This Consulting Services Agreement involves
Title: CONSULTING AGREEMENT
Governing Law: Colorado Date: 8/5/2016
Industry: Software and Programming Sector: Technology
This Consulting Agreement (“ Consulting Agreement ”) is entered into by and between CIBER, Inc., a Delaware corporation (the " Company "), and Tina Piermarini (" Executive ").
WHEREAS, the Company and Executive entered into entered into an employment agreement dated June 13, 2014 (the " Employment Agreement ");
WHEREAS, Executive has resigned from the position of Executive Vice President and Chief Administrative Officer of the Company, effective as of June 12, 2016 (the “ Effective Date ”); and
WHEREAS, in order to resolve amicably all matters between the Company and Executive concerning the Employment Agreement, the benefits payable to Executive upon the end of Executive's employment with the Company, and the start of a consulting relationship between Executive and the Company, the Company and Executive hereby agree to the following terms and conditions:
1. Definitions . Capitalized terms used in this Separation Agreement and not defined herein shall have the meaning provided in the Employment Agreement.
2. Termination of Employment . For the purpose of this Consulting Agreement, June 16, 2016 , is Executive’s “ Termination Date . ” Executive has agreed to continue to serve in Executive’s current role through the Termination Date. The end of the revocation period provided by Section 16 below, shall be the “ Release Effective Date .”
3. Payment of Compensation . On the Company’s next regularly scheduled payroll payment after the Release Effective Date, Executive shall be paid all earned, unpaid salary through the Termination Date, any short-term cash incentive payment earned through the Termination Date (to be paid when such payments are normally made to similarly situated executives of the Company for that period), along with any reasonable and necessary business expenses incurred by Executive in connection with Executive’s duties through the Termination Date, so long as such business expenses are timely submitted and approved consistent with Company policy.
4. Continued Consulting Period . Executive hereby agrees to provide services as a consultant to the Company for a term of six months from the Termination Date. During this period, Executive will provide consulting services as reasonably requested in consideration for payment of $20,000 per month, payable in advance each month, with the first payment due on the Release Effective Date.
5. Additional Benefits . The Company shall reimburse Executive for moving expenses in the amount of $10,000, plus gross-up for taxes, payable on the Release Effective Date. Executive
shall receive a cash payment equal to the Company’s cost for providing health and dental benefits under the Company’s existing benefit plans for six months , payable on the Release Effective Date.
6. Equity Awards . On the third day following the Release Effective Date (or on the next business day, if the third day is a weekend day or a holiday), vesting of all of Executive’s outstanding unvested equity awards scheduled to vest through June 24, 2017 shall be accelerated to vest immediately. All additional unvested equity awards shall be revoked immediately thereafter, pursuant to the terms of the Company’s Long Term Incentive Plan.
7. No Compensation Owed . Executive acknowledges that, except for payment of final compensation and expenses as provided in Section 3 above, Executive has received all wages, compensation, or other amounts owed to Executive, that the consideration referenced in this Agreement is in addition to any wages or other compensation owed to Executive, and that, separate from the terms of this Agreement, Executive is not otherwise entitled to the consideration referenced in this Agreement.
8. Forfeiture of Benefits . Executive agrees and acknowledges that if Executive fails to comply with Executive’s obligations under Sections 9 through Section 11 of this Separation Agreement, Executive shall forfeit any remaining unpaid consulting payments provided under Section 4 of this release.
9. Return of Materials . On the Termination Date, Executive will personally and promptly return to a Company representative all equipment, documents, records, notebooks, disks, or other materials, including all copies, in Executive’s possession or control that contain Confidential Information of Company or Company’s clients or any other information concerning Company, its products, services, or customers, whether prepared by Executive or others. Executive understands and agrees that compliance with this paragraph may require that data be removed from Executive's personal electronic devices. Consequently, upon reasonable prior notice, Executive agrees to permit the qualified personnel of Company and/or its contractors access to such devices for that purpose.
10. Nondisparagement Agreement . Executive agrees not to make any communications or engage in any conduct that is or can reasonably be construed to be disparaging of the Company, its officers, directors, employees, agents, stockholders, products, or services. The Company agrees not to make any communications or engage in any conduct that is or can reasonably be construed to be disparaging of Executive.
11. Release . Executive (for Executive as well as Executive’s agents, heirs, successors, assigns, executors, and/or administrators) does hereby and forever release and discharge the Company and its past and present parent, subsidiary and affiliated corporations, divisions or other related entities, as well as the successors, shareholders, officers, directors, heirs, predecessors,
assigns, agents, employees, attorneys and representatives of each of them, past or present from any and all causes of action, actions, judgments, liens, debts, contracts, indebtedness, damages, losses, claims, liabilities, rights, interests and demands of whatsoever kind or character, known or unknown, suspected to exist or not suspected to exist, anticipated or not anticipated, whether or not heretofore brought before any state or federal court or before any state or federal agency or other governmental entity, which Executive has or may have against any released person or entity by reason of any and all acts, omissions, events or facts occurring or existing prior to the date hereof, including, without limitation, all claims attributable to the employment of Executive, all claims attributable to the end of that employment, and all claims arising under any federal, state or other governmental statute, regulation or ordinance o