GENERAL RELEASE AND SEVERANCE AGREEMENT
This General Release and Severance Agreement (the "Agreement") is
entered into between InteliData Technologies Corporation, a Delaware corporation
("InteliData"), and Xxxx X. Xxxxxx, Xx. ("Xxxxxx").
WHEREAS, InteliData and Xxxxxx entered into an Employment Agreement
effective as of August 11, 1997 (the "Employment Agreement"), governing the
terms of his employment as President and Chief Executive Officer;
WHEREAS, Xxxxxx served as InteliData's President and Chief Executive
Officer pursuant to the terms and conditions of that Agreement;
WHEREAS, Xxxxxx subsequently became Chairman of the Executive
Committee, and ceased to serve in the capacity of President and Chief Executive
Officer;
WHEREAS, since approximately December 31, 1998, Xxxxxx has devoted
substantially less than full time and effort to the business of InteliData, and
has devoted the majority of his time and efforts to other businesses;
WHEREAS, Xxxxxx continues to serve InteliData as a Director of the
Company, but wishes to discontinue his service in that capacity;
WHEREAS, InteliData continued to provide compensation and benefits to
Xxxxxx as of March 1999 at the levels specified in the Employment Agreement,
notwithstanding the changes in Xxxxxx' circumstances;
WHEREAS, InteliData and Xxxxxx have certain disagreements as to the
current status of Xxxxxx' employment and his rights under the Employment
Agreement;
WHEREAS, InteliData and Xxxxxx wish to enter into this Agreement to
resolve those differences and to specify the terms and conditions that will
govern the cessation of Xxxxxx' employment with InteliData;
THEREFORE, in exchange for good and adequate consideration, the
adequacy of which is hereby specifically acknowledged, the Parties agree as
follows:
1. Termination of Xxxxxx' Employment and Director Status. Xxxxxx agrees
that his employment and service with InteliData, in all capacities, including
service as a Director of the Company or any of its subsidiaries, and as one of
the Company's designated Director of Home Financial Network, Inc., will be
deemed to have terminated effective as of the Effective Date.
2. Severance. In consideration for Xxxxxx' relinquishment of various
contract rights under the Employment Agreement, within seven days of the
Effective Date of this Agreement, InteliData agrees to pay severance to Xxxxxx
in the lump sum amount of $450,000.
3. Company Property / Account Balance. In consideration for Xxxxxx'
relinquishment of various contract rights under the Employment Agreement,
InteliData agrees that it will allow Xxxxxx to retain all Company property
described in section 5(k) of the Employment Agreement, and that it will allow
Xxxxxx to retain the entire prepaid mileage balance in his United Airlines
Passplus Account that existed as of December 31, 1998.
4. Stock Options and Consulting Services. Effective as of the Effective
Date of this Agreement, all unvested stock options for InteliData stock held by
Xxxxxx under the InteliData 1996 Incentive Plan shall be canceled. The 125,000
unvested stock options for InteliData stock held by Xxxxxx under the US Order
1991 Stock Option Plan shall remain in full force and effect pursuant to the
terms of such options through December 31, 1999. Provided however, in
consideration for Xxxxxx continuing consultation services to the Company through
December 31, 1999, regarding the Company's financing plans and merger and
acquisition strategy, the provision of Section 5 of the February 24, 1998 Stock
Option Agreement granting said options shall be modified to provide that the
Option shall not terminate upon Xxxxxx' resignation as an employee, but shall
otherwise continue in accordance with the terms of the Stock Option Agreement
through December 31, 1999. Any options that are not vested by December 31, 1999
shall be cancelled.
5. Medical Benefits. Xxxxxx shall continue coverage under the Company's
medical, vision and dental plans through December 31, 2000 pursuant to COBRA,
except that the Company shall pay all applicable premiums.
6. Beneficiaries. Any payment to which Xxxxxx is entitled under this
Agreement shall, in the event of his death, be made to his wife or such other
persons as Xxxxxx shall designate in writing to InteliData form time to time. If
no such beneficiaries survive Xxxxxx, such payments shall be made to Xxxxxx'
estate.
7. Taxes. To the extent any excise taxes are due with respect to the
payments or other consideration set forth in paragraphs 2 through 5 of this
Agreement, InteliData agrees to pay such taxes and to indemnify and hold Xxxxxx
harmless for any tax claims or penalties resulting from any failure by
InteliData to pay such taxes. To the extent any taxes other than excise taxes,
including federal or state income taxes, are due with respect to the payments or
other consideration set forth in paragraphs 2 through 5 of this Agreement,
Xxxxxx agrees to pay such taxes and not to seek reimbursement or indemnification
from InteliData.
8. Indemnification / D&O Insurance. The provisions of section 4(g) of
the Employment Agreement shall continue in full force and effect, except that
the last sentence of that section 4(g) shall be amended to provide that such
obligations shall apply with respect to acts and events occurring prior to and
through the last date upon which Xxxxxx provides consulting services as
referenced in paragraph 4 of this Agreement, rather than prior to and through
the date of termination.
9. Nondisparagement. The provisions of section 16 of the Employment
Agreement shall continue in full force and effect.
10. Nonapplicability of Noncompetition Covenants. InteliData and Xxxxxx
agree that the provisions of section 15 of the Employment Agreement do not apply
with respect to Xxxxxx' activities either before or after the date of
termination described in paragraph 1 of this Agreement.
11. Effective Date. For purposes of all provisions set forth herein,
the Effective Date of this Agreement shall be the first day as of which the
seven-day revocation period described in paragraph 14(b) of this Agreement has
expired.
12. Integration of Employment Agreement. Except to the extent expressly
incorporated by reference within this Agreement, the parties agree that, as of
the Effective Date of this Agreement, the Agreement supersedes the Employment
Agreement and that the Employment Agreement will be of no further force and
effect thereafter.
13. Mutual Release of Claims and Covenant Not to Xxx. Except with
regard to obligations created by, arising out of, or described in this
Agreement, Xxxxxx and InteliData agree for themselves and any present or future
successors, assigns, parents, subsidiaries, affiliates, directors, officers,
shareholders, general or limited partners, employees, heirs, beneficiaries,
devisees, executors, administrators, attorneys, agents, and representatives, to
release, discharge, and covenant not to xxx each other for any claims, debts,
demands, accounts, judgments, rights, causes of action, claims for equitable
relief, damages, costs, charges, complaints, obligations, promises, agreements,
controversies, suits, expenses, compensation, responsibility and liability of
every kind and character whatever (including attorneys' fees and costs), whether
in law or equity, known or unknown, asserted or unasserted, suspected or
unsuspected, which they may have against each other; provided, however, that
notwithstanding anything to the contrary set forth herein, this General Release
shall not extend to claims by Xxxxxx for benefits under employee pension benefit
plans or retiree welfare benefit plans in which Xxxxxx may have been a
participant by virtue of his employment with InteliData or for benefit claims
under employee welfare benefit plans for occurrences (e.g., medical care, death,
or onset of disability) arising after the execution of this Agreement by Xxxxxx.
14. Release of Age Discrimination Claims, Periods for Review and
Reconsideration.
x. Xxxxxx understands and agrees that this paragraph 14 of this Agreement
includes a release of claims arising under the Age Discrimination in Employment
Act (ADEA) and that this provision does not waive rights or claims that may
arise after the date the waiver is executed. Xxxxxx understands and warrants
that he has been given a period of twenty-one (21) days to review and consider
this Agreement. Xxxxxx is hereby advised to consult with an attorney prior to
executing the Agreement. Xxxxxx further warrants that he understands that he may
use as much of or all of this 21-day period as he wishes before signing, and
warrants that he has done so.
x. Xxxxxx further warrants that he understands that he has seven (7) days after
signing this Agreement to revoke the Agreement by notice in writing to Xxxxxxx
X. Xxxxx, Chairman of InteliData. This Agreement shall be binding, effective,
and enforceable upon the
expiration of this seven-day revocation period with Xxxxxxx Xxxxx having receive
no such revocation, but not before such time.
15. Amendment. This Agreement may be amended or modified only by
agreement by both parties signed by both Xxxxxx and a duly authorized
representative of InteliData.
16. Governing Law. This Agreement shall be governed and construed in
all respects in accordance with the laws of the Commonwealth of Virginia without
regard to the conflict of laws and rules contained herein.
17. Understanding and Authority. The parties understand and agree that
all terms of this Agreement are contractual and are not a mere recital, and
represent and warrant that they are competent to covenant and agree as herein
provided.
18. Severability. In any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
The parties have carefully read this Agreement in its entirety; fully
understand and agree to its terms and provisions; and intend to agree that it
final and binding on all parties.
IN WITNESS WHEREOF, and intending to be legally bound, the parties have
executed the foregoing on the date shown below.
Dated:/s/ June 21, 1999 By:/s/ Xxxx X. Xxxxxx, Xx.
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Xxxx X. Xxxxxx, Xx.
Dated:/s/ June 23, 1999 By:/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Chairman
InteliData Technologies Corporation
