Exhibit 10.5
AGREEMENT AND
RELEASE
IT IS HEREBY AGREED by and between
Jeffrey A. Rosolio (“Employee”) and Integral Systems,
Inc. (“ISI”), for the good and sufficient consideration
set forth below, as follows:
1. Employee’s employment will
terminate by mutual agreement effective March 20, 2009 (the
“date of separation”). Employee agrees to comply with
ISI’s policies and procedures and, as requested by ISI, to
continue to work and to perform all duties in a professional and
satisfactory manner and to provide assistance in the transition of
Employee’s responsibilities through and including the date of
separation. Subject to Employee’s compliance with these
conditions and the remaining provisions of this Agreement and
Release, ISI agrees:
(a) to employ Employee through the
date of separation;
(b) (i) to provide Employee
with salary continuation at Employee’s current salary rate,
minus applicable withholdings and deductions, from the date
following the date of separation through and including
March 20, 2010 (the “Termination Coverage Period”)
(for the avoidance of doubt, ISI shall have no right of set-off or
deduction for any compensation received by Employee from any third
party during the Termination Coverage Period), (ii) to pay any
Consolidated Omnibus Budget Reconciliation Act
(“COBRA”) premiums during the Termination Coverage
Period (or, if earlier, until COBRA coverage ends) for Employee and
Employee’s dependents if Employee (or, as applicable,
Employee’s dependents) elects COBRA coverage; and
(iii) to pay all accrued but unused vacation time through the
date of separation; and
(c) to pay to Employee an annual
bonus for the 2009 fiscal year, minus applicable withholdings and
deductions, prorated for the period of employment in such fiscal
year through the date of separation (provided, however, that such
bonus shall not be paid if ISI reasonably determines that Employee
did not substantially meet, to the extent obtainable, his
bonus-related goals as of the date of separation), with such bonus
to be paid at the time at which other similarly-situated ISI
executives receive their bonus payments.
Employee’s benefits will be
governed by applicable plan terms. For the avoidance of doubt, with
the exception of COBRA continuation coverage, Employee shall not be
eligible for benefits during the Termination Coverage Period.
(Employee may elect to continue health insurance coverage,
following the date of separation at Employee’s own expense,
in accordance with the provisions of COBRA, regardless of whether
Employee enters into this Agreement and Release.) Employee’s
outstanding stock options that are vested immediately prior the
date of separation shall remain outstanding for ninety
(90) days following the date of separation, and shall be
forfeited and cancelled if not exercised before such 90th day.
Employee’s outstanding stock options that are not vested
immediately prior the date of separation shall be forfeited and
cancelled as of the date of separation and shall not be exercisable
by Employee.
2. Employee acknowledges that, as of
the date of Employee’s signing of this Agreement and Release,
Employee has sustained no injury or illness related in any way to
Employee’s employment with ISI for which a workers
compensation claim has not already been filed.
3. In return for ISI’s
agreement to provide Employee with the consideration referred to in
Paragraph 1, Employee, for Employee and Employee’s heirs,
beneficiaries, devisees, privies, executors, administrators,
attorneys, representatives, and agents, and Employee’s and
their assigns, successors and predecessors, hereby releases and
forever discharges ISI and its parents, subsidiaries and
affiliates, its and their officers, directors, employees, members,
agents, attorneys and representatives, and the
predecessors,
successors and assigns of each of the foregoing
(collectively, the “ISI Released Parties”) from any and
all actions, causes of action, suits, debts, claims, complaints,
charges, contracts, controversies, agreements, promises, damages,
counterclaims, cross-claims, claims for contribution and/or
indemnity, claims for costs and/or attorneys’ fees, judgments
and demands whatsoever, in law or equity, known or unknown,
Employee ever had, now has, or may have against the ISI Released
Parties as of the date of Employee’s signing of this
Agreement and Release. This release includes, but is not limited
to, any claims alleging breach of express or implied contract,
wrongful discharge, constructive discharge, breach of an implied
covenant of good faith and fair dealing, negligent or intentional
infliction of emotional distress, negligent supervision or
retention, violation of the Age Discrimination in Employment Act,
the Older Workers Benefit Protection Act, the Civil Rights Act of
1866, Title VII of the Civil Rights Act of 1964, the Americans with
Disabilities Act, the Maryland Civil Rights Law, claims pursuant to
any other federal, state or local law regarding discrimination,
harassment or retaliation based on age, race, sex, religion,
national origin, marital status, disability, sexual orientation or
any other unlawful basis or protected status or activity, and
claims for alleged violation of any other local, state or federal
law, regulation, ordinance, public policy or common-law duty having
any bearing whatsoever upon the terms and conditions of, and/or the
cessation of Employee’s employment with and by ISI. This
release does not include claims that may not be released under
applicable law and does not include any claims related to the
obligations of ISI under this Agreement and Release.
ISI and its parents, subsidiaries
and affiliates, and its and their predecessors, successors and
assigns, hereby release and forever discharges Employee and
Employee’s heirs, beneficiaries, devisees, privies,
executors, administrators, attorneys, representatives, and agents,
and Employee’s and their assigns, successors and predecessors
(collectively, the “Employee Released Parties”) from
any and all actions, causes of action, suits, debts, claims,
complaints, charges, contracts, controversies, agreements,
promises, damages, counterclaims, cross-claims, claims for
contribution and/or indemnity, claims for costs and/or
attorneys’ fees, judgments and demands whatsoever, in law or
equity, known or unknown, ISI ever had, now has, or may have
against the Employee Released Parties as of the date of ISI’s
signing of this Agreement and Release
