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EXHIBIT 10.12
PROXICOM, INC. EXECUTIVE
SEVERANCE AGREEMENT
This SEVERANCE AGREEMENT (the "Agreement") is dated as of
February 16, 1999, between Proxicom, Inc., (the "Employer"), and Xxxxxxxxxxx
Xxxxxxx (the "Employee"), a resident of Virginia.
WHEREAS, the Employee serves as a Senior Vice President of the
Employer, and in that role has been important in developing and expanding the
business and operations of the Employer and possesses valuable knowledge and
skills with respect to such business; and
WHEREAS, the Board of Directors of the Employer (the "Board")
believes that it is in the best interests of the Employer to encourage the
Employee's continued employment with and dedication to the Employer, including
in the face of potentially distracting circumstances arising from the
possibility of a change in control of the Employer; and
WHEREAS, the Board has adopted a policy which authorizes the
Employer to enter into this Agreement with the Employee; and
WHEREAS, the parties desire to enter into this Agreement
setting forth the terms and conditions for the payment of compensation to the
Employee in the event of a termination of the Employee's employment during the
term of this Agreement;
NOW, THEREFORE, in consideration of the foregoing, the mutual
covenants and agreements of the parties contained herein and other good and
valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto agree as follows:
SECTION 1. TERM. The initial term of this Agreement
shall be for a period commencing on February 16, 1999 and will remain in effect
until terminated or amended by the parties hereto; provided, however, that, in
the event of a Change in Control Event during the initial term of this
Agreement, the term of this Agreement shall be automatically extended, if
necessary, so that this Agreement remains in full force and effect for the
Change in Control Period (as defined in Section 10) and until all payments
required to be made hereunder have been made. This Agreement may be renewed or
amended by written agreement of the parties. References herein to the term of
this Agreement shall include the initial term and any additional period for
which this Agreement is extended or renewed.
SECTION 2. TERMINATION OF EMPLOYMENT OTHER THAN
FOLLOWING A CHANGE IN CONTROL EVENT. Subject to the terms of this Agreement,
the Employee shall be entitled to receive severance payments from the Employer
for services previously rendered to the Employer and its affiliates in the
event the Employee's employment is terminated by the Employer other than for
Cause (as defined in Section 8):
(a) OTHER THAN FOR CAUSE.
If, during the term of this Agreement, but prior to a Change
in Control Event, the Employer terminates the Employee's employment other than
for Cause:
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(i) the Employer shall pay to the Employee the
following amounts:
A. the sum of (1) the Employee's Annual
Base Salary (as defined in Section 7) through the Date of
Termination to the extent not theretofore paid, (2) the
product of (x) the Annual Bonus (as defined in Section 7) and
(y) a fraction, the numerator of which is the number of days
in the current fiscal year through the effective date of
termination of the Employee's employment (the "Date of
Termination"), and the denominator of which is 365, and (3)
any compensation previously deferred by the Employee (together
with any accrued interest or earnings thereon) and any accrued
vacation pay, in each case, to the extent not theretofore
paid, (the sum of the amounts described in clauses (1), (2),
and (3) shall be hereinafter referred to as the "Accrued
Obligations") in a lump sum in cash within 30 days of the Date
of Termination; and
B. an amount equal to the sum of (x)
the Employee's Annual Base Salary and (y) the Annual Bonus, in
substantially equal proportionate installments in accordance
with the Employer's normal payroll practices, commencing with
the first payroll period in the month following the month in
which the Date of Termination occurs, for a period of six
months; and
(ii) for six months after the Date of Termination,
or such longer period as may be provided by the terms of the
appropriate plan, program, practice or policy, the Employer shall
continue benefits to the Employee and/or the Employee's family at
least equal to those which would have been provided to them in
accordance with the welfare benefit plans, practices, policies and
programs provided by the Employer and its affiliated companies
(including, without limitation, medical, prescription, dental,
disability, employee life, group life, accidental death and travel
accident insurance plans and programs) to the extent applicable
generally to other peer employees of the Employer and its affiliated
companies, as if the Employee's employment had not been terminated;
provided, however, that if the Employee becomes reemployed with
another employer and is eligible to receive medical or other welfare
benefits under another employer provided plan, the medical and other
welfare benefits described herein shall be secondary to those provided
under such other plan during such applicable period of eligibility.
The cost for these welfare benefits shall paid by the Employee and
Employer in the same proportion as paid by other peer employees and
the Employer as if the Employee had not been terminated.
and (iii) to the extent not theretofore paid or
provided, the Employer shall timely pay or provide to the Employee any
other amounts or benefits required to be paid or provided or which the
Employee is eligible to receive under any plan, program, policy or
practice or contract or agreement of the Employer and its affiliated
companies (such other amounts and benefits shall be hereinafter
referred to as the "Other Benefits").
(b) CAUSE. If the Employee's employment is terminated
for Cause during the term of this Agreement, this Agreement shall terminate
without further obligations to the Employee, other than the obligation to pay
to the Employee (x) his Current Annual Base Salary through the Date of
Termination, (y) the amount of any compensation previously deferred by the
Employee, and (z) Other Benefits through the Date of Termination, in each case
to the extent theretofore unpaid. If the Employee voluntarily terminates
employment during the term of this Agreement this Agreement shall terminate
without further obligations to the Employee, other than for Accrued Obligations
and the timely payment
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or provision of Other Benefits through the Date of Termination. In such case,
all Accrued Obligations shall be paid to the Employee in a lump sum in cash
within 30 days of the Date of Termination.
SECTION 3. TERMINATION OF EMPLOYMENT FOLLOWING
A CHANGE IN CONTROL EVENT. Subject to the terms of this Agreement, the
Employee shall be entitled to receive severance payments from the Employer for
services previously rendered to the Employer and its affiliates if a Change in
Control Event occurs during the term of this Agreement and the Employee's
employment is terminated by the Employee for Good Reason or by the Employer
other than for Cause during the period commencing upon such Change in Control
Event (as defined in Section 10) and ending one year after a Change in Control
(as defined in Section 10)(the "Change in Control Period").
(a) GOOD REASON; OTHER THAN FOR CAUSE. If a Change in
Control Event occurs during the term of this Agreement and the Employer
terminates the Employee's employment other than for Cause or the Employee
terminates employment for Good Reason during the Change in Control Period:
(i) the Employer shall pay to the Employee the
following amounts:
A. the "Accrued Obligations" in a lump
sum in cash within 30 days of the Date of Termination; and
B. the amount equal to the sum of (x)
the Employee's Annual Base Salary and (y) the Annual Bonus, in
a lump sum in cash within 30 days of the Date of Termination;
and
(ii) for six months after the Date of Termination,
or such longer period as may be provided by the terms of the
appropriate plan, program, practice or policy, the Employer shall
continue benefits to the Employee and/or the Employee's family at least
equal to those which would have been provided to them in accordance
with the welfare benefit plans, practices, policies and programs
provided by the Employer and its affiliated companies (including,
without limitation, medical, prescription, dental, disability, employee
life, group life, accidental death and travel accident insurance plans
and programs) to the extent applicable generally to other peer
employees of the Employer and its affiliated companies, as if the
Employee's employment had not been terminated; provided, however, that
if the Employee becomes reemployed with another employer and is
eligible to receive medical or other welfare benefits under another
employer provided plan, the medical and other welfare benefits
described herein shall be secondary to those provided under such other
plan during such applicable period of eligibility. The cost for these
welfare benefits shall paid by the Employee and Employer in the same
proportion as paid by other peer employees and the Employer as if the
Employee had not been terminated.
and (iii) to the extent not theretofore paid
or provided, the Employer shall timely pay or provide to the Employee
all Other Benefits.
(b) CAUSE; OTHER THAN FOR GOOD REASON. If the Employee's
employment is terminated for Cause during the Change in Control Period, this
Agreement shall terminate without further obligations to the Employee, other
than the obligation to pay to the Employee (x) his Annual Base Salary through
the Date of Termination, (y) the amount of any compensation previously deferred
by the Employee, and (z) Other Benefits through the Date of Termination, in
each case to the extent
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theretofore unpaid. If the Employee voluntarily terminates employment during the
Change in Control Period, excluding a termination for Good Reason, this
Agreement shall terminate without further obligations to the Employee, other
than for Accrued Obligations and the timely payment or provision of Other
Benefits through the Date of Termination. In such case, all Accrued Obligations
shall be paid to the Employee in a lump sum in cash within 30 days of the Date
of Termination.
Section 4. Additional Payments by the Employer.
(a) Notwithstanding anything in this Agreement to the
contrary and except as set forth in this Section 4, in the event it shall be
determined that any payment or distribution by the Employer to or for the
benefit of the Employee (whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise, but
determined without regard to any additional payments required under this
Section 4) (a "Payment") would be subject to the excise tax imposed by Section
4999 of the Code (including any succeeding provision) and/or any regulations,
or any interest or penalties are incurred by the Employee with respect to such
excise tax (such excise tax, together with any such interest and penalties, are
hereinafter collectively referred to as the "Excise Tax"), then the Employee
shall be entitled to receive an additional payment (a "Gross-Up Payment") in an
amount such that after payment by the Employee of all taxes, including, without
limitation, any income taxes (and any interest and penalties imposed with
respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Employee
retains an amount of the Gross-Up Payment equal to the Excise Tax (including
any interest or penalties imposed with respect to such taxes) imposed upon the
Payments.
(b) Subject to the provisions of Section 4(c), all
determinations required to be made under this Section 4, including whether and
when a Gross-Up Payment is required and the amount of such Gross-Up Payment and
the assumptions to be utilized in arriving at such determination, shall be made
a certified public accounting firm as may be designated by the Employee and
reasonably acceptable to the Employer (the "Accounting Firm") which shall
provide detailed supporting calculations both to the Employer and the Employee
within 15 business days of the receipt of notice from the Employee that there
has been a Payment, or such earlier time as is requested by the Employer. In
the event that the Accounting Firm is serving as accountant or auditor for the
individual, entity or group affecting the Change in Control, the Employee may,
in his/her discretion, appoint another nationally recognized accounting firm
and reasonably acceptable to the Employer to make the determinations required
hereunder (which accounting firm shall then be referred to as the Accounting
Firm hereunder). All fees and expenses of the Accounting Firm shall be borne
solely by the Employer. Any Gross-Up Payment, as determined pursuant to this
Section 4, shall be paid by the Employer to the Employee within five business
days of the receipt of the Accounting Firm's determination. Any determination
by the Accounting Firm shall be binding upon the Employer and the Employee. If
as a result of the uncertainty in the application of Section 4999 of the Code
at the time of the initial determination by the Accounting Firm hereunder,
there are Gross-Up Payments which will not have been made by the Employer but
should have been made ("Underpayment"), consistent with the calculations
required to be made hereunder, and the Employee thereafter is required to make
a payment of any Excise Tax, the Accounting Firm shall determine the amount of
the Underpayment that has occurred and any such Underpayment shall be promptly
paid by the Employer to or for the benefit of the Employee.
(c) The Employee shall notify the Employer in writing of
any claim by the Internal Revenue Service that, if successful, would require
the payment by the Employer of the Gross-Up Payment. Such notification shall
be given as soon as practicable but no later than ten business days after the
Employee is informed in writing of such claim and shall apprise the Employer of
the nature of such claim and the date on which such claim is requested to be
paid. The Employee shall not pay such claim
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prior to the expiration of the 30-day period following the date on which it
gives such notice to the Employer (or such shorter period ending on the date
that any payment of taxes with respect to such claim is due). If the Employer
notifies the Employee in writing prior to the expiration of such period that it
desires to contest such claim, the Employee shall:
(i) give the Employer any information reasonably
requested by the Employer relating to such claim,
(ii) take such action in connection with
contesting such claim as the Employer shall reasonably request in
writing from time to time, including, without limitation, accepting
legal representation with respect to such claim by attorneys
reasonably selected by the Employer,
(iii) cooperate with the Employer in good faith in
order effectively to contest such claim, and
(iv) permit the Employer to participate in any
proceedings relating to such claim;
provided, however, that the Employer shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Employee harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. Without limitation on the foregoing provisions
of this Section 4(c), the Employer shall control all proceedings taken in
connection with such contest and, at its sole option, may pursue or forgo any
and all administrative appeals, proceedings, hearings and conferences with the
taxing authority in respect of such claim and may, at its sole option, either
direct the Employee to pay the tax claimed and xxx for a refund or contest the
claim in any permissible manner, and the Employee agrees to prosecute such
contest to a determination before any administrative tribunal, in a court of
initial jurisdiction and in one or more appellate courts, as the Employer shall
determine; provided, however, that if the Employer directs the Employee to pay
such claim and xxx for a refund, the Employer shall advance the amount of such
payment to the Employee, on an interest-free basis and shall indemnify and hold
the Employee harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties with respect thereto) imposed with respect to
such advance or with respect to any imputed income with respect to such
advance; and further provided that any extension of the statute of limitations
relating to payment of taxes for the taxable year of the Employee with respect
to which such contested amount is claimed to be due is limited solely to such
contested amount. Furthermore, the Employer's control of the contest shall be
limited to issues with respect to which a Gross-Up Payment would be payable
hereunder and the Employee shall be entitled to settle or contest, as the case
may be, any other issue raised by the Internal Revenue Service or any other
taxing authority.
(d) If, after the receipt by the Employee of an amount
advanced by the Employer pursuant to Section 4(c), the Employee becomes
entitled to receive any refund with respect to such claim, the Employee shall
(subject to the Employer's complying with the requirements of Section 4(c))
promptly pay to the Employer the amount of such refund (together with any
interest paid or credited thereon after taxes applicable thereto). If, after
the receipt by the Employee of an amount advanced by the Employer pursuant to
Section 4(c), a determination is made that the Employee shall not be entitled
to any refund with respect to such claim and the Employer does not notify the
Employee in writing of its intent to contest such denial of refund prior to the
expiration of 30 days after such determination, then
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such advance shall be forgiven and shall not be required to be repaid and the
amount of such advance shall offset, to the extent thereof, the amount of
Gross-Up Payment required to be paid.
SECTION 5. CONFIDENTIAL INFORMATION. The Employee shall
hold in a fiduciary capacity for the benefit of the Employer all secret or
confidential information, knowledge or data relating to the Employer or any of
its affiliates, and their respective businesses, which shall have been obtained
by the Employee during the Employee's employment by the Employer or any of its
affiliates and which shall not be or become public knowledge (other than by
acts by the Employee or representatives of the Employee in violation of this
Agreement). After termination of the Employee's employment with the Employer,
the Employee shall not, without the prior written consent of the Employer or as
may otherwise be required by law or legal process, communicate or divulge any
such information, knowledge or data to anyone other than the Employer and those
designated by it.
SECTION 6. NON-SOLICITATION. The Employee covenants and
agrees that the Employee will not, during the Employee's employment hereunder
and for a period of one year thereafter, induce or attempt to induce any
employee of the Employer or any the Employer's affiliates to render services
for any other person.
SECTION 7. DEFINITION OF "ANNUAL BASE SALARY", "ANNUAL
BONUS" AND "RECENT ANNUAL BONUS". Annual base salary ("Annual Base Salary")
means the greater of (a) the annual base salary payable to the Employee by the
Employer and its affiliates as of the Date of Termination of employment (the
"Current Annual Base Salary") or (b) the amount equal to twelve times the
highest monthly base salary paid or payable, including any base salary which
has been earned but deferred, to the Employee by the Employer and its
affiliated companies in respect of the twelve-month period immediately
preceding the month in which the Date of Termination occurs. Annual bonus (the
"Annual Bonus") means the greater of (i) the targeted annual bonus that would
be payable to the Employee for the fiscal year including the Date of
Termination of employment if all performance targets under the Employer's
annual incentive plan were met at the highest level of achievement or (ii) the
Employee's highest bonus under the Employer's annual incentive plan, or any
comparable bonus under any predecessor or successor plan, for the last fiscal
year prior to fiscal year including the Date of Termination (annualized in the
event that the Employee was not employed by the Employer for the whole of such
fiscal year) (the "Recent Annual Bonus").
SECTION 8. DEFINITION OF "CAUSE". For purposes of this
Agreement, "Cause" for termination of the Employee's employment by the Employer
hereunder shall be deemed to exist if (a) the Employee is found guilty by a
court of having committed fraud or theft against the Employer or having
committed a felony involving moral turpitude, and such conviction is affirmed
on appeal or the time for appeal has expired; (b) the Employee is found guilty
by a court of having committed a crime involving moral turpitude and such
conviction is affirmed on appeal or the time for appeal has expired; (c) in the
reasonable judgment of the Board, the Employee has compromised trade secrets or
other similarly valuable proprietary information of the Employer; (d) in the
reasonable judgment of the Board, the Employee has continuously engaged in
gross or willful misconduct that causes substantial and material harm to the
business and operations of the Employer or any of its affiliated companies, the
continuation of which will continue to substantially and materially harm the
business and operations of the Employer or any of its affiliated companies in
the future.
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SECTION 9. DEFINITION OF "GOOD REASON". "Good Reason"
shall mean (1) any proposed reduction in the Employee's base salary, fringe
benefits or bonus eligibility, except, in the case of fringe benefits or bonus
eligibility, in connection with a reduction in such compensation generally
applicable to peer employees of the Employer; (2) the Employee has his
responsibilities or areas of supervision with the Employer substantially reduced
(in the Employee's reasonable judgment) or the Employee is requested to report
to a lower level supervisor after a Change in Control; (3) the Employee has his
responsibilities or areas of supervision with the Employer substantially
increased without an appropriate increase in Employee's compensation (in the
Employee's reasonable judgment); (4) the Employee is required to move his office
or perform significant services outside the metropolitan area in which the
office of the Employee was located or the Employee's services were primarily
performed immediately prior to the Change in Control; or (5) after a Change in
Control, the Employee is required to report to a supervisor other than the
supervisor to whom the Employee was reporting prior to the Change in Control and
the Employee and the successor supervisor have irreconcilable working
relationship problems or difficulties.
SECTION 10. DEFINITION OF "CHANGE IN CONTROL" AND "CHANGE
IN CONTROL EVENT". A "Change of Control" shall mean:
(a) The acquisition by any individual, entity or group
(within the meaning of Section 13(d) (3) or 14(d) (2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of more than 50% of either (i) the then outstanding shares of
common stock of the Employer (the "Outstanding Employer Common Stock") or (ii)
the combined voting power of the then outstanding voting securities of the
Employer entitled to vote generally in the election of directors (the
"Outstanding Employer Voting Securities"); provided, however, that for purposes
of this subsection (a), the following acquisitions shall not constitute a
Change of Control: (i) any acquisition by the Employer, (ii) any acquisition by
any employee benefit plan (or related trust) sponsored or maintained by the
Employer or any corporation controlled by the Employer or (iii) any acquisition
by any entity pursuant to a transaction which complies with clauses (i), (ii)
and (iii) of subsection (c) of this Section 10; or
(b) Individuals who, as of the date hereof, constitute
the Board (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Employer's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board; or
(c) Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the
assets of the Employer (a "Business Combination"), in each case, unless,
following such Business Combination, (i) all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Employer Common Stock and Outstanding Employer Voting Securities
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 50% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the case
may be, of the entity resulting from such Business Combination (including,
without limitation, a corporation which as a result of such transaction owns
the Employer or
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all or substantially all of the Employer's assets either directly or through one
or more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Employer
Common Stock and Outstanding Employer Voting Securities, as the case may be, and
(ii) no Person (excluding any corporation resulting from such Business
Combination or any employee benefit plan (or related trust) of the Employer or
such corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 35% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed
prior to the Business Combination and (iii) at least a majority of the members
of the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, providing for such
Business Combination; or
(d) Approval by the shareholders of the Employer of a
complete liquidation or dissolution of the Employer.
A "Change in Control Event" shall mean the earlier of (i) a
Change in Control or (ii) the execution and delivery by the Employer of a
document evidencing an intent to engage in a particular Change of Control that
is subsequently effected.
SECTION 11. EXPENSES. The Employer shall pay any and all
reasonable legal fees and expenses incurred by the Employee in seeking to
obtain or enforce, by bringing an action against the Employer, any right or
benefit provided in this Agreement if the Employee is successful in whole or in
part in such action.
SECTION 12. WITHHOLDING. Notwithstanding anything in
this Agreement to the contrary , all payments required to be made by the
Employer hereunder to the Employee or his estate or beneficiaries shall be
subject to the withholding of such amounts relating to taxes as the Employer
reasonably may determine it should withhold pursuant to any applicable law or
regulation. In lieu of withholding such amounts, in whole or in part, the
Employer may, in its sole discretion, accept other provisions for the payment
of taxes and any withholdings as required by law, provided that the Employer is
satisfied that all requirements of law affecting its responsibilities to
withhold compensation have been satisfied.
SECTION 13. NO DUTY TO MITIGATE. the Employee's payments
received hereunder shall be considered severance pay in consideration of past
service, and pay in consideration of continued service from the date hereof and
entitlement thereto shall not be governed by any duty to mitigate damages by
seeking further employment.
SECTION 14. AMENDMENTS OR ADDITIONS; ACTION BY BOARD OF
DIRECTORS. No amendments or additions to this Agreement shall be binding
unless in writing and signed by both parties hereto. The prior approval by the
Board shall be required in order for the Employer to authorize any amendments
or additions to this Agreement.
SECTION 15. GOVERNING LAW. This Agreement shall be
governed by the laws of United States to the extent applicable and otherwise by
the laws of the State of New York, excluding the choice of law rules thereof.
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SECTION 16. ASSIGNMENT. The rights and obligations of
the Employer under this Agreement shall be binding upon its successors and
assigns and may be assigned by the Employer to the successors in interest of
the Employer. The rights and obligations of the Employee under this Agreement
shall be binding upon his heirs, legatees, personal representatives, executors
or administrators. This Agreement may not be assigned by the Employee, but any
amount owed to the Employee upon his death shall inure to the benefit of his
heirs, legatees, personal representatives, executors, or administrators.
SECTION 17 NOTICE. For purposes of this Agreement,
notices and all other communications provided for in this Agreement shall be in
writing and shall be deemed to have been duly given when hand delivered, sent
by overnight courier, or mailed by first-class, registered or certified mail,
return receipt requested, postage prepaid, or transmitted by telegram,
telecopy, or telex, addressed as follows:
If to the Employer:
Proxicom, Inc.
00000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxx, XX 00000
Attn: Legal Department
If to the Employee:
Xxxxxxxxxxx Xxxxxxx
0000 Xxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.
SECTION 18. OTHER AGREEMENTS. This Agreement
constitutes the entire agreement between the parties hereto providing for
severance payments in connection with a termination of employment. This
Agreement supersedes any other agreements, whether written or oral, providing
for the payment of severance benefits by the Employer to the Employee.
SECTION 19. SEVERABILITY. If any part of any provision
of this Agreement shall be invalid or unenforceable under applicable law, such
part shall be ineffective to the extent of such invalidity or unenforceability
only, without in any way affecting the remaining parts of such provision or the
remaining provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed and delivered
this Agreement, or have caused this Agreement to be executed and delivered, to
be effective as of February 16, 1999.
PROXICOM, INC.
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Date: February 16, 1999 By: /s/ XXXX XXXXXXXXX
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Name: Xxxx Xxxxxxxxx
Title: President and Chief Executive Officer
EMPLOYEE
Date: February 16, 1999 By: /s/ XXXXXXXXXXX XXXXXXX
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Xxxxxxxxxxx Xxxxxxx
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Print Name
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