EXHIBIT 10.3
Separation and Consulting Agreement
Effective as of August 1, 2002, that parties hereto agree that the Employment
Agreement made and entered into as of May 15, 2000, by and between The viaLink
Company (the "Company") and ▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "Employee"), together with all
amendments thereto (collectively, the "Employment Agreement") shall be
terminated on the following terms:
1. The Company and Employee acknowledge that the effective date of Employee's
separation and termination of employment and resignation from any and all
offices held shall be the effective date of this Agreement; provided,
however, only that compensation set forth in this Agreement shall be paid
to Employee, whether or not accrued prior to the effective date of
separation date. Compensation or other payment set forth in the Employment
Agreement not specifically addressed herein, such as automobile allowances
or expenses, shall terminate effective August 1, 2002.
2. In connection with such termination, Company and Employee agree that
Company shall pay Employee eleven (11) biweekly payments of $5,948.00 each,
paid in cash, starting on August 16, 2002, for a total aggregate payment of
$65,428.00. All normal and customary payroll deductions currently in effect
(such as FICA, Federal income tax withholding, and employee-authorized
deductions for benefit plans), and which per this Agreement are anticipated
to continue, shall continue to be made as appropriate. Employee's regular
biweekly compensation shall be paid on August 2, 2002, at the rate in
effect prior to this Agreement.
3. The Company will cause its records to reflect that Employee is on furlough
until December 31, 2002; at Employee's option, payments to Employee shall
be characterized as payments made for services rendered and Employee's
services shall be characterized as consulting fees. For purposes of
continuing Employee's coverage under the Company's health (medical, dental,
and vision) insurance plans, to the extent legally permissible the Company
shall report to the Company's insurers Employee's status in such manner as
best calculated to continue Employee's coverage under those plans. Employee
shall not be regarded as continuing Employee's employment with the Company
for any other reason.
4. The Company will cause the administrator of the stock option plan of the
Company to reflect continuing vesting until December 31, 2002, of all stock
options granted by the Company to Employee; options not vested by December
31, 2002, shall be terminated and not replaced. All options vested and to
become vested shall continue in force in accordance with the terms and
conditions of the stock option plan until March 31, 2003, upon which date
they will expire without notice to Employee (unless Employee has previously
exercised the options, in which case they will be terminated by virtue of
exercise and not replaced).
5. Employee shall keep the laptop computer and printer/fax, with related small
equipment (e.g., cables and docking station) currently owned by the Company
but in Employee's possession. To the extent Employee has any other property
of the Company in
Employee's possession, including files, manuals, and papers, Employee shall
return it to the Company upon completion of Employee's consulting services
on December 31, 2002. Upon completion of Employee's consulting services on
December 31, 2002, Employee shall surrender Employee's laptop computer to
the Company for appropriate security screening and removal of appropriate
programs and files, and the Company shall return Employee's laptop computer
to Employee within 48 hours of receipt by the Company..
6. From time to time until January 1, 2003, the Company may, solely at its
election, call upon Employee to perform consulting services, subject to
Employee's availability, at no charge to the Company; provided, Employee
shall not be asked to perform services in excess of fifteen (15) hours per
week. Employee undertakes to work to complete various projects for the
Company, including the Efficient Foodservice Response regarding the
Company, prior to January 1, 2003. Time devoted to the completion of these
projects shall be counted toward the fifteen hours per week maximum
commitment by Employee. Employee's e-mail address and services at the
Company shall be continued until January 1, 2003, so as to allow Employee
to perform these services for the Company. Any out-of-pocket expenses
incurred by Employee in the performance of consulting services shall be
reviewed, approved, and paid to Employee in the normal course of expense
reporting and reimbursement, and any expenses pending as of the effective
date of this Agreement shall be similarly reimbursed.
7. The covenants pertaining to non-competition and confidentiality, all as set
forth in the Employment Agreement, shall continue in full force and effect
throughout the term of this Agreement, ending effective as of December 31,
2002. Employee shall have the right to hire, directly or indirectly,
departing employees of the Company, and his past actions in this regard are
hereby ratified.
8. Other than as herein agreed, each party hereto releases the other, and to
the extent applicable the other's affiliates, directors, officers,
employees, heirs, and assigns, from any and all claims, demands or causes
of action regarding the Employment Agreement, Employee's employment by the
Company, any law or regulation purporting to control or actually
controlling Employee's employment by the Company, as well as Employee's
acts or omissions while employed by the Company. The terms of this
Agreement shall supersede and control any contrary provision of any other
agreement between the parties and shall be binding upon each party's heirs,
successors, and assigns, as applicable.
9. Both parties acknowledge and agree that this Agreement must be approved by
the Compensation Committee of the Company's Board of Directors prior to its
being binding upon either party to this Agreement. The Company undertakes
to circulate this Agreement for said approval promptly upon complete
execution of this Agreement, and both parties undertake to recommend its
approval by the Compensation Committee of the Company's Board of Directors.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby,
have executed this Separation Agreement effective as of the date first above
written.
The viaLink Company Employee:
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Chief Executive Officer