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Exhibit
10.1
SEVERANCE
AGREEMENT
This Severance Agreement
(“Agreement”) is made as of June 4, 2008 by and
between I-many, Inc., a Delaware corporation having its principal
place of business at 399 Thornall Street Edison, New Jersey 08837
(the “Company”), and Lawrence Lindsey, a resident of
Livermore, California (“Executive”).
WHEREAS, Executive is
employed by the Company, the Company desires to continue receiving
the services of Executive, and Executive desires to continue his
employment with the Company, and
WHEREAS, the Board of
Directors of the Company (the “Board of the Directors”)
has determined that it is in the best interest of the Company and
its shareholders to formalize the circumstances under which
Executive will receive certain payments and/or benefits upon the
separation of his employment with the Company.
NOW, THEREFORE, in
consideration of the mutual covenants and promises contained herein
and other good and valuable consideration, the receipt and
sufficiency of which are acknowledged by the parties, the Company
and Executive agree to the follows:
1. Employment
Term. Executive’s employment with the Company shall
be at-will and Executive expressly acknowledges that his employment
may be terminated at the discretion of either party at any time and
for any reason. During the course of Executive’s employment
with the Company, Executive agrees to devote his full business
time, energy, attention, and skill to such employment and agrees
not to, directly or indirectly, engage or participate in, or become
employed by, or become a director, officer, or partner of, or
provide services for compensation to or in connection with, any
business activity that would be considered competitive with the
business of the Company or which conflicts or interferes with the
performance of Executive’s obligations under this Agreement
without the express written consent of the Board of
Directors.
2. Termination of
Employment.
2.1 Effects of
Termination.
(a) Termination by the
Company - Other than For Cause. Subject to the terms and
conditions hereof, if: (1) Executive’s employment is
terminated solely upon the discretion of the Company pursuant to
any reason other than for Cause or due to Death or Permanent
Disability, as those terms are defined below; (2) Executive
resigns his employment no more than ninety (90) days after a
fundamental reduction in Executive’s duties and
responsibilities or a material failure to pay Executive
compensation when it is due; (3) Executive resigns his
employment no more than ninety (90) days after the Company
requires him to relocate his principal work location
more
than 75 miles from its current location
of Redwood Shores, CA, or more than ninety (90) miles from
Executive’s current home which is located in Livermore, CA;
or (4) Executive resigns his employment no more than ninety
(90) days after Executive’s annual salary is reduced by
20% (except a temporary reduction that is imposed proportionately
on all members of the Company’s executive management team
(EMT)), Executive shall be entitled to the following:
(i) Salary and Accrued
Vacation. Salary through the date of termination, accrued
vacation earned but not yet paid through the date of termination,
and any earned but unpaid bonus and commissions, the availability
and pro rata calculation of which shall be determined solely at the
discretion of the Board of Directors.
(ii) Severance. The
Company shall pay Executive severance equal to six (6) months
of Executive’s annualized base salary in effect as of the
date of termination (or, if applicable, Executive’s greatest
annualized base salary in effect within 90 days prior to his
resignation), less applicable deductions and withholdings, payable
in accordance with the Company’s usual payroll
practices.
(iii) Medical
Benefits. The Company shall continue to maintain Executive as a
participant in its health insurance plan as required and/or
permitted under the Consolidated Omnibus Budget Reconciliation Act
of 1985 (often referred to as “COBRA”) and insofar as
elected by Executive; for up to six (6) months following
termination of employment, but only until Executive accepts
subsequent employment that offers health insurance, the Company
shall reimburse Executive, on a monthly basis, for the difference
between his COBRA expense and the amount paid by a Company employee
for the same coverage.
(b) Termination by the
Company following Change in Control. Subject to the terms and
conditions hereof, if during the 180-day period following a Change
in Control of the Company (regardless of Executive’s length
of service as an employee of the Company at such time),
Executive’s employment is terminated pursuant to subsections
2.1(a)(1), 2.1(a)(2), 2.1(a)(3) or 2.1(a)(4) above, then Executive
shall be entitled to the following:
(i) Salary and Accrued
Vacation. Salary through the date of termination, accrued
vacation earned but not yet paid through the date of termination,
and any earned but unpaid bonus and commissions, the availability
and pro rata calculation of which shall be determined solely at the
discretion of the Board of Directors.
(ii) Severance. The
Company shall pay Executive severance equal to twelve
(12) months of Executive’s annualized base salary in
effect as of the date of termination (or, if applicable,
Executive’s greatest annualized base salary in effect within
90 days prior to his resignation), less applicable deductions and
withholdings, payable in accordance with the Company’s usual
payroll practices.
(iii) Medical
Benefits. The Company shall continue to maintain Executive as a
participant in its health insurance plan as required and/or
permitted under COBRA and insofar as elected by Executive; for up
to twelve (12) months following termination of employment, but
only until Executive accepts subsequent employment that offers
health insurance, the Company shall reimburse Executive, on a
monthly basis, for the difference between his COBRA expense and the
amount paid by a Company employee for the same coverage.
(iv) The benefits contained
in this subsection 2.1(b) are intended as a replacement for the
benefits contained in subsection 2.1(a), and not supplemental
thereto.
For purposes of this Agreement, a
“Change in Control” is defined as the consummation of
any of the following transactions: (i) any merger or
consolidation which results in the voting securities of the Company
outstanding immediately prior thereto representing immediately
thereafter (either by remaining outstanding or by being converted
into voting securities of the surviving or acquiring entity) less
than a majority of the combined voting power of the voting
securities of the Company or such surviving or acquir
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