NETWORK IMAGING CORPORATION
Network Imaging Corporation, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
TERMINATION OF CONSULTING AGREEMENT
This Termination of Consulting Agreement ("Agreement") is entered into by Net-
work Imaging Corporation ("Network Imaging"), ▇▇▇▇ Enterprises, Inc. ("ME") and
▇▇▇▇ ▇. ▇▇▇▇. ("▇▇. ▇▇▇▇"). The parties entered into a Consulting Agreement on
March 30, 1994 (the "Consulting Agreement") and have now agreed to terminate the
consulting relationship as of October 1, 1997 ("Termination Date"). The parties
agree to set forth the terms and conditions upon which the employment
relationship is to be concluded. ME and ▇▇. ▇▇▇▇ agree that they have received
valuable and sufficient consideration for entering into this Agreement. The
parties agree to the following terms:
1. Termination Date. ME's termination will be effective as of the Termination
Date.
2. Severance Pay. Network Imaging agrees to pay ME or its successor $30,000 on
October 1, 1997. In addition, Network Imaging shall pay gross severance pay
at the rate of $5,000 per month, beginning on October 1, 1997 and
terminating on September 1, 1998. Additionally, Network Imaging agrees to
grant to ME a warrant to purchase 66,667 shares of Network Imaging Common
Stock at an exercise price of $1.50 per share (the "Warrants"). The
Warrants shall be for a term of five (5) years, and the underlying shares
shall have piggyback registration rights commencing one year after the date
of execution of this Agreement.
3. Repricing of Stock Options. As further consideration to execute this
Agreement, Network Imaging agrees to effect the repricing of ▇▇. ▇▇▇▇'▇
existing stock options. ▇▇. ▇▇▇▇ currently holds 560,340 options to
purchase Network Imaging Common Stock, and the exercise prices of those
options range from $2.60 to $6.82 (the "Pre-existing Options"). The
Pre-existing options shall be converted, using the Black-Scholes model,
into 321,170 options to purchase shares of Network Imaging Common Stock at
an exercise price of $1.50 per share, the market price of the Common Stock
on September 17, 1997 (the "Post-effective Options"). The Post-effective
Options shall be subject to the vesting schedule of the stock option plan,
and further, notwithstanding the current exercisability of any of those
options, the Post-effective Options shall not be exercisable for a period
of twelve (12) months from the date of execution of this Agreement. This
Section 3 shall be ratified by Network Imaging's Board of Directors.
4. Agreement to Serve as Assistant Secretary. ▇▇. ▇▇▇▇ agrees to be employed by
Network Imaging as an Assistant Secretary, such employment to be at an
annual salary equal to the net amount sufficient to pay ▇▇. ▇▇▇▇'▇ annual
health and dental insurance premiums and to continue through December 31,
2003. ▇▇. ▇▇▇▇ shall receive all health and insurance benefits afforded to
Network Imaging employees while employed as an assistant secretary.
5. Survival of Certain Provisions of the Consulting Agreement. The parties
herein agree that Sections 9 and 10 shall survive for a period of twelve
(12) months from the date of execution of this Agreement.
6. Acknowledgment of Understanding. YOU AGREE THAT YOU HAVE READ AND FULLY
UNDERSTAND AND AGREE WITH THE TERMS OF THIS AGREEMENT AND THAT YOU HAVE NOT
BEEN COERCED IN ANY MANNER WITH REGARD TO THIS AGREEMENT, AND HAVE AGREED TO
THESE TERMS AFTER FULL AND FAIR NEGOTIATION.
This Agreement is agreed to and accepted by:
▇▇▇▇ ▇. ▇▇▇▇ and
▇▇▇▇ ENTERPRISES, INC.: NETWORK IMAGING CORPORATION:
By:________________________ By:___________________________
Signature Signature
Print Name: Print Name:
Date: Title:
Date: