Sample Business Contracts

Severance Agreement - NextCard Inc. and Daniel Springer

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                           TERMINATION OF EMPLOYMENT

This Agreement is made effective as of September 1, 2000 (the "Effective Date")
by and between Daniel Springer ("Springer") and NextCard, Inc. ("NextCard"). The
parties agree as follows:

1.       Springer has decided voluntarily to terminate his employment with
         NextCard. Effective as of September 1, 2000, Springer hereby resigns
         all offices and positions with NextCard and all related subsidiaries or
         affiliated entities as of such date.

2.       Springer acknowledges that he received a payment of $10,474.35 (after
         normal withholding) on September 1, 2000, in settlement of accrued but
         unpaid wages subject to normal withholding), payment (at normal wage
         rates and subject to normal withholding) for all accrued and unused
         vacation through September 1, 2000, (it being acknowledged that accrued
         and unused vacation of approximately 198.03 hours), reimbursement for
         expenses properly incurred on behalf of NextCard, subject to NextCard
         policies and limitations with respect to reimbursable expenses, and
         reimbursement of $1,479.90 for the refund of Employee Stock Purchase
         Plan (ESPP) withholdings.

3.       Springer acknowledges each of his obligations under the existing
         Confidentiality and Inventions Agreement between Springer and NextCard
         (a copy of which is attached hereto), and acknowledges that within 10
         days after the Effective Date he will return to NextCard all
         confidential or proprietary NextCard materials (including all copies
         thereof) in his possession or under his control.

4.       Each party agrees to make no public or voluntary statement (whether
         orally or in writing) disparaging of, or likely to damage the
         reputation of, the other (including, in the case of NextCard, any
         affiliate of NextCard, or any officer, director or employee of
         NextCard). Nothing in this Section is intended to require Springer or
         any officer, director or employee of NextCard to testify other than
         truthfully when testifying as required by law. Additionally, NextCard
         shall notify relevant employees that all reference requests concerning
         Springer's employment at NextCard should be referred to Jeremy Lent.

5.       Springer acknowledges that he received a grant under NextCard Inc.'s
         1997 stock plan of 382,500 shares issued at approximately $.06 / share
         with a vesting start date of March 6, 1998 (all calculations on a
         post-split basis). Springer and NextCard agree to the following
         amendments and acknowledgements related to such options and the option
         agreement related thereto.

                  (a) The unvested portion (as defined in the relevant option
         agreement), as of the Effective Date, of the 382,500 option grant,
         reflecting options to purchase 151,407 shares of Common Stock of
         NextCard (hereafter referred to as the "Accelerated Portion"), will
         become fully vested and exercisable during the ninety day period
         commencing eighteen

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         months after the Effective Date (or such earlier date as NextCard in
         its sole discretion may determine and notice to Springer so long as it
         waives the applicability of the conditions set forth below as to the
         period after such earlier date), subject to the satisfaction of each of
         the following conditions precedent:

                           i.  Intentionally omitted.

                           ii. Subsequent Engagement. For a period of eighteen
         months after the Effective Date, Springer shall not have become
         employed by, render services to, become associated with, create, or
         invest in (other than investments in public companies at the level of
         not more than 1%) any of the following businesses: (i) businesses that
         involve the extension of consumer credit (but in the case of employment
         or rendering of services, only to the extent that Springer's employment
         or rendering of services actively involves the consumer credit side of
         such a business); (ii) development of internet based payment systems,
         including any business involved, as a primary focus of its business, in
         internet-based person to person payments or electronic bill presentment
         or payment; (iii) electronic banking; (iv) electronic wallet companies;
         or (v) businesses involving the direct marketing of financial services.
         NextCard reserves the right to waive this condition in particular

                           iii. No Breach, etc. Springer shall not have breached
         any contractual obligation to NextCard and, for a period of eighteen
         months after the Effective Date, Springer shall not have directly or
         through others caused an employee of NextCard to leave the employ of
         NextCard, whether or not Springer's pre-existing non-solicitation
         clause is breached.

                           iv. Marketing Partners. For a period of eighteen
         months after the Effective Date, Springer shall not have directly or
         through others caused, instigated or played a material role in a
         NextCard marketing partner terminating its relationship with NextCard.

                           v. Sale of Shares. Springer shall not have sold (or
         effectively sold or limited risk through the use of puts, calls, short
         sales, derivatives, etc.) any shares of NextCard stock (other than up
         to a total of 90,000 shares prior to December 31, 2000 for the payment
         of federal and state income tax liabilities associated with the
         exercise of NextCard shares, of which not more than 30,000 shall have
         been sold in any week) prior to the earliest to occur of (1) one year
         from the Effective Date; or (2) NextCard stock reaching a price (based
         on close of market NASDAQ quotations) of at least $20 per share (as
         appropriately adjusted from the Effective Date for stock splits,
         combinations, etc.) and maintaining that price for at least 30
         consecutive trading days. Additionally, Springer shall not have sold
         any shares of NextCard stock so long as he is considered an "Insider"
         of NextCard for SEC or reporting purposes. Prior to any sale of
         NextCard stock, Springer must receive a written affirmation from
         NextCard's General Counsel, or his designee, regarding his status.
         Springer shall not have violated any applicable securities laws or
         Company policies associated with the sale of shares in NextCard. Upon
         the request of Springer, NextCard's general counsel (subject to receipt
         from Springer of such assurances as such general counsel may request)
         shall advise Springer if

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         his proposed sale would violate any applicable Company policies and, if
         so, which policies would be violated.

         Springer acknowledges and agrees that the Accelerated Portion will be
         disqualified from treatment, under the United States Internal Revenue
         Code, as an Incentive Stock Option, and that such portion instead will
         be treated as a non-qualified stock option for tax purposes. Springer
         and NextCard acknowledge and agree that the foregoing conditions are
         not covenants of Springer. For example, the foregoing is not a
         "non-compete" agreement; Springer is free to compete with NextCard,
         absent any breach of trade secret and/or other continuing obligations
         to NextCard, but any competition that violates the foregoing conditions
         will result in the loss of the accelerated vesting rights described
         above, to which he is not otherwise entitled.

         It is NextCard's intent to notify Springer promptly if, during the
         18-month period following the Effective Date, NextCard's Chief
         Executive Officer comes to the conclusion that Springer has failed to
         satisfy any of the conditions set forth in this Section 5(a). For a
         period of seven days thereafter, Springer will have the right to cure
         such failure if and to the extent same is curable without damage to
         NextCard. However, NextCard shall not be obligated to take any
         affirmative steps to monitor Springer's activities, and any failure to
         so notify will not affect the provisions hereof.

                  (b) The unvested portions of any other stock option grants
         will expire as of the Effective Date and will not at any time be or
         become exercisable.


         a. Springer Releases Claims Against NextCard, Inc. Springer, on behalf
         of himself, his heirs and successors in interest, fully releases and
         discharges NextCard and its officers, directors, employees, attorneys,
         subsidiaries, affiliated companies and successors in interest from any
         and all claims, lawsuits, charges and liabilities of every kind which
         may exist against NextCard and such persons and entities as of the
         Effective Date arising out of or based on his employment relationship
         with NextCard or the termination of that relationship.

         b.  Intentionally omitted.

         c. Release Includes Employment-Related Claims. This release and waiver
         is intended to cover any and all claims which Springer may have against
         NextCard or the released persons arising out of or based upon his
         employment with NextCard or the termination of that employment,
         including any employment-related claims such as racial discrimination,
         sex discrimination, disability discrimination, claims under Civil
         Rights Act of 1964 (Title VII), claims under the Americans with
         Disabilities Act, claims under the California Fair Employment and
         Housing Act, the California Labor Code, and any other federal or state
         states barring discrimination in employment of any kind, and any claims
         in tort or contract related to Springer's employment; claims associated
         with any compensation paid or alleged to be due to Springer for
         services rendered to or for NextCard and its affiliates, whether in
         cash or stock or pursuant to any equity-based program of which Springer

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         a participant or to which he may have been eligible; and any claims
         associated with any acts or omissions of NextCard or any of the
         released persons arising out of or based upon Springer's employment and
         the termination of that employment. This release does not extend to
         claims to enforce this Agreement, claims by Springer under rights to
         indemnification contained in the Certificate of Incorporation or Bylaws
         of NextCard or under applicable law (which rights NextCard hereby
         acknowledges), or claims arising out of future actions, omissions or
         events unrelated to past actions, omissions or events.

         d. Release Includes Claims, Whether Known Or Unknown, Existing Prior to
         Signing of Agreement. This general release and waiver extends to all
         claims which existed before the Effective Date, and Springer expressly
         waives all rights under Section 1542 of the California Civil Code. That
         Section reads as follows:

         "1542. A general release does not extend to claims which the creditor
         does not know or suspect to exist in his favor at the time of executing
         the release which if known to him must have materially affected his
         settlement with the debtor."

         e. Springer Releases Any and All Rights to Participation in Any and All
         Bonuses. Springer, on behalf of himself, his heirs and successors in
         interest, fully releases and discharges any and all rights to
         participation in any and all bonuses offered by NextCard to its
         employees in exchange for the payment to Springer, contemporaneously
         herewith, of the cash sum of $25,000 (subject to applicable

7.       Springer acknowledges that in connection with Springer's termination of
         employment that NextCard has acted properly and not unlawfully in any
         respect. Springer and NextCard agree not to not make any public
         statement about the termination of employment except as approved in
         advance by the other party or as required by applicable law. NextCard
         acknowledges that it knows of no claims that it has against Springer
         that Springer has acted improperly or unlawfully in any respect in
         connection with his relationship with NextCard.

8.       By executing this Agreement, Springer expressly agrees that this
         Agreement shall be a bar to all claims of Springer released herein.
         Springer further agrees and represents that he has not transferred or
         assigned any such claims claimed or suspected by him. This Agreement
         constitutes the entire agreement between Springer and NextCard with
         respect to the subject matter hereof and supersedes all prior or
         contemporaneous agreements, representations or understandings. Springer
         and NextCard are executing this Agreement voluntarily and with a full
         understanding of its terms. This document may not be changed orally and
         shall be construed under and governed by the laws of the State of
         California, without regard for its conflict of law provisions. The
         parties acknowledge and agree that each has the opportunity to consult
         with counsel of its or his own choosing, and that no provision hereof
         is to be construed against any party as the draftsperson of this
         Agreement, it being acknowledged that each party has had an opportunity
         to participate in its creation.

9.       All payments, distributions and disbursements due to Springer from all
         NextCard qualified employee benefit plans of which Springer was a
         participant on the date of his

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         termination, if any, shall be made to Springer in accordance with the
         respective provisions of those plans. Nothing herein will affect
         Springer's eligibility for temporary continuation, at Springer's
         expense, of health insurance benefits under COBRA.

10.      This Agreement and the respective rights and obligations of the parties
         shall inure to the benefit of and be binding on their respective
         successors, assigns and legal representatives, including Springer's
         estate, executors, administrators, heirs, legatees or devisees.

11.      This Agreement has been duly authorized, executed and delivered by the
         parties hereto and constitutes the valid and binding obligation of the
         parties, enforceable against the parties in accordance with its terms.
         This Agreement shall be construed, interpreted and enforced in
         accordance with the laws of the State of California without reference
         to any conflict of law provisions.


______________________                NextCard, Inc.
Daniel Springer



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