successors and assigns
(solely in their capacity as officers or directors of the Company) hereby
knowingly and voluntarily releases and forever discharges the Executive and his
successors, heirs, beneficiaries or assigns (the "Executive Released Parties")
from any and all claims, charges, complaints, promises, agreements,
controversies, liens, demands, causes of action, obligations, damages and
liabilities of any nature whatsoever that it had, now has, or may hereafter
claim to have against the Executive Released Parties arising out of or relating
in any way to any matter, cause or thing whatsoever arising on or before the
date hereof and whether or not previously asserted before any state or federal
court or before any state or federal agency or governmental entity which relate
to but only to the Employment Relationship.
Nothing herein shall be deemed to release any of the Executive's or the
Company's respective rights and obligations under this Agreement, continuing
rights and obligations and covenants under the Employment Agreement (including
without limitation any post-termination rights and obligations thereunder) or in
connection with the restructuring of certain indebtedness in favor of the
Executive as evidenced by an Amended and Restated Note and a Security Agreement
dated as of the date above. By signing below, however, Executive agrees on
behalf of himself and as Agent for the other holders of the notes referenced in
the Security Agreement (other than that issued to Xxxxxxxx Delta) that such
Amended and Restated Notes replaces promissory notes previously issued to such
holders.
Except as otherwise set forth herein, the Employment Agreement shall
remain in full force and effect.
Please acknowledge your agreement with the foregoing by executing in
the place provided below.
Very truly yours,
XXXXX Online, Inc.
By: /s/ Xxx Xxx
Name: Xxx Xxx
Title: President
Financial Insight Systems, Inc.
By: /s/ Xxx Xxx
Name: Xxx Xxx
Title: Vice President
Accepted and agreed this 21st day of March, 2002
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
EXHIBIT A
1. All furniture in the office of Xxxxxx Xxxxx.
2. All wall hangings in the office of Xxxxxx Xxxxx
3. One wall hanging (print) in Xxxx Xxxx'x office.
4. One poster in Timo's office.
5. Two wall hangings (prints) in the hallway outside my office.
