SEPARATION AGREEMENT AND
RELEASE
THIS
SEPARATION AGREEMENT (the “Agreement”) is being
entered into on January 31, 2009, between Marco Emrich, an
individual residing at 20 Sheffield Court, Phoenixville, PA 19460
(hereinafter referred to as “Employee”) and Sedona
Corporation, a Pennsylvania Corporation with offices at 1003 West
9 th
Avenue, King of Prussia, PA 19406
(the “Company”);
WHEREAS,
pursuant to the terms of an Employment Agreement dated as of
June 24, 2004 between the Employee and the Company, the
Employee was employed as Chief Executive Officer and President of
the Company (the “Employment Agreement”);
and
WHEREAS ,
Employee has resigned as Chief Executive Officer, President and a
Director of the Company effective September 17, 2008 and both
the Company and Employee desire to enter into this Agreement to
finally resolve all questions of compensation, entitlement to
benefits, and any and all other claims, whether known or unknown,
which Employee may have relating to his employment with and his
separation from the Company;
NOW,
THEREFORE, in consideration of the mutual promises contained in
this Agreement and intending to be legally bound, the parties agree
as follows:
1.
Capitalized terms not otherwise defined herein shall have the
meaning set forth in the Employment Agreement.
2.
Employee’s employment with the Company terminated effective
September 17, 2008 (the “Termination
Date”).
3.
In consideration of the execution and delivery of this Agreement to
the Company, and subject to the provision of this Agreement, the
parties agree that the Company will pay the following to the
Employee:
a. Wages and
Severance . The Company will pay the Employee a total of
$63,176.03 for Employee’s services to the Company through and
including September 17, 2008. The Company will also pay
Employee severance based on three months salary, totaling
$56,250.00. The wages and severance amounts will be paid to
Employee at a biweekly rate of $4,593.30, on a continuing payroll
basis, over a one year period and will be paid at the same time as
salaries to the Company’s Chief Financial Officer, and Chief
Technology Officer, and their successors, are paid, in accordance
with the regular payroll practices of the Company until
December 31, 2009 (the “Expiration Date”). Should
the base salaries to the Company’s Chief Financial Officer
and Chief Technology Officer be
prorated or
accelerated at any time during the term of the Agreement, payments
to Employee will be equally prorated or accelerated. The amounts
due hereunder to Employee for wages and severance will be paid to
Employee even if Employee becomes employed elsewhere. Employee is
not eligible to participate in, or contribute to, the Company
401(k) plan, once Employee begins receiving severance
payments
b. Accrued
Vacation . In lieu of cash compensation for accrued vacation,
the Company will grant the Employee 450,000 shares of unrestricted
common stock under the “Sedona Corporation 2000 Stock Option
Plan.”
c.
Reimbursement for Expenses . Expenses incurred by the
Employee, which are subject to reimbursement by the Company, amount
to $2,876.30. These expenses will be paid to the Employee within
30 days of Employee’s execution of this Separation
Agreement.
d.
Benefits . Effective on the Termination Date, Employee is
eligible to continue medical, dental and vision coverage for a
maximum period of 18 months in accordance with the
Consolidated Omnibus Budget Reconciliation Act of 1985
(“COBRA”). Employee will continue to be eligible
to participate and the Company shall provide the Employee and the
Employee’s spouse with (to the extent permissible under the
terms of such plans or programs) medical, dental and vision
insurance coverage until March 31, 2009. Thereafter, the
Employee may elect, at his own expense, to continue coverage for
the remaining period in accordance with COBRA. Medical,
dental and vision coverage will be canceled if the Company no
longer provides group health coverage to any of its full time
employees; the premium for the continuation coverage is not paid by
the 1 st
day of each month Employee elects
coverage; Employee becomes covered under another group health plan;
or Employee becomes eligible for Medicare coverage.
4.
The Employee shall also be entitled to indemnification against any
liability incurred in connection with the Employee’s service
as an officer or director of the Company, to the extent that such
indemnification is provided for in the Bylaws of the
Company.
5.
Stock options previously granted to the Employee were fully vested
as of September 17, 2008. The terms and conditions of such
options are governed by the 2000 Incentive Stock Option Plan of the
Company and the related award agreements between the Employee and
the Company.
6.
In consideration of the sums and other consideration paid to
Employee hereunder, Employee agrees that for the period of time
commencing on the Termination Date and ending on the Expiration
Date, Employee will use best efforts to make himself available on a
limited basis as a consultant during normal business hours, upon
reasonable advance notice from
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the Company
and, to the extent requested by the Company without unreasonably
interfering with any employment (full-time or part-time) or
consulting engagements Employee may have at the time of such
request , on site at the Company’s facilities in King of
Prussia, Pennsylvania, by telephone or at such other locations as
may be reasonably requested by the Company. The Company will be
responsible for reimbursement to Employee of actual and reasonable
associated expenses, including, but not limited to, airfare,
lodging, and meal expenses incurred with any consulting services
set forth herein.
7.
If Employee has knowledge of or is alleged to have knowledge of any
matters which are the subject of any pending, threatened or future
litigation involving the Company, he will make himself available to
testify if and as necessary. Employee will also make himself
available to the attorneys representing the Company in connection
with any such litigation or dispute for such purposes as they may
deem necessary or appropriate, including but not limited to the
review of documents, discussion of the case and preparation for any
legal proceedings, provided that they do not unreasonably interfere
with any employment (full-time or part-time) or consulting
engagements Employee may have at that time. This Agreement is not
intended to and shall not be construed so as to in any way limit or
affect the testimony which Employee gives in any such proceedings.
Further, it is understood and agreed that Employee will at all
times testify fully, truthfully and accurately, whether in
deposition, hearing, trial or otherwise. The Company will be
responsible for reimbursement to Employee of actual and reasonable
associated expenses, including, but not limited to, airfare,
lodging, and meal expenses incurred with any services set forth
herein.
8.
Employee acknowledges that the Company’s obligations under
this Agreement, including but not limited to the obligations set
forth in Section 3 of this Agreement are subject to the
Employee’s continued compliance with the Restrictive
Covenants of this Agreement. In the event that the Employee fails
to fully and faithfully comply with the foregoing, then in addition
to all other remedies available to the Company at law or equity,
the Company’s obligation to pay any sum otherwise due and
payable under this Agreement and to perform any obligation pursuant
to this Agreement shall forthwith terminate. Any action available
to or taken by the Company shall not impair or affect any of the
Employee’s obligations under this Agreement, including
without limitation the release of claims in Section 13 which
shall remain in full force and effect.
9.
Employee agrees that he will not make any statement, whether oral
or written, if such statement is intended to or will have the
effect of disparaging, defaming, discrediting or belittling the
Company, its products, affiliates, customers and their past and/or
present employees, officers, members, directors, managers, nor will
he communicate to any third party information concerning the
Company, its affiliates or customer’s business practices
which are not otherwise generally known to the public. The Company
agrees that it will not make any statement, whether oral or
written, if such statement is intended to or will have the effect
of disparaging, defaming, discrediting or belittling the Employee,
nor will it communicate to any third party person information
concerning the Employee.
10.
Employee shall keep in strictest all information relating to the
Business, affairs and customers of the Company, its affiliates and
subsidiaries (collectively hereinafter
3
referred to as
the “Confidential Information”), including among other
things but without limitation the Company, its affiliates and
customers, methods, know-how fi
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