Exhibit 10.14
SEVERANCE AGREEMENT
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AGREEMENT, dated as of [Date] by and between Workgroup Technology
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Corporation (the "Company") and [Employee Name] (the "Employee").
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WHEREAS, the Employee is the [Title] for the Company and has made and is
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expected to continue to make major contributions to the Company;
WHEREAS, the Company desires continuity of management; and
WHEREAS, the Employee is willing to continue to render services to the
Company subject to the conditions set forth in this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and the Employee agree
as follows:
1. Term of Agreement.
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The period during which this Agreement shall be in effect (the "Term")
shall commence as of the date hereof and shall expire on the earlier of the
death, physical incapacity or mental incompetence of the Employee.
2. Severance Pay.
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(a) If, during the Term of this Agreement, the Company terminates the
Employee's employment with the Company without "Cause" (as such term is defined
below) or the Employee terminates his employment with the Company for "Good
Reason" (as such term is defined below), the Company shall:
(1) pay to Employee severance pay at the Employee's then current base
salary (the "Severance Payments") for the lesser of (i) six months or
(ii) until the date the Employee commences subsequent employment (the
"Severance Period") (such Severance Payments to commence on the next
regularly scheduled pay date following the Effective Date of the
"Release" referred to below; "Effective Date" shall have the meaning
ascribed to it in the Release).
(2) during the Severance Period, continue to pay its contribution to the
Employee's health and dental insurance coverage on the same terms and
conditions as are available to all employees and Employee shall be
responsible for any contribution required from active employees for
said health and dental insurance coverage. The last day of the
Employee's employment shall be the date of the "qualifying event"
under the Consolidated Omnibus Budget Reconciliation Act of 1985.
However, the Company's obligation to provide any of the amounts and benefits
hereunder shall be subject to, and conditioned upon, the Employee's execution of
a full release of claims (the "Release") satisfactory to the Company,
substantially in the form of Exhibit A hereto, releasing the Company and its
employees and agents from any claims arising from or related to the
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Employee's employment or severance from employment with the Company, including
any claims arising from this Agreement.
(b) For purposes hereof, "Cause" shall mean: (1) the substantial,
continuing and willful failure of the Employee to render services to the Company
in accordance with his assigned duties, which materially and adversely affects
the business, prospects, financial condition, operations, property or affairs of
the Company; (2) the commission of the Employee of a felony, either in
connection with the performance of his obligations to the Company or which
adversely affects the Employee's ability to perform such obligations; (3) gross
negligence, dishonesty, breach of fiduciary duty or breach of any
confidentiality, non-competition or developments agreement in favor of the
Company; (4) the commission by the Employee of an act of fraud or embezzlement
which results in loss, damage or injury to the Company, whether directly or
indirectly; or (5) death or disability of the Employee.
(c) For purposes hereof, "Good Reason" shall mean: (1) the assignment to
the Employee of any duties inconsistent in any adverse, material respect with
his position, authority, duties or responsibilities or any other action by the
Company which results in a material diminution in such position, authority,
duties or responsibilities; (2) a material reduction in the Employee's base or
incentive compensation or the termination of the Employee's rights to any
employee benefits or a reduction in scope or value thereof; or (3) a relocation
of the Employee's place of business which results in the one-way commuting
distance for the Employee to be increased by at least 20 miles and the total
one-way commuting distance for the Employee to exceed 35 miles.
(d) In the event the Employee's employment with the Company is terminated
by the Company for any reason other than without Cause or the Employee
terminates his employment with the Company for any reason other than Good
Reason, the Employee shall not be entitled to any severance benefits or other
considerations described herein. In addition to, and not in limitation of, the
foregoing, the Company's obligations to provide severance and benefits hereunder
shall not apply to any termination of employment which occurs subsequent to the
expiration of the Term of this Agreement.
(e) Nothing in this Agreement shall create any obligation on the part of
the Company or any other person to continue the employment of the Employee. If
the Employee elects to receive the severance and benefits set forth in Section 2
hereof by executing the Release, Employee shall not be entitled to any other
salary continuation, severance or other termination benefits in the event of his
cessation of employment with the Company.
3. Existing Agreements.
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Nothing herein shall affect the Employee's obligations under any non-
competition agreement or any confidentiality agreement between the Company and
the Employee currently in effect or which may be entered into in the future.
4. General Provisions.
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This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts. This Agreement constitutes the entire
Agreement between the
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Employee and the Company concerning the subject matter hereof and supersedes any
prior negotiations, understandings or agreements concerning the subject matter
hereof, whether oral or written, and may be amended or rescinded only upon the
written consent of the Company and the Employee. The invalidity or
unenforceability of any provision of this Agreement shall not affect the other
provisions of this Agreement and this Agreement shall be construed and reformed
to the fullest extent possible. The Employee may not assign any of his rights or
obligations under this Agreement; the rights and obligations of the Company
under this Agreement shall inure to the benefit of, and shall be binding upon,
the successors and assigns of the Company. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above.
Employee Workgroup Technology
Signature:_________________________ Signature:_____________________________
Print Name:_______________________ Print Name:____________________________
Title:_____________________________ Title:_________________________________
Date: ____________________________ Date: ________________________________
