EXHIBIT 10.18
SECOND EXTENSION
AGREEMENT
This SECOND EXTENSION AGREEMENT (this
“Agreement”) is made and entered into as of June 27,
2003 by and between Captaris, Inc. (herein “Company”)
and Jeffrey B. deCillia (herein
“Executive”).
This agreement extends and modifies the June
27th, 2003, Extension Agreement and modifies the June 27
th
, 2003, Separation
Agreement previously entered into by the Company and the
Executive.
The Company desires to retain the services of
Executive, as an employee, in a non-titled subordinate role to
assist the Company, and specifically the CEO, President of the
Products Group and the incoming CFO, with certain transition
items.
The Executive is to resign his role as CFO,
Secretary and Corporate Officer (and any other subsidiary related
roles) as of September 15, 2003, or sooner if requested by the
Company.
The Executive is agreeable to such extension in
exchange for the compensation and other conditions detailed
below.
Extension Timing and
Responsibilities:
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The Executive
agrees to make himself available to assist the Company with Project
Tequila related transition items such as:
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Assist in Deal
Preparation and Negotiation as needed including due diligence,
information gathering, financial modeling, legal, etc.
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Assist in space
planning and implementation as needed including sub-lease
negotiations
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Assist with
Divisional/Corporate functional split, team assessment and
planning, transition efforts (including any potential staff
reductions)
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Assisting new
CFO with forecasting post event
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Divestiture in
lieu of sale should need arise
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Other items as
requested that reasonably relate to the smooth operation of the
finance and administrative functions for the company, pre and post
transition to a new CFO.
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