Exhibit 10.6.3
SEPARATION AGREEMENT AND GENERAL RELEASE
AGREEMENT made this 2nd day of November 2004, by and between InteliData
Technologies Corporation ("INTELIDATA") and Xxxxxx X. Xxxxxxx ("Employee").
WHEREAS, INTELIDATA and Employee are parties to an "Employment and
Non-Competition Agreement, dated December 17, 1997, as amended June 14, 1999
(the "Employment Agreement"), and mutually desire to reach an agreement as to
the rights, benefits and obligations of INTELIDATA and Employee concerning
Employee's employment with INTELIDATA and the separation from employment, the
parties agree as follows:
1. Separation Date. Employee's last day of employment shall be November 5,
2004 (the "Separation Date"). No additional leave accrual shall occur after
the Separation Date. No additional stock option vesting shall occur after
the Separation Date. All vested stock options held by Employee must be
exercised in accordance with the terms of the option agreement for such
option grant.
2. Severance Benefits and Consideration. In consideration of the General
Release and Waiver set forth in Paragraph 3, below, and Employee's
agreement to continue employment through the Separation Date, INTELIDATA
agrees to provide Employee the compensation and benefits (the "Severance
Benefits") set forth below:
a. Any salary payments earned up to the Separation Date shall be paid on
INTELIDATA's normal pay period for such payments.
b. Accrued vacation pay through the Separation Date shall be paid within
fourteen days of the Separation date.
c. In accordance with Section 3.2(d)(iii) of the Employment Agreement,
Employee shall be paid a lump sum payment of $50,000 (subject to
customary withholdings). Such payment shall be made within fourteen
days of the Separation date.
The Severance Benefits, including continuation of employment through the
Separation Date, shall be the sole consideration due from INTELIDATA to
Employee relating to Employee's employment with INTELIDATA and the
separation from employment and the General Release and Waiver in Paragraph
3, below. Employee understands that by offering this Severance Benefit and
entering into this Agreement, INTELIDATA does not admit liability for any
wrongful or unlawful act in connection either with Employee's separation
from employment or with making this offer.
3. Employee General Release and Waiver. Employee voluntarily and knowingly
executes this General Release and Waiver in consideration of the
compensation and benefits set forth in Paragraph 2 above. With the
intention of binding Employee, Employee's heirs, and Employee's personal
and/or legal representatives, successors, and assigns, Employee does hereby
waive, release, and forever discharge INTELIDATA and/or its successors,
assigns, subsidiaries, including, without limitation, Home Account
Holdings, Inc. and Home Account Network, Inc., affiliated or related
entities, and/or its owners, officers, employees, directors, agents, and
representatives ("INTELIDATA and its Affiliates") of all charges,
complaints, causes of action, and claims of any kind, including but not
limited to claims under Title VII of the Civil Rights Act of 1964, the
Civil Rights Act of 1991, the Americans with Disabilities Act, the
Rehabilitations Act of 1973, WARN Act, any other federal, state or local
law prohibiting discrimination on account of Employee's race, color, sex,
marital status, national origin or any disability Employee may have, for
wrongful termination and any or common law, for back pay, overtime wages,
front pay, lost benefits, compensatory damages, liquidated damages,
punitive damages, attorneys' fees and costs, or any other damages arising
from events, acts, or omissions which occurred prior to the date the
Employee executes this Agreement, whether such claims are presently known
or here after discovered. This release of claims includes but is not
limited to: 1) any claims the Employee may have arising from the terms and
conditions of employment by INTELIDATA and its Affiliates, its
subsidiaries, or termination from employment, 2) any claim for reemployment
or reinstatement with INTELIDATA and its Affiliates; and 3) any claims for
attorney's fees, settlement costs, or any other costs incurred by Employee
in connection with this Agreement.
This waiver does not apply to any rights or claims that relate to events
that may occur after the date this Agreement is effective.
4. Period for Revocation. With respect to the General Release and Waiver in
paragraph 3, Employee agrees and understands that Employee is specifically
releasing all claims under the Age Discrimination in Employment Act (ADEA),
as amended, 29 U.S.C. Section 621 et seq. Employee states that his waiver
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of ADEA claims is knowing and voluntary, and he understands that he is
forever releasing INTELIDATA and its Affiliates and covenanting not to xxx
with respect to such claims. Employee further acknowledges that Employee
has had, or waives his right to have, at least twenty-one (21) days to
consider this Agreement and to waive and release any claims he might have
against INTELIDATA and its Affiliates, including claims under the ADEA.
This Agreement shall become effective and enforceable seven (7) days after
the date it is executed, and Employee understands that he has the right to
review it with an attorney of his choice and to revoke this Agreement at
any time within that seven (7) day period. If Employee elects to revoke
this Agreement within this seven-day period, Employee must do so by
delivering a written notice of revocation to the INTELIDATA CEO no later
than 5:00 p.m. on the seventh day after Employee has signed the Agreement.
If Employee revokes this Agreement pursuant to this Paragraph and
INTELIDATA has already made the payment under Paragraph 2(d), Employee
agrees to refund the entire amount of that payment to INTELIDATA by
certified check within forty-eight (48) hours of revocation.
5. Employment Agreement. The "Employee Confidentiality and Non-Disclosure
Agreement" Employee entered into effective as of May 3, 1995 shall survive
the Separation Date and Employee's termination of employment. The
Employment Agreement shall terminate on the Separation; provided however,
the provisions of Sections 4 and 5 of the Employment Agreement regarding
"Non-Competition, Non-Hire, Non-Disparagement" and "Confidentiality" shall
survive termination in accordance with their terms.
6. No Employee Assignment. This Agreement may not be assigned, in whole or in
part, by Employee and shall fully bind, and inure to the benefit of, the
heirs, successors and representatives of the parties.
7. Acknowledgment. Employee acknowledges that Employee has read and
understands the Agreement and executes it voluntarily and without coercion.
Employee further acknowledges that Employee is hereby advised of Employee's
right to consult with an attorney of Employee's choice at Employee's own
expense prior to executing this Agreement. Finally, Employee acknowledges
and agrees that the payments and promises reflected in this Agreement
constitute good and sufficient consideration for the foregoing waiver and
release, as well as the other promises made herein, and exceed anything of
value to which Employee is owed by INTELIDATA.
8. Entire Agreement. The Agreement is the final and complete agreement between
the parties as to the subject matter herein, and shall, to the extent it
conflicts with any prior oral or written agreement between the parties,
supercede such prior agreements with the exception of executed
Non-Disclosure/Non-Compete/Confidentiality Agreements and executed Stock
Option Agreements. No modification of this Agreement shall be made unless
in writing and signed by both parties. Neither party shall disclose the
contents of this Agreement to any third party, except as may be required by
law. This Agreement shall be governed by the laws of the State of Virginia.
EMPLOYEE INTELIDATA TECHNOLOGIES CORPORATION
/s/ Xxxxxx X. Wergely BY: /s/ Xxxxxx X. Xxxxxxxx, Xx.
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Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxxx, Xx.
Chief Executive Officer
11/2/04 11/2/04
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Date Date
