EXHIBIT 10.10
EMPLOYMENT TERMINATION AGREEMENT AND RELEASE
ACCESS SOLUTIONS INTERNATIONAL, INC., (the "Company"), and XXXXXX X. XXXXXX, III
("Xxxxxx") hereby agree as follows:
1. The Company hereby terminates Xxxxxx without cause from employment and as an
officer of the Company effective September 30, 1997.
2. The Company shall pay to Xxxxxx a severance payment equal to three months and
three days of his current base salary, payable in equal installments on the
Company's current payroll schedule, subject to withholdings required by law. The
Company shall also pay Xxxxxx accrued leave of 109 hours.
3. Xxxxxx agrees to fully cooperate with the Company and provide the Company
with his assistance in matters in which Xxxxxx was involved on behalf of the
Company prior to his termination, including assistance in the prosecution and/or
defense by the Company of any patent infringement claims. The Company shall
compensate Xxxxxx for such assistance as the Company may request from time to
time as an independent contractor on an hourly basis at a rate equivalent to the
current hourly rate being paid to Xxxxxx, and to reimburse Xxxxxx for any
reasonable out-of-pocket expenses incurred in connection therewith.
4. In consideration of Xxxxxx'x agreement to release any and all presently
outstanding options to acquire shares of the Company's capital stock, the
Company agrees to xxxxx Xxxxxx non-qualified stock options to acquire 21,082
shares of the Company's common stock at an exercise price of $3.75, exercisable
on or before July 31, 2006, on substantially the same terms and conditions as
Xxxxxx'x existing incentive stock options.
5. Xxxxxx acknowledges that there may be tax consequences to him arising from
the transactions contemplated by this Agreement, and agrees that he is
responsible for payment of any federal, state or local income taxes imposed on
him as a result of the transactions described in this Agreement.
6. The Company shall continue to provide its current medical and dental coverage
for Xxxxxx until such coverage is obtained by him elsewhere, or until December
31, 1997, whichever is sooner. Following that date, the Company will respect
Xxxxxx'x rights, if any, to continued medical coverage at his own expense under
the Consolidated Omnibus Budget Reconciliation Act (COBRA).
7. The execution of this Agreement shall not be construed as an admission of a
violation of any statute or law or breach of any duty or obligation by either
the Company or Xxxxxx.
8. This Agreement is confidential and shall not be made public by either the
Company or Xxxxxx except as required by law or if necessary in order to enforce
this Agreement.
9. Xxxxxx acknowledges that the payments provided for in paragraphs 2, 3, 4 and
6 of this Agreement are greater than any to which he may have otherwise been
entitled under any existing Company separation, benefit or compensation policy.
In consideration of the foregoing, Xxxxxx hereby releases and forever discharges
the Company, its present and former officers, employees, agents, partners,
subsidiaries, successors and assigns from any and all liabilities, causes of
action, debts, claims and demands both in law and in equity known or unknown,
fixed or contingent, which he may have or claim to have based upon or in any way
related to employment or termination of employment with the Company and hereby
covenants not to file a lawsuit or charge to assert such claims. This includes
but is not limited to claims arising under federal, state or local laws
prohibiting employment discrimination, including specifically the Age
Discrimination in Employment Act of 1967, as amended ("ADEA"), or claims growing
out of any legal restrictions on the Company's right to terminate its employees.
The Company hereby releases and forever discharges Xxxxxx from any and all
liabilities, causes of action, debts, claims and demands both in law and in
equity known or unknown, fixed or contingent, which the Company may have or
claim to have based upon or in any way related to Xxxxxx'x employment with the
Company and hereby covenants not to file a lawsuit or charge to assert such
claims. The Company reaffirms its obligation to indemnify Xxxxxx pursuant to the
Company's By-laws a Certificate of Incorporation to the fullest extent permitted
by said By-laws and Certificate and by Delaware corporate law.
10. The invalidity or unenforceability of any particular provision of this
Agreement shall not affect the other provisions hereof, and this Agreement shall
be construed in all respects as if such invalid or unenforceable provisions were
omitted.
11. Xxxxxx understands that various State and Federal laws prohibit employment
discrimination based on age, sex, race, color, national origin, religion,
handicap or veteran status. These laws are enforced through the Equal Employment
Opportunity Commission (EEOC), Department of Labor and state human rights
agencies. Xxxxxx acknowledges that he has been advised by the Company to discuss
this Agreement with his attorney and has been encouraged to take this Employment
Termination Agreement and Release home for up to twenty-one days so that he can
thoroughly review and understand the effect of this release before acting on it.
12. Xxxxxx has carefully read and fully understands all of the provisions of
this Termination Agreement and Release which sets forth the entire understanding
between him and the Company. This Agreement may not be changed orally but only
by an agreement in writing signed by the party against whom enforcement of any
waiver, change, modification, extension or discharge is sought. Xxxxxx
acknowledges that he has not relied upon any representation or statement,
written or oral, not set forth in this document.
13. Xxxxxx may revoke his agreement to the terms hereof at any time during the
seven-day period immediately following the date of his signature below
("revocation period") by delivering written notice of his revocation to the
Company. This Agreement shall become effective upon the expiration of the
revocation period.
ACCESS SOLUTIONS INTERNATIONAL, INC.
By:_________________________________ _________________________________
Title: ______________________________ Xxxxxx X. Xxxxxx, III
Dated: _____________________________ Dated:___________________________
