Exhibit 10(e)(7)
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT made as of the 26th day of December 2007, by and
between COVER-ALL TECHNOLOGIES INC., a Delaware corporation (the "COMPANY"),
having its principal office at 00 Xxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000, and
XXXX XXXXXX, currently residing at 00 Xxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx
00000 (the "EXECUTIVE").
W I T N E S S E T H :
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WHEREAS, pursuant to an employment agreement, dated December 31, 2006
as amended, the Executive has served as the Chairman of the Board, President and
Chief Executive Officer of the Company; and
WHEREAS, the Company and the Executive desire that the Executive
continue to be employed by the Company as Chairman of the Board, President and
Chief Executive Officer of the Company on and after January 1, 2008 under the
terms of this Agreement, as provided herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, the parties agree as follows:
1. EMPLOYMENT. The Company, effective as of January 1, 2008, hereby
agrees to continue to employ the Executive as Chairman of the Board, President
and Chief Executive Officer of the Company, and the Executive hereby accepts
such employment, all upon and subject to the terms and conditions hereinafter
set forth.
2. TERM.
(a) The term of employment under this Agreement shall commence
as of January 1, 2008 (the "EFFECTIVE DATE") and shall continue in full force
and effect until December 31, 2009 (the "EMPLOYMENT TERM"), subject to earlier
termination as provided in Section 2(b) hereof.
(b) Notwithstanding the foregoing, each of the Executive and
the Company may, at their respective option, terminate the Executive's
employment hereunder at any time, with or without reason or cause, upon written
notice to the other party.
3. DUTIES.
(a) The Executive will render his services to the Company as
Chairman of the Board, President and Chief Executive Officer and shall perform
such duties and services of such office or position. In addition, the Executive
will hold such other offices and directorships in the Company or any parent or
subsidiary of the Company to which, from time to time, he may be reasonably
appointed or elected.
(b) Except as otherwise provided herein and except for
illness, permitted vacation periods and permitted leaves of absence consistent
with the past practice of the
Company or as otherwise approved by the Board, the Executive agrees that during
the term of his employment hereunder, he shall devote all of his full working
time and attention, and give his best effort, skill and abilities, exclusively
to the business and interests of the Company.
4. COMPENSATION; BENEFITS.
(a) SALARY. In consideration of the services to be rendered by
the Executive hereunder, including, without limitation, any services rendered by
him as an officer or director of the Company or any parent, subsidiary or
affiliate of the Company, the Company agrees to pay to the Executive, and the
Executive agrees to accept as compensation, an annual salary (the "BASE SALARY")
of $325,000, payable in equal bi-weekly installments in accordance with the
Company's normal payroll policies. The Executive's Base Salary shall be subject
to all applicable withholding and other taxes.
(b) BONUS. In addition to the payment of the Base Salary, as
provided for hereunder, the Company shall pay the Executive a bonus based upon
the financial performance of the Company (the "PERFORMANCE BONUS") in an amount
equal to the product of the Performance Factor (as defined herein) and the
Executive's Base Salary as in effect at that time; PROVIDED, HOWEVER, that the
Performance Bonus shall be paid only to the extent sufficient amounts exist in
the Performance Pool (as defined in the Cover-All Employee Incentive Plan) in
such year.
For the purposes hereof:
"PERFORMANCE FACTOR" shall mean the sum of (a) the Growth Factor (as
defined herein) and (b) the Profit Factor (as defined herein).
"GROWTH FACTOR" shall mean the product of (a) the fraction, the
numerator of which shall be the actual revenues of the Company for such year,
and the denominator of which shall be the Targeted Revenues (as defined herein),
and (b) the Growth Weight (as defined herein).
"PROFIT FACTOR" shall mean the product of (a) the fraction, the
numerator of which shall be the actual net income (before taxes and employee
bonuses) of the Company for such year, and the denominator of which shall be the
Targeted Net Income (as defined herein), and (b) the Profits Weight (as defined
herein).
"TARGETED REVENUES" shall have the value set forth on SCHEDULE A
hereto.
"GROWTH WEIGHT" shall have the value set forth on SCHEDULE A hereto.
"TARGETED NET INCOME" shall have the value set forth on SCHEDULE A
hereto.
"PROFITS WEIGHT" shall have the value set forth on SCHEDULE A hereto.
For the purposes hereof, each of revenues, net income and Performance Bonus
shall be determined by and set forth in a certificate of the Company's Chief
Financial Officer, and shall be based upon the books and records of the Company
and calculated in accordance with generally accepted accounting principles
consistently applied. Such certificate shall be final and
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binding on the parties hereto. The Executive's Performance Bonus, if any, shall
be paid no later than the earlier of (x) the fifth business day after the date
of the filing by the Company with the Securities and Exchange Commission of its
audited financial statements in its Form 10-K Annual Report and (y) December
31st of the calendar year following the fiscal year for which such bonus is
computed.
(c) EQUITY INTERESTS.
(i) OPTIONS. Upon the Effective Date, the
Company shall grant the Executive five-year incentive stock options to purchase
such number of shares (the "OPTIONS") of the Company's common stock, $.01 par
value per share (the "COMMON STOCK"), granted at a price per share equal to the
fair market value of such shares as of the date of grant, equal to (x) $100,000
DIVIDED BY (y) the fair market value of a share of the Company's Common Stock on
the date of grant, which will vest on January 1, 2009, in accordance with and
subject to the terms and conditions set forth in the Company's Amended and
Restated 2005 Stock Incentive Plan and a stock option agreement to be entered
into by and between the Company and the Executive.
(ii) RESTRICTED SHARES. Upon the Effective Date,
the Company shall grant the Executive 150,000 shares of the Company's Common
Stock (the "RESTRICTED SHARES"), which will vest as to 75,000 shares on the
Effective Date and as to 75,000 shares on January 1, 2009, in accordance with
and subject to the terms and conditions set forth in the Company's Amended and
Restated 2005 Stock Incentive Plan and a restricted stock grant agreement to be
entered into by and between the Company and the Executive. In connection with
the grant of the Restricted Shares, the Executive shall make an election prior
to January 30, 2008 to include in gross income on the date of the grant the
value of the Restricted Shares on such date pursuant to Section 83(b) (the
"SECTION 83(B) ELECTION") of the Internal Revenue Code of 1986, as amended. Upon
receipt of evidence from the Executive that the Section 83(b) Election has been
timely made, the Company shall pay the Executive an amount (the "GROSS-UP
PAYMENT") equal to his federal, state and local income and payroll tax
withholding obligations with respect to (i) the fair market value of the
Restricted Shares, as of the date of grant, and (ii) the income required to be
recognized by the Executive as a result of the payment by the Company of such
withholding obligations, in each case based on withholding rates determined by
the Company in its discretion and in compliance with applicable law. At least
thirty days before the Executive's due date for 2008 federal income taxes, the
Executive shall provide a certificate to the Company in which the Executive
shall represent to the Company the Executive's highest marginal income tax rate
applicable to his actual income with respect to each of his federal, state and
local income taxes for 2008. If the Executive fails to make the Section 83(b)
Election in a timely manner, the Company shall have no obligation to make any
Gross-Up Payment.
(d) BENEFITS. During the Employment Term, the Executive shall
be entitled to the following benefits:
(i) twenty (20) days of annual paid vacation time,
in accordance with the Company's policies; and
(ii) participation, subject to qualification and
participation requirements, in medical, life or other insurance or
hospitalization plans and any pension, profit
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sharing or other employee benefit plans, presently in effect or hereafter
instituted by the Company and applicable to its officers and executive
employees.
(e) COMPANY CAR. During the Employment Term, the Executive
shall be entitled to the use of the Company automobile of the Executive's choice
for business purposes, the cost of such automobile shall not exceed $75,000. In
addition, the Company shall reimburse the Executive, upon the presentation of
appropriate receipts, for all maintenance and repair costs incurred by the
Executive in connection with the use of such automobile. Upon any termination of
the employment of the Executive for any reason, including upon the expiration of
this Agreement, the Executive shall have the right, exercisable within 10
business days following the end of the Severance Period (as defined below), to
purchase from the Company the automobile at a price equal to its then-current
book value (as on the Company's books).
(f) REIMBURSEMENT OF EXPENSES. The Executive shall be
reimbursed for reasonable and necessary expenses incurred by the Executive in
performing his employment hereunder, provided such expenses are adequately
documented in accordance with the Companies policies.
5. PAYMENTS UPON TERMINATION AND SEVERANCE. If the employment of the
Executive is terminated for any reason, including upon the expiration of this
Agreement, the Company shall have no further obligations to the Executive
hereunder after the date of termination other than the payment or provision, as
applicable, to the Executive of (w) accrued and unpaid Base Salary and accrued
and unused vacation days, through the date of such termination, (x) the pro rata
portion of the bonus payment set forth in Section 4(b) hereof, based upon the
number of days the Executive was employed during the Company's fiscal year for
which such bonus is computed, to the extent the numerical requirements are
actually met for the fiscal year in question, which shall be payable at the same
time such bonus would have been paid under Section 4(b) hereof, (y) any
unreimbursed business expenses of the Executive that are otherwise reimbursable
hereunder, and (z) as severance, for a period of six months following such
termination (the "SEVERANCE PERIOD"), (i) the Base Salary payable in accordance
with the Company's payroll policies, and (ii) the benefits set forth in Sections
4(d)(ii) and 4(e) hereof. This provision shall not preclude the Executive from
claiming or obtaining such disability benefits to which he may be entitled
pursuant to any plan maintained by the Company for disability incurred during
the period of his employment by the Company.
6. OWNERSHIP OF INTELLECTUAL PROPERTY.
(a) The Executive recognizes and agrees that all copyrights,
trademarks or other intellectual property rights to created works arising in any
way from, or related to, the Executive's employment by the Company are the sole
and exclusive property of the Company, and Executive agrees to not assert any
rights to those works against the Company or any third-parties and agrees to
assist the Company in any way requested to procure or protect the Company's
rights to those works.
(b) For purposes of this Section 6 and the following Section
7, the term "Company" shall mean and include any and all subsidiaries, parents
and affiliated corporations or entities of the Company in existence from time to
time during the Employment Term.
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7. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION AND NON-COMPETITION.
(a) The Executive represents that he has been informed that it
is the policy of the Company to maintain as secret and confidential all
information relating to (i) the computer software, products, processes and/or
other information proprietary to the Company and (ii) the customers and
employees of the Company ("CONFIDENTIAL INFORMATION"), and the Executive further
acknowledges that such Confidential Information is of great value to the Company
and is the property of the Company. The parties recognize that the services to
be performed by the Executive are special and unique, and that by reason of this
employment by the Company, he will acquire Confidential Information as
aforesaid. The parties confirm that to protect the Company's goodwill, it is
reasonably necessary that the Executive agree, and accordingly the Executive
does hereby agree, that he will not directly or indirectly (except where
authorized by the Board for the benefit of the Company):
A. at any time during his employment hereunder
or after he ceases to be employed by the Company, divulge to any persons, firms
or corporations other than the Company (hereinafter referred to collectively as
"THIRD PARTIES"), or use, or cause to authorize any Third Parties to use, any
such Confidential Information, except to the extent that any such Confidential
Information (i) is required to be disclosed by the Executive under any
applicable laws, regulations or directives of any government agency, tribunal or
authority having jurisdiction in the matter or under subpoena or other process
of law, (ii) becomes generally available to the public, other than as a result
of a breach by the Executive of this Section 7, or (iii) becomes available to
the Executive on a non-confidential basis from a source other than the Company,
or any of its affiliates or advisors; provided, that such source is not known by
the Executive to be bound by a confidentiality agreement with, or other
obligation of secrecy to, the Company or another party; or
B. at any time during his employment hereunder
and for a period of six (6) months after he ceases to be employed by the Company
(the "RESTRICTED PERIOD"), solicit or cause or authorize, directly or
indirectly, to be solicited for employment, for or on behalf of himself or Third
Parties, any persons who were at any time within six (6) months prior to the
cessation of his employment hereunder, employees of the Company; PROVIDED,
HOWEVER, that this paragraph B shall not apply to or include persons who respond
to any general public advertisement or job posting; or
C. at any time during his employment hereunder
and during the Restricted Period, employ or cause or authorize, directly or
indirectly, to be employed, for or on behalf of himself or Third Parties, any
such employees of the Company; PROVIDED, HOWEVER, that this paragraph C shall
not apply to or include persons who respond to any general public advertisement
or job posting; or
D. at any time during his employment hereunder,
accept employment with or participate, directly or indirectly, as owner,
stockholder, director, officer, manager, consultant or agent or otherwise use
his special, unique or extraordinary skills or knowledge with respect to the
business of the Company or of any affiliate of the Company in or with any
business, firm, corporation, partnership, association, venture or other entity
or person which is
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engaged in the business of designing, developing or providing software services
to the property and casualty insurance industry, except that this paragraph D
shall not be construed to prohibit the Executive from owning up to 5% of the
securities of a corporation which are publicly traded on a national securities
exchange or in the over-the-counter market or from being employed by an
insurance or other company which may design and market software provided the
designing and marketing of software is not a predominant and principal part of
the business of such other company or concern; or
E. at any time during his employment hereunder,
solicit or cause or authorize, directly or indirectly, to be solicited, for or
on behalf of himself or Third Parties, any business with respect to designing,
developing or providing software services to the property and casualty insurance
industry from Third Parties who were, at any time within six (6) months prior to
the cessation of his employment hereunder, customers of the Company for such
business; or
F. at any time during his employment hereunder,
accept or cause or authorize, directly or indirectly, to be accepted, for or on
behalf of himself or Third Parties, any such business from any customers of the
Company.
(b) The Executive agrees that he will not, at any time, remove
from the Company's premises any confidential Company drawings, notebooks, data
and other documents and materials relating to the business and procedures
heretofore or hereafter acquired, developed and/or used by the Company without
prior written consent of the Board, except as reasonably necessary to the
discharge of his duties hereunder.
(c) The Executive agrees that, upon the expiration of this
employment by the Company for any reason, he shall forthwith deliver up to the
Company any and all documents, books, manuals, lists, records, publications or
other materials which contains Confidential Information, whether in written,
electronic or other form, passwords, key, credit cards, equipment or other
articles that came into the Executive's possession or under his control in
connection with the Executive's employment by the Company and to maintain no
copies or duplicates without the prior written approval of the Board.
(d) The Executive agrees that any breach or threatened breach
by him of any provision of this Section 7 shall entitle the Company, in addition
to any other legal remedies available to it, to apply to any court of competent
jurisdiction to enjoin such breach or threatened breach. The parties understand
and intend that each restriction agreed to by the Executive hereinabove shall be
construed as separable and divisible from every other restriction, and that the
unenforceability, in whole or in part, of any other restriction, will not effect
the enforceability of the remaining restrictions and that one or more or all of
such restrictions may be enforced in whole or in part as the circumstances
warrant. No waiver of any one breach of the restrictions contained in this
Section 7 shall be deemed a waiver of any future breach.
(e) The Executive hereby acknowledges that he is fully
cognizant of the restrictions put upon him by this Section 7, and that the
provisions of this Section 7 shall survive the termination of this Agreement and
his employment with the Company.
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8. MUTUAL NON-DISPARAGEMENT. The Executive and the Company agree not to
make any statement, written or verbal, to any party reasonably likely to be
harmful to the other party or to be injurious to the goodwill, reputation or
business standing of the other party at any time in the future; PROVIDED,
HOWEVER, that this non-disparagement clause shall not preclude any party or his
or its agents or representatives from any good faith response to any inquiries
under oath or in response to governmental inquiry.
9. MUTUAL RELEASE OF CLAIMS. The Executive and the Company agree to
deliver the Mutual Release in the form attached hereto as EXHIBIT A on or prior
to the date the Executive's employment is terminated pursuant to Section 5
hereof.
10. LIFE INSURANCE. The Executive agrees that the Company may apply for
and purchase one or more life insurance policies on the life of the Executive in
such amount or amounts as the Company deems appropriate. The Company shall be
the sole beneficiary of such insurance policy or policies and the Executive
hereby acknowledges that the Company has an insurable interest in his life. The
Executive agrees to cooperate with the Company in obtaining any insurance on the
life or on the disability of the Executive which the Company may desire obtain
for its own benefit and shall undergo such physical and other examinations, and
shall execute any consents or applications, which the Company may reasonably
request in connection with the issuance of one or more of such insurance
policies. The Company hereby agrees to cancel such life insurance policy with
respect to the Executive immediately upon the termination of his employment
hereunder.
11. NOTICES. All notices, requests, demands or other communications
hereunder shall be deemed to have been given if delivered in writing personally
or by certified mail to each party at the address set forth below, or at such
other address as each party may designate in writing to the other:
If to the Company:
Cover-All Technologies Inc.
00 Xxxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Attention: Chairman
With a copy to:
DLA Piper US LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxx, Esq.
If to the Executive:
Xxxx Xxxxxx
00 Xxxxxx Xxxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
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12. ENTIRE AGREEMENT. This Agreement contains the entire understanding
of the parties with respect to the subject matter hereof, supersedes any prior
agreement between the parties, and may not be changed or terminated orally. No
change, termination or attempted waiver of any of the provisions hereof shall be
binding unless in writing and signed by the party against whom the same is
sought to be enforced. No provision hereof shall be construed against a party
because that provision or any other provision was drafted by or at the direction
of such party.
13. SECTION 409A. This Agreement is intended to comply with, or
otherwise be exempt from, Section 409A of the Internal Revenue Code of 1986, as
amended (the "CODE"), and any regulations and Treasury guidance promulgated
thereunder.
(a) The Company shall undertake to administer, interpret, and
construe this Agreement in a manner that does not result in the imposition on
the Executive of any additional tax, penalty, or interest under Section 409A of
the Code.
(b) If the Company determines in good faith that any provision
of this Agreement would cause the Executive to incur an additional tax, penalty,
or interest under Section 409A of the Code, the Compensation Committee and the
Executive shall use reasonable efforts to reform such provision, if possible, in
a mutually agreeable fashion to maintain to the maximum extent practicable the
original intent of the applicable provision without violating the provisions of
Section 409A of the Code.
(c) The preceding provisions, however, shall not be construed
as a guarantee by the Company of any particular tax effect to Executive under
this Agreement. The Company shall not be liable to Executive for any payment
made under this Agreement, at the direction or with the consent of Executive,
that is determined to result in an additional tax, penalty, or interest under
Section 409A of the Code, nor for reporting in good faith any payment made under
this Agreement as an amount includible in gross income under Section 409A of the
Code.
(d) For purposes of Section 409A of the Code, the right to a
series of installment payments under this Agreement shall be treated as a right
to a series of separate payments.
(e) With respect to any reimbursement of expenses of, or any
provision of in-kind benefits to, the Executive, as specified under this
Agreement, such reimbursement of expenses or provision of in-kind benefits shall
be subject to the following conditions: (1) the expenses eligible for
reimbursement or the amount of in-kind benefits provided in one taxable year
shall not affect the expenses eligible for reimbursement or the amount of
in-kind benefits provided in any other taxable year, except for any medical
reimbursement arrangement providing for the reimbursement of expenses referred
to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense
shall be made no later than the end of the year after the year in which such
expense was incurred; and (3) the right to reimbursement or in-kind benefits
shall not be subject to liquidation or exchange for another benefit.
(f) "Termination of employment," "resignation" or words of
similar import, as used in this Agreement, means for purposes of Section 409A of
the Code the date as of which
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the Company and the Executive reasonably anticipate that no further services
will be performed by the Executive and shall be construed as the date that the
Executive first incurs a "separation from service" for purposes of Section 409A
of the Code.
(g) If a payment obligation under this Agreement arises on
account of the Executive's separation from service while the Executive is a
"specified employee" (as defined under Section 409A of the Code and determined
in good faith by the Compensation Committee), any payment of "deferred
compensation" (as defined under Treasury Regulation Section 1.409A-1(b)(1),
after giving effect to the exemptions in Treasury Regulation Sections
1.409A-1(b)(3) through (b)(12)) shall accrue without interest and shall be made
within 15 days after the end of the six-month period beginning on the date of
such termination of employment or, if earlier, within 15 days after the
appointment of the personal representative or executor of the Executive's estate
following his death.
14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and shall inure to the benefit of the respective heirs, legal representatives,
successors and assigns of the parties hereto.
15. SEVERABILITY. In the event that any one or more of the provisions
of this Agreement shall be declared to be illegal or unenforceable under any
law, rule or regulation of any government having jurisdiction over the parties
hereto, such illegality or unenforceability shall not affect the validity and
enforceability of the other provisions of this Agreement.
16. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
17. GOVERNING LAW. All matters concerning the validity and
interpretation of the performance under this Agreement shall be governed by the
laws of the State of New Jersey, whose courts or the federal courts located in
the District of New Jersey shall have exclusive jurisdiction over the parties to
which they consent.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
COVER-ALL TECHNOLOGIES INC.
By: /s/ Xxx X. Xxxxxx
-------------------------------------------
Name: Xxx X. Xxxxxx
Title: CFO
/s/ Xxxx Xxxxxx
------------------------------------------------
Xxxx Xxxxxx
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EXHIBIT A
MUTUAL RELEASE
WHEREAS, Xxxx Xxxxxx ("XXXXXX") was a party to an Employment Agreement
dated as of December ___, 2007 (the "Employment Agreement") by and between
Roblin and Cover-All Technologies Inc., a Delaware corporation (the "COMPANY"
and, together with Roblin, the "PARTIES");
WHEREAS, Roblin and the Company are parties to that certain Convertible
Loan Agreement and related convertible debentures, dated as of June 28, 2001, as
amended (collectively, the "CONVERTIBLE DEBENTURES"); and
WHEREAS, the Parties desire to resolve any potential disputes which
exist or may exist arising out of Roblin's employment with the Company and/or
termination thereof.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and Roblin agree as
follows:
1. Except with respect to Claims (as defined below) arising in
connection with the rights and obligations arising out of the Convertible
Debentures, the Company does hereby irrevocably release and forever discharge
Roblin and his heirs, executors, personal representatives, agents, successors
and assigns, to the full extent permitted by law, of and from any and all
actions, causes of action, suits, controversies, liabilities, obligations,
proceedings, claims, damages, costs and demands of every kind and nature, both
in law and in equity, whether known or unknown (collectively, "CLAIMS"), which
the Company now has, has had or may in the future have, for and on account of
any matter or thing, from the beginning of time to and including the date of
this Mutual Release.
2. Except with respect to Claims arising in connection with the rights
and obligations arising out of the Convertible Debentures, Roblin does hereby
irrevocably release and forever discharge the Company and its successors and
assigns, to the full extent permitted by law, of and from any and all Claims
which Roblin now has, has had or may in the future have, for and on account of
any matter or thing, from the beginning of time to and including the date of
this Mutual Release.
3. Except with respect to Claims arising in connection with the rights
and obligations arising out of the Convertible Debentures, this release is
intended by the Parties to be all encompassing and to act as a full and total
release of any Claims, whether specifically numerated herein or not, that the
Parties may have or have had against each other, including, but not limited to,
any claims arising from any federal or state law or regulation dealing with
either employment, employment benefits or employment discrimination such as
those laws or regulations concerning discrimination on the basis of race, color,
creed, religion, age, sex, sexual harassment, sexual orientation, national
origin, ancestry, handicap or disability, veteran status or any military service
or application for military service, including without limitation, the Age
Discrimination in Employment Act, as amended by the Older Workers Benefit
Protection Act ("ADEA"), Title VII of the Civil Rights Act of 1964, as amended,
the Americans with
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Disabilities Act, the Family and Medical Leave Act and the Employee Retirement
Income Security Act; any contract, whether oral or written, express or implied;
any tort; any claim for equity or other benefits; or any other statutory and/or
common law claim.
4. Each Party hereby declares that it or he has carefully read,
reviewed and understood the terms of this Mutual Release and that it or he
voluntarily accepts the terms hereof with the purpose of making a full and final
compromise, adjustment and release of any and all Claims as provided herein.
5. Roblin represents and acknowledges as follows:
(a) That he has been and is hereby advised in writing to
consult with an attorney prior to signing this Release;
(b) That he does not waive rights or claims that may arise
after the date this Release is executed;
(c) That the Company has provided him with a period of twenty
one (21) days within which to consider this Release under the ADEA, and that
Roblin has signed on the date indicated below after concluding that this Release
is satisfactory to him; and
(d) That upon execution of this Release, the Company is
providing him with seven (7) additional days from such date of execution to
revoke his consent to the waiver of his rights under the ADEA, and if no such
revocation occurs, Roblin's waiver of rights under the ADEA shall become
effective seven days form the date Roblin executes this Release.
6. This Mutual Release shall be governed by the laws of the State of
New Jersey applicable to instruments executed and to be performed wholly within
that state.
7. This Mutual Release may be executed in one or more counterparts, and
in both original form or one or more photocopies, each of which shall be deemed
to be an original but all of which together shall be deemed to constitute one
and the same instrument.
IN WITNESS WHEREOF, each of the parties hereto has executed this Mutual
Release this __ day of __________, 20__.
COVER-ALL TECHNOLOGIES INC.
By:
----------------------------------
Name:
Title:
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XXXX XXXXXX
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