Exhibit
99.1
AGREEMENT
This AGREEMENT dated
as of twenty-first day of September 2008 (the
“Agreement”), by and between Proginet Corporation, a
Delaware corporation with its principal place of business at 200
Garden City Plaza Garden City, New York 11530, and Kevin
M. Kelly, having an address at 1 Woods Lane, Locust Valley, New
York 11560.
WHEREAS ,
Kevin M. Kelly (“Kelly”) and Proginet Corporation (the
“Company”) are parties to that certain employment
agreement dated October 31, 2007 (the “Employment
Agreement”); and
WHEREAS , the
Company and Kelly have agreed to terminate the Employment
Agreement, subject to the terms and conditions specified below;
NOW THEREFORE
, the parties hereto agree as follows:
1.
Effective Date of Termination : The parties agree
that Kelly’s Employment Agreement and his employment with the
Company terminated at the close of business on July 31, 2008.
2.
Severance : The parties acknowledge that Kelly
has determined to resign and such resignation constitutes a
“Termination For Good Reason” under the Employment
Agreement in that the board of directors of the Company
communicated its intention to terminate the Employment Agreement
without “Cause.” Under these circumstances,
the Company and Kelly acknowledge that he is entitled to the
severance payments provided for in the Employment Agreement, and
the parties hereby agree that such compensation is finally
determined as follows:
(i) a
continuation of Kelly’s base salary of $237,360 per annum for
a period of 18 months, commencing in August, 2008 and payable
semi-monthly in 36 installments according to the Company’s
regular payroll practice;
(ii) a
payment of $51,750, which is equal to 150% of the highest annual
bonus paid to Kelly during fiscal years 2005, 2006, and 2007,
commencing August, 2008 and payable semi-monthly in 36 installments
according to the Company’s regular payroll practice;
(iii) Continued
participation from August 1, 2008 to January 31, 2010, in the
Company’s group health and insurance plan, 401k plan and any
other benefit plans or programs in which Kelly was enrolled on the
effective date of the termination of his employment. The
Company will provide to Kelly 36 semi-monthly payments of $677.86,
with respect to Kelly’s entitlement to the Company’s
matching contribution under the 401k plan, as well as the other
benefits that would be available to Kelly by participating in the
401k plan, recognizing that Kelly is not entitled to participate
under such plan due to the termination of employment;
(iv) Kelly
hereby waives his right to executive job placement counseling as
provided for in the Employment Agreement; and
(v) a
payment of $5,478, equal to six days of accrued vacation time as of
July 31, 2008 which was paid on August 22, 2008;
(vi) a
continued monthly automobile allowance of $612 for the period from
August 1, 2008 until January 31, 2010, amounting to a total of
$11,016.
(vii) Kelly
acknowledges that the final date for him to exercise any of his
options to purchase Proginet Common Stock was August 30, 2008 and
acknowledges and agrees that he will be given no extension of time
to exercise such options.
The parties agree
that the Company’s obligations to pay the aforementioned
amounts are
