EXHIBIT (c)(12)
SEVERANCE TERMINATION AGREEMENT
This Severance Termination Agreement (the "Agreement") is made as of
September 30, 1998, by and between Carnegie Group, Inc., a Delaware corporation
(the "Company"), and Xxxxxx Xxxxxxxxx (the "Executive"), but it shall become
effective only in accordance with Section 4 below.
WHEREAS, the Company and the Executive are parties to a certain Severance
Agreement, dated May 28, 1993, as amended (the "Severance Agreement");
WHEREAS, the Company is a party to that certain Agreement and Plan of
Merger of even date herewith (the "Merger Agreement"), among Logica Inc.
("Logica"), Logica Acquisition Corp. and the Company;
WHEREAS, Logica and the Executive are parties to that certain Employment
Agreement of even date herewith (the "Employment Agreement");
WHEREAS, the Company and the Executive desire to terminate their respective
obligations under the Severance Agreement in connection with the transactions
contemplated by the Merger Agreement and the Employment Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged by the Company and the Executive, and intending to be
legally bound, the parties hereto hereby agree as follows:
1. The Company and the Executive agree that immediately upon the
Effective Time (as defined in the Merger Agreement), and thereafter, neither the
Company nor the Executive shall have any obligations under the Severance
Agreement and the Severance Agreement shall forthwith terminate and be of no
force or effect.
2. This Agreement may be amended or modified only by a written instrument
signed by the Executive and by a duly authorized representative of the Company.
3. This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be taken to be an original; but such
counterparts shall together constitute one and the same document.
4. This Agreement is conditioned and shall become effective only upon the
Effective Time in accordance with the terms of the Merger Agreement, which shall
be deemed to occur only upon and as of the Effective Time.
IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument
by the Company, by its duly authorized officer, and by the Executive, as of the
date first set forth above.
CARNEGIE GROUP, INC.
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Executive Vice President and
Chief Financial Officer
/s/ Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx
