EXHIBIT 10.20
AGREEMENT AND RELEASE
This Agreement and Release ("Agreement") is dated as of June 13, 2000
between OnHealth Network Company ("OnHealth") and Xxxxxxx X. Xxxxxxx
("Xxxxxxx").
RECITALS
OnHealth has employed Xxxxxxx as General Manager. Xxxxxxx has announced
her intention to resign from OnHealth to assume a management position with a
competitor of OnHealth. This Agreement is intended to provide Xxxxxxx with
specified benefits in exchange for her release of claims and agreement to
compete with OnHealth in a fair and appropriate manner.
AGREEMENTS
NOW, THEREFORE, in consideration of Xxxxxxx'x receipt of benefits under
this Agreement and the other mutual covenants in this Agreement, the parties
agree as follows:
1. XXXXXXX'X RESIGNATION. Xxxxxxx'x employment with OnHealth shall end
on June 13, 2000. On June 13, 2000, Xxxxxxx will receive payment for all salary
and accrued but unused vacation time. Xxxxxxx'x medical, dental, vision and life
insurance will end on June 30, 2000, while her short-term and long-term
disability coverage will end on June 13, 2000.
2. XXXXXXX'X BENEFITS. Xxxxxxx shall receive the following
benefits:
a. BONUS. On June 13, 2000, Xxxxxxx will receive a bonus of
$50,000.
b. INSURED BENEFITS. If Xxxxxxx elects to continue her health
insurance coverage through COBRA, OnHealth will pay the premiums until the
sooner of (i) Xxxxxxx'x coverage through another employer, and (ii) May 30,
2001.
Xxxxxxx recognizes that Paragraph 2 provides benefits beyond which she otherwise
was not entitled.
3. TRANSITION OF XXXXXXX'X DUTIES. Before her resignation, Xxxxxxx
shall assist OnHealth in transitioning her duties to other OnHealth personnel.
For the two (2) weeks after her resignation, Xxxxxxx shall be available on
reasonable notice to answer questions and further assist in transitioning her
duties. Such duties will require no more than seven (7) hours per week.
4. CONFIDENTIALITY.
a. "Confidential Information" means all not publicly disclosed
information, and all documents and other tangible things which record it,
relating to or used in OnHealth's business, whether or not a "trade secret",
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which is not generally known to OnHealth's competitors and was disclosed to or
developed by Xxxxxxx as a result of employment with OnHealth. Confidential
Information includes the following especially sensitive, not publicly disclosed
information: (i) OnHealth's marketing plans and strategies; (ii) OnHealth's
finances; (iii) OnHealth's software and business records.
x. Xxxxxxx represents that as of June 13, 2000 she has
surrendered to OnHealth, without retaining copies, all tangible things that are
or contain Confidential Information. Xxxxxxx also has returned all files,
correspondence, memoranda, computer software and printouts, work papers, files,
client lists, and other tangible things that OnHealth gave to Xxxxxxx, or that
Xxxxxxx created in whole or part within the scope of her employment, even if
they do not contain Confidential Information.
5. RESTRICTIVE COVENANTS. Beginning on June 13, 2000, Xxxxxxx shall not
(i) for a period of six (6) months hire or otherwise engage any person employed
by OnHealth to perform services for Xxxxxxx or her employer; (ii) for a period
of twelve (12) months solicit any person employed by OnHealth to perform
services for Xxxxxxx or her employer or any other person or entity; (iii) for a
period of twelve (12) months persuade or attempt to persuade Cleveland Clinic to
alter or discontinue its relationship with OnHealth.
6. RELEASE.
x. Xxxxxxx represents that she has no pending complaints,
charges or lawsuits relating to employment with OnHealth.
b. On behalf of her marital community, if any, Xxxxxxx hereby
forever and completely GIVES UP, WAIVES, DISCHARGES, and RELEASES OnHealth, any
affiliated companies (including Healtheon/WebMD), and OnHealth's and its
affiliated companies' officers, directors, employees, successors, assigns,
representatives and agents (collectively, "OnHealth Parties") from any claim,
liability, cause of action, damage or charge Xxxxxxx has or may have had against
any of them which is related to or arises out of anything occurring before
Xxxxxxx signs this Agreement. This includes, but is not limited to, anything
RELATED TO XXXXXXX'X EMPLOYMENT OR SEPARATION FROM EMPLOYMENT. Xxxxxxx also
promises that she will never file or press or join in any claim, charge,
complaint or lawsuit based on any such thing. However, this release shall not be
construed to prevent Xxxxxxx from (i) filing a lawsuit for the sole purpose of
enforcing her rights under this Agreement; (ii) bringing before any
administrative agency matters for which such agencies have jurisdiction; (iii)
filing a lawsuit based upon events, acts or omissions occurring after the
execution of this Agreement.
7. CONFIDENTIALITY. Xxxxxxx shall not disclose the existence or terms
of this Agreement to any person except her attorney, accountant and immediate
family. In addition, neither Xxxxxxx nor her future employer shall announce or
publicly disclose or imply that Xxxxxxx will be leaving OnHealth or joining any
other employer until the sooner of (i) June 16, 2000; and (ii) OnHealth's public
disclosure of Xxxxxxx'x resignation. Xxxxxxx will have the right to approve
OnHealth's press release about her resignation, such approval to be provided
within twelve (12) hours of being supplied to her, and such approval not to be
unreasonably withheld.
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8. REMEDIES. Xxxxxxx acknowledges that OnHealth would be greatly
injured by, and would have no adequate remedy at law for, Xxxxxxx'x breach of
Paragraph 3, 4, 5, 6 or 7. Xxxxxxx therefore consents that if such breach occurs
or is threatened, OnHealth may, in addition to all other remedies, enjoin
Xxxxxxx (together with all persons acting in concert with her) from such breach
or threatened breach. In any lawsuit arising out of or relating to this
Agreement, the prevailing party shall recover reasonable her or its costs and
reasonable attorneys' fees.
9. ASSIGNMENT. OnHealth may assign rights and duties under this
Agreement, but Xxxxxxx may not. This Agreement shall bind Xxxxxxx'x heirs and
personal representatives, and inure to the benefit of OnHealth and its
successors and/or assigns.
10. CONTROLLING LAW/FORUM. Washington law shall govern this Agreement.
Subject to Paragraph 10, for any claim or cause of action arising under this
Agreement, OnHealth and Xxxxxxx consent to the exclusive jurisdiction of any
state or federal court within Seattle, Washington, and waive any objection based
on jurisdiction or venue, including FORUM NON CONVENIENS.
11. MISCELLANEOUS. This Agreement is the entire agreement between the
parties on its subject matters, and supersedes all prior and contemporaneous
discussions and understandings. No waiver, modification or termination of any
term of this Agreement shall be effective unless in writing and signed by all
parties. The provisions of this Agreement are severable, and if any part of the
Agreement is found to be unenforceable, the remainder of the Agreement shall
remain fully valid and enforceable.
12. ACKNOWLEDGEMENT. Xxxxxxx acknowledges that she has reviewed this
Agreement with an attorney. Xxxxxxx signs this Agreement of her own free will
and based upon her own judgment and decision.
XXXXXXX X. XXXXXXX ONHEALTH NETWORK COMPANY
\s\ XXXXXXX X. XXXXXXX By \S\ XXX XXXXXXX
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Its COO
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