Exhibit 10.6(a)
INTEGRATION INFORMATION SYSTEMS, INC.
SEPARATION AGREEMENT AND GENERAL RELEASE
This Separation Agreement and General Release (this "Agreement") is
between XXXXXXX XXXXXXX ("Employee") and INTEGRATION INFORMATION SYSTEMS, INC.
(hereinafter "IIS"), and is dated the date set forth next to Employee's
signature.
WHEREAS, Employee was employed by IIS under an Employment Agreement
dated July 1, 1999 ("Employment Agreement"). Employer desires to terminate the
Employment Agreement without cause by providing Employee with five (5) weeks'
notice effective May 22, 2001 ("Notice Date"), as provided in Section 3(b) of
the Employment Agreement upon the terms and conditions contained below.
NOW, THEREFORE, the parties hereby agree as follows:
Section 1. Termination of Employment. The employment of Employee with IIS
is terminated without cause as of June 26, 2001 (the
"Separation Date"), which is five (5) weeks from the Notice
Date.
Section 2. Consideration. In consideration of (a) the covenants of
Employee as set forth in this Agreement, and (b) the release
of all claims, disputes and causes of action which Employee,
Employee's heirs, attorneys, executors, administrators or
assigns have or may have against IIS, its predecessors, or any
other related entity, as set forth in Section 3 below, IIS
agrees to provide the following severance benefits and
additional consideration to Employee:
a) Four (4) months continuation of Employee's salary
(payable on IIS' regularly scheduled pay periods) and
benefits (as defined below) commencing on the Separation
Date;
b) all accrued and unused vacation hours as of the
Separation Date; and
c) all unvested stock options granted to Employee in the
Integrated Information Systems, Inc. 1997 Long-Term
Incentive Plan Non-Qualified Stock Option Agreements
dated July 1, 1999, August 2, 2000 and February 20, 2001
("Stock Option Agreements"), which would vest by
operation of the Stock Option Agreements, shall vest and
be exercisable by Employee, subject to all applicable
restrictions relating to the purchase and sale of the
IIS stock.
The parties agree that the Employment Agreement is terminated
effective upon the Separation Date but that all
post-termination provisions of the Employment Agreement,
including but not limited to the Section 6 Non-Compete and
NonSolicitation covenant and the Confidentiality and Return of
Information provisions of Section 9, shall remain in effect
and are binding upon Employee as defined in Employee's
Employment Agreement.
Benefits include and are limited to IIS' portion of the
premiums for Employee's (including dependents) coverage under
IIS' health care, life insurance, vision and
dental plans.
Section 3. Release of IIS. In consideration of receipt by Employee of the
matters and in Section 2, supra, which Employee acknowledges
is in addition to anything of value to which Employee is
currently entitled, Employee, on behalf of Employee and
Employee's spouse, heirs, attorneys, executors, successors,
administrators and assigns, does hereby release, acquit and
forever discharge IIS, and its respective successors, assigns,
subsidiaries, divisions, affiliated companies and benefit
plans and its respective present and former affiliates,
directors, officers, fiduciaries, employees, agents,
successors and assigns, from any and all liabilities, damages,
causes of action and claims of any nature, kind or description
whatsoever, whether accrued or to accrue, which Employee ever
had, now has or hereafter may have against any of them, known
or unknown, that are based on facts occurring the day of and
prior to the day Employee executes this Agreement or the
Separation Date, whichever is later, including, but not
limited to, any written or oral claims for wages, salary,
bonuses or other forms of compensation and any claims under
any state or federal law or statute, including, but not
limited to, the Age Discrimination in Employment Act of 1967,
the Americans with Disabilities Act of 1990, the Civil Rights
Acts of 1964 and 1991, the Family and Medical Leave Act, any
applicable workers' compensation law, and any claim (state
tort, contract or otherwise), matter or action related to
Employee's employment and/or affiliation with, or termination
and separation from, IIS and its affiliates.
Section 4. No Release of Vested Benefits. Notwithstanding anything in
Section 3 hereof, Employee does not by this Agreement waive
any rights Employee may have specifically to vested benefits
or account balances in any retirement plan which vested
benefits or account balances, as the case may be, shall be
paid over to Employee in accordance with the provisions of the
respective plans.
Section 5. Confidentiality. As a material of inducement to IIS to enter
into this Agreement, Employee represents and agrees that
Employee will keep all terms of this Agreement completely
confidential, and that Employee will not disclose any
information concerning this Agreement to any person,
including, but not limited to, any past, present or
prospective employee of IIS. Employee further agrees that
disclosure by Employee of the terms and conditions of this
Agreement in violation of this Section constitutes a material
breach of the Agreement.
Section 6. Acknowledgments. Employee acknowledges, represents and agrees:
(i) that Employee has been fully informed and is fully
aware of Employee's right to discuss any and all
aspects of this matter with an attorney of Employee's
choice;
(ii) that Employee has carefully read and fully
understands all of the provisions of this Agreement;
(iii) that Employee has had up to and including a full
twenty-one (21) days within which to consider this
Agreement before executing it;
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(iv) that Employee has a full seven (7) days following the
execution of this Agreement to revoke this Agreement
and has been and hereby is advised in writing that
this Agreement shall not become effective or
enforceable until the revocation period has expired;
(v) that Employee has had adequate time to consider this
Agreement before executing it; and
(vi) that Employee accepts the terms of this Agreement as
fair and equitable under all the circumstances and
voluntarily executes this Agreement.
Section 7. Non-Disparagement. Neither party shall disparage the other and
shall refrain from making any statement that is critical or
derogatory of any IIS operation or about any employee of IIS.
Neither party shall disclose to any third party the conditions
of Employee's employment with IIS except as may be required
(i) pursuant to applicable laws or regulations, including the
rules and regulations of the SEC,(ii) to effectuate the
provisions of employee plans or programs or insurance
policies, or (iii) as may be otherwise contemplated herein.
This restriction shall apply to any such statement, written or
oral, direct or indirect, voluntarily made.
Section 8. Cooperation. Employee agrees to fully cooperate with IIS in
immediately transitioning all of Employee's accounts,
responsibilities and projects to other IIS employees as
designated by IIS and to further cooperate with all reasonable
requests from IIS in the discussion, review and resolution of
all open, unresolved or disputed matters involving accounts,
clients and prospective clients with whom Employee had
involvement.
Section 9. Governing Law and Jurisdiction. This Agreement shall be
governed by and construed in accordance with the laws of the
State of Arizona. Both parties hereby irrevocably agree that
any dispute or claim arising out of this Agreement shall be
resolved in Maricopa County in accordance with the applicable
civil rules of the American Arbitration Association before one
arbitrator mutually chosen by the parties.
Section 10. Savings Clause. If any provision of this Agreement is invalid
under applicable law, such provision shall be deemed to not be
a part of this Agreement, but shall not invalidate any other
provision hereby.
"EMPLOYEE" "IIS"
XXXXXXX XXXXXXX INTEGRATED INFORMATION SYSTEMS,
INC., a Delaware corporation
BY: /s/ Xxxxxxx Xxxxxxx BY: /s/ Xxxx Xxxxx
Date: 5/30/01 Title: Director, Talent HR
Final Date for revocation: 6/5/01 Date: 5/30/01
(7 days after date of Agreement)
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