Exhibit 10.15
AGREEMENT AND RELEASE
This Agreement and Release is made by and between Xxxxxxx Xxxxxxx
("You") and Giga Information Group, Inc. ("Giga") or the ("Company"). In
consideration of the mutual obligations and promises contained herein, you and
Giga agree as follows:
1. Consideration: The terms regarding your mutually agreeable separation
from the Company, including: (1) continuation as an employee and of
salary at an annualized rate of $125,000 (excluding bonus except as set
forth below), welfare benefits, electronic mail, Giga Web access, and
voice mail (but excluding other benefits not specified in this
Agreement) through March 15, 1998, in connection with which you agree
to report on a daily basis to the Company's offices as requested by the
Company through October 15, 1997, but excluding approved vacation for
the period October 3, 1997 through October 9, 1997; (2) an annualized
bonus of up to $45,000 as determined by the Company, which shall in no
event be less than $30,000 and shall be payable on or before February
15, 1998; and (3) use of a MCI phone card on which you may incur total
charges of up to a maximum amount of $1,000 (you agree to pay any
charges in excess of that amount ) through March 15, 1998 or until the
maximum amount is reached, are offered to you in consideration of your
execution of this Agreement and Release. In addition, the Company shall
not exercise its right to repurchase any Shares of the Company's stock
acquired under the Company's 1996 Stock Option Plan (the "Plan") as set
forth in Section 7(a) of the Plan.
2. Stock Options: Your rights to exercise any vested options under the
Company's 1996 Stock Option Plan (the "Plan") will be determined by the
applicable provisions of that Plan. The Company acknowledges that as of
your last day of employment, March 15, 1998, you shall be vested with
the option to purchase 20,000 shares of stock pursuant to the Plan.
3. Release of Claims: In consideration of Giga's payments and undertakings
contained in this Agreement and Release and except for any vested
interest in the Company's 401(k) Savings and Retirement Plan, and 1995
Stock Option Plan, you hereby release and forever discharge, and
covenant not to xxx or commence proceedings against, Giga, its
subsidiaries or affiliates and their respective officers, directors,
employees, agents, successors and assigns ("Releasees"), from and with
respect to any and all claims, debts, demands, damages, actions and
causes of action of any kind whatsoever, based on facts or
circumstances of which you have present knowledge, which you now have,
ever had, or
may in the future have, against such Releasees, arising to the date of
this Agreement and Release, including, without limitation, those
arising out of or in any manner relating to your employment by Giga or
the termination of such employment, including, without limitation, any
claim for reinstatement, back or future pay, bonuses, commissions,
fringe benefits, medical expenses, attorneys' fees and expenses,
damages or consequential damages, including but not limited to any
claim, complaint, charge or lawsuit under Title VII of the Civil Rights
Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in
Employment Act of 1967, the Equal Pay Act of 1963, the Employee
Retirement Income Security Act of 1974, the Rehabilitation Act of 1973,
Executive Order 11246, the Massachusetts Fair Employment Act, the
Massachusetts Civil Rights Act, the Massachusetts Equal Rights Act and
any other state, federal or municipal law statute, public policy, order
or regulation affecting or relating to the claims or rights of
employees, including any and all claims and suits in tort or contract.
You hereby represent and warrant to Giga that you have no present
knowledge of any facts and circumstances that may give rise to a claim
against Giga or other Releasees.
(b) With respect to any rights you may have under the Age
Discrimination in Employment Act of 1967, which rights are being
released under this Agreement and Release, you understand that you have
21 days to consider this Agreement and Release, which, if you choose to
sign this document before the 21-day period expires, you hereby waive;
that for a period of seven days following your execution of this
Agreement and Release you may revoke it and your release as to such
rights; that this Agreement and Release shall not become effective or
enforceable as to the release of such rights until this seven-day
revocation period has expired; and that Giga has no obligation to pay
any sums or provide any benefits referred to in this Agreement and
release, except those to which you are entitled under existing Giga
policy, until it becomes effective or enforceable.
4. Confidentiality and Non-Disparagement: You agree to keep as
confidential that the terms of this Agreement and Release and all facts
and circumstances associated therewith. In addition, you agree that you
will not act or assist any action to diminish or interfere with the
Company's relationship with its employees, clients, or prospective
clients, or the Company's goodwill. Notwithstanding the foregoing, you
are permitted to share the details of this Agreement in confidence with
your attorney.
5. Arrangement Not to Compete: You agree that you shall not, during your
term of employment with Giga and throughout the period ending February
15, 1999, directly or indirectly, either as an employee, partner,
officer, director or majority stockholder or in any other capacity:
accept similar employment with or render similar services to any direct
competitor of Giga in providing continuous information services to
information
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technology professionals (which include the Gartner Group, Inc.,
META Group, Inc. and Xxxxxxxxx Research, Inc.).
6. Complete Agreement: You acknowledge that you have read and understood
this Agreement and Release and have had the opportunity to seek the
advice of your attorney upon request. This Agreement and Release sets
forth the entire agreement and understanding between you and Giga
concerning the matters specified above (but in no way limits your
obligations under any other agreement between you and the Company). It
may only be amended in writing signed by you and the Company.
7. This Agreement and Release is executed by both parties and delivered to
you by hand on October 2, 1997.
AGREED: By Giga Information Group:
_________________________________ ____________________________________
Xxxxxxx Xxxxxxx Xxxxx Xxxxxx
_________________________________ ____________________________________
Printed Name Date President
_________________________________ ____________________________________
Witness Date Date
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