Exhibit 99.2
RELEASE AND NON-DISPARAGEMENT
AGREEMENT
THIS RELEASE
AND NON-DISPARAGEMENT AGREEMENT (this “Release”) is
made by and between JOHN H. CAPOBIANCO (the “
Executive ”) and MEDECISION, INC. (the “
Company ”).
WHEREAS, the
Executive’s employment as an executive of the Company has
ceased; and
WHEREAS,
pursuant to that certain letter agreement between the Company and
the Executive dated August 14, 2007 (the “ Letter
Agreement ”), the Company has agreed to pay the Executive
certain amounts and to provide him with certain rights and
benefits, subject to the execution of this Release.
NOW THEREFORE,
in consideration of these premises and the mutual promises
contained herein, and intending to be legally bound hereby, the
parties agree as follows:
1.
Resignation and Consideration .
1.1
The Executive acknowledges and confirms that he has resigned as an
employee, officer and director of the Company, and as an employee,
officer and director of any subsidiary or affiliate of the Company,
effective August 14, 2007.
1.2
The Executive acknowledges that: (a) the payments set forth in
the Letter Agreement satisfy any entitlement he may have under his
Employment Agreement with the Company dated September 4, 2002 (as
amended, the “ Employment Agreement ”),
(b) he has no entitlement under any other severance or similar
arrangement maintained by the Company, and (c) except as
otherwise provided specifically in this Release, the Company does
not and will not have any other liability or obligation to the
Executive. The Executive further acknowledges that, in the
absence of his execution of this Release, the payments and rights
specified in the Letter Agreement would not otherwise be due to the
Executive.
2.
Release and Covenant Not to Sue .
2.1.
The Executive hereby fully and forever releases and discharges the
Company (including all predecessors and successors, assigns,
officers, directors, trustees, employees, agents and attorneys,
past and present)(collectively, the “ Released Persons
”) from any and all claims, demands, liens, agreements,
contracts, covenants, actions, suits, causes of action,
obligations, controversies, debts, costs, expenses, damages,
judgments, orders and liabilities, of whatever kind or nature,
direct or indirect, in law, equity or otherwise, whether known or
unknown, arising through the date of this Release, out of the
Executive’s employment by the Company or the termination
thereof, including, but not limited to, any claims for relief or
causes of action under the Age Discrimination in Employment Act, 29
U.S.C. § 621 et seq. , or any other federal, state or
local statute, ordinance or regulation regarding discrimination in
employment and any claims, demands or actions based upon alleged
wrongful or retaliatory discharge or breach of contract under any
state or federal law.
2.2.
The Executive expressly represents that he has not filed a lawsuit
or initiated any other administrative proceeding against any
Released Person and that he has not assigned any claim against any
Released Person. The Executive further promises not to
initiate a lawsuit or to bring any other claim against the other
arising out of or in any way related to the Executive’s
employment by the Company or the termination of that
employment. This Release will not prevent the Executive from
filing a charge with the Equal Employment Opportunity Commission
(or similar state agency) or participating in any investigation
conducted by the Equal Employment Opportunity Commission (or
similar state agency); provided, however, that any claims by the
Executive for personal relief in connection with such a charge or
investigation (such as reinstatement or monetary damages) would be
barred.
2.3.
The foregoing will not be deemed to release the Company from
(i) claims solely to enforce this Release, (ii) claims solely
to enforce the Letter Agreement, (iii) claims solely to
enforce the terms of any equity incentive award agreement between
the Executive and the Company (as modified by the Letter
Agreement), or (iv) claims for indemnification under the
Company’s By-Laws, under any indemnification agreement
between the Company and the Executive or under any similar
agreement.
