ART TECHNOLOGY GROUP, INC.
Agreement and Release between
Clifford Conneighton
And
Art Technology Group, Inc.
Agreement made
by and between Art Technology Group, Inc., a Delaware corporation
(the “Company”) having a principal place of business
located at One Main Street, Cambridge, Massachusetts 02142, and
Clifford Conneighton (“EMPLOYEE”), an individual
residing at 53 Depot Road, Hollis, NH, 03049.
Whereas EMPLOYEE
has been employed by the Company; and
Whereas, EMPLOYEE
is party to a certain agreement, entitled “INVENTION,
NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT” (the
“Proprietary Information Agreement); and
Whereas,
EMPLOYEE’s employment with the Company will terminate as of
September 26, 2008.
Now, therefore, in
consideration of the foregoing and the mutual covenants contained
herein, the parties agree as follows:
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1.
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The
Company will pay to EMPLOYEE severance pay, in the form of pay
continuation 12 weeks of his/her base salary. Such payment
shall be subject to applicable taxes, which shall remain the
responsibility of the applicable party. If EMPLOYEE is entitled to
commission payments, the Company shall also pay to EMPLOYEE such
commissions as are due to EMPLOYEE under the most recent
compensation plan provided to said EMPLOYEE prior to
discharge.
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If EMPLOYEE
accepts employment elsewhere, either in the form of full-time
employment or consultancy, prior to the September 26, 2008
date, we will terminate employment immediately and commence
severance payments, assuming employment does not violate
EMPLOYEE’s non-compete obligations.
In addition, if
EMPLOYEE has upheld the obligations and covenants set forth in this
document, on or about February 28, 2009, ATG will pay a 2008
bonus, prorated to the termination date and according to the
criteria of EMPLOYEE’S individual plan, the financial results
of the year and the terms and conditions of the annual bonus
plan.
2. EMPLOYEE and his eligible
dependents will continue to be covered under the health benefit
plans in which you are currently enrolled through the last day of
the month of your active employment.
After this date,
EMPLOYEE’S participation in the benefit plans will be through
COBRA. ATG will cover COBRA costs during the severance period of
12 weeks. After that time, if EMPLOYEE wishes to continue
COBRA, he will be responsible for all premiums due. Please be aware
that the amount that ATG pays toward your COBRA premiums is
considered taxable wages.
3. The Company
will further reimburse EMPLOYEE for any valid and approved expenses
incurred as the result of EMPLOYEES job responsibilities with
Company subject to any required offset by the Company. Expenses
should be submitted within 2 weeks of EMPLOYEE’s last
day worked.
4. Vesting in
EMPLOYEE’s stock options shall cease as of September 26,
2008, or the Termination Date.
5.
(a) Except as expressly otherwise provided herein (including
without limitation any breach after the Effective Date of the
agreements set forth in paragraph 6) and except for any claims
which arise because of breach of this Agreement by the Company,
EMPLOYEE hereby waives, releases and promises never to assert any
and all claims that he has or might have against the Company and
its subsidiaries, officers, directors, stockholders, affiliates,
agents, attorneys, employees, successors or assigns, arising from
or related to his/her employment with Company, the termination of
such employment or, if applicable, his/her status as an officer or
stockholder of the Company or any of its subsidiaries. The
foregoing release as it applies to officers, directors and other
individuals is intended to release such persons in all capacities,
including individual and official. The released claims include, but
are not limited to, claims arising under federal, state, and local
statutory law, such as the Age Discrimination in Employment Act,
the Older Workers Benefit Protection Act, Title VII of the Civil
Rights Act of 1964 and the law of contract and tort.
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