TERMINATION AGREEMENT AND GENERAL RELEASE AND WAIVER OF CLAIMSTermination Agreement |
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The parties to this Termination Agreement and General Release and Waiver of Claims ("Agreement") are Randolph Weil ("Employee") and Information Handling Services Group Inc. ("IHS"). 1) Employee's employment will terminate effective November 5, 2004 (the "Termination Date"). Employee has determined that it is to his advantage to accept the consideration offered for entering into this Agreement, to waive and release any and all claims as described in paragraph 6, to agree not to initiate legal action to enforce such claims, and by doing so to avoid the cost in time and economic and emotional resources which is a necessary part of pursuing such claims in the courts or in any other forum. 2) The entry into this Agreement by the parties is not and shall not be construed to be an admission of any act, practice or policy by Employee or IHS in violation of any statute, common law duty, constitution, or administrative rule or regulation. Further, this Agreement shall not constitute evidence of any such proscribed or wrongful act, practice or policy. 3) Each party agrees that this Agreement shall not be tendered or admissible as evidence in any proceeding by any party for any purpose, except that the Agreement may be offered as evidence in: a proceeding involving one or more of the parties in which an alleged breach of the Agreement, the enforcement of the Agreement, or the validity of any term of the Agreement is at issue; or, an unemployment compensation proceeding. 4) In consideration for Employee's entry into the Agreement and the resulting acceptance of the terms and obligations of this Agreement, including but not limited to the waiver and release of all claims, as described in paragraph 6 below, and subject to the other provisions of this Agreement, IHS shall pay to Employee, upon Employee's execution of this Agreement and the expiration of the seven-day revocation period described in paragraph 14, the sum of $315,000 as severance pay. On the same date, IHS shall pay to Employee the additional sum of $126,000, representing the amount that would be payable to Employee as annual bonus for the 2004 fiscal year at "target performance". In addition, IHS agrees to relocate employee, subject to the terms and conditions of the IHS Executive Relocation Policy, to a location within the United States during the one-year period from the Termination Date. All payments provided in this Agreement shall be less applicable withholding or deductions. Employee's medical, dental and vision coverages will be continued through November 30, 2005. Employee's premiums for such period will be deducted from the severance pay provided above. Should there be an increase in insurance premiums during the period through November 30, 2005, Employee agrees to reimburse IHS for the additional amount. Employee may continue health coverage to the extent provided under COBRA following November 30, 2005. 5) Employee has received grants of 520,000 stock option ("Stock Options") for the purchase of non-voting common stock of IHS Group Inc. under the 2002 Non-Qualified Stock Option Plan ("Plan") of IHS Group Inc. Employee and IHS agree that the Stock Options shall be cancelled and Employee shall have no further right, title or interest in or to any of the Stock Options or any rights under the Plan or any Stock Option Agreement or other document executed in connection with the Plan, all of which shall be deemed terminated. In consideration of the cancellation of the Stock Options, IHS shall pay to Employee, upon Employee's execution of this Agreement and the expiration of the seven-day revocation period described in paragraph 14, the sum of $1,099,400. 6) In exchange for the consideration and other promises provided by IHS described in this Agreement, Employee for himself and his representatives, heirs, and assigns, hereby releases and discharges IHS, and any successor, parent, affiliate, or subsidiary company of IHS, their present and former officers, directors, employees, agents, representatives, legal representatives, accountants, successors, and assigns, (collectively, the "Released Parties") from all claims, demands, and actions of any nature, known or unknown, that he may have against Released Parties, including but not limited to claims that in any manner relate to, arise out of or involve any aspect of his employment with IHS or any of the other Released Parties, and the termination of that employment, including, but not limited to, any rights or claims under the Worker Adjustment and Retraining Notification Act ("WARN"), 29 U.S.C. § 2101 et seq.; Colorado Anti-Discrimination Act, Colo. Rev. Stat. § 24-34-401, et seq.; Family and Medical Leave Act, 29 U.S.C. § 2601 et seq.; Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq.; Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e, et seq.; Vocational Rehabilitation Act, 29 U.S.C. § 701, et seq.; Americans with Disabilities Act, 42 U.S.C. § 12101, et seq.; Executive Order 11246; the Civil Rights Act of 1866, as reenacted, 42 U.S.C. § 1981; the National Labor Relations Act, as amended, 29 U.S.C. § 141, et seq.; and any and all other municipal, state, and/or federal statutory, executive order, or constitutional provisions pertaining to an employment relationship. This release and waiver also specifically includes, but is not limited to, any claims in the nature of tort or contract claims, including specifically but not limited to any claim of wrongful discharge, |
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