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Sample Business Contracts

Severance Agreement - ADAM Software Inc. and David A. Tranberg

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                            A.D.A.M. SOFTWARE, INC.
                              SEVERANCE AGREEMENT



THIS SEVERANCE AGREEMENT (this "Agreement"), dated as of January 25, 1996, is
made by David A. Tranberg, an individual resident of the State of Georgia (the
"Executive"), and A.D.A.M. Software, Inc., a Georgia Corporation (the
"Company").

The purpose of this Agreement is to set forth the mutual understandings of the
Executive and the Company in the event of a termination of Executive's
employment by the Company without "Good Cause" (as defined below).



1.   If the Executive's employment with the Company is terminated for any
     reason other than (1) Good Cause (as defined below), or (2) the voluntary
     termination by Executive of his employment, then, if such termination
     occurs at any time, Executive will be entitled to receive one year's
     base salary and bonus (if earned) as severance.  In addition, the
     Company shall permit the Executive, at his own cost, to continue to
     participate in health benefit plans in accordance with the provisions of
     the COBRA legislation passed by Congress.


2.   It is expressly understood and agreed that Executive will only be
     required to perform services as an employee and officer of the Company at
     the Company's facilities at 1600 RiverEdge Parkway or such other location
     of the principal executive offices of the Company in the Atlanta
     metropolitan area as the Board of Directors of the Company may designate.
     If Executive is required to relocate to any location outside of the
     metropolitan Atlanta area in connection with his employment by the
     Company, and Executive elects not to accept such reassignment by notifying
     the Company in writing within 45 days of such reassignment, then he will
     be deemed to have been terminated by the Company without Good Cause and
     will be entitled to severance in accordance with the terms in Paragraph 1.


3.   It is further understood and agreed that if the Company unilaterally
     and materially reduces the Executive's duties and responsibilities, and
     the Executive elects not to accept such change in his role or
     responsibilities by notifying the Company in writing within 45 days of
     such change, then Executive's employment will be deemed to have been
     terminated by the Company without Good Cause and the Executive will be
     entitled to severance in accordance with the provisions of Paragraph 1.









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4.   For purposes of this Agreement, "Good Cause" shall exist upon the
     occurrence of any of the following: (i) Executive is convicted (in a
     United States court) of, pleads guilty to, or confesses to any felony or
     any act of fraud, misappropriation or embezzlement, (ii) Executive engages
     in a fraudulent act to the material damage or prejudice of the Company or
     any affiliate of the Company or in conduct or activities materially
     damaging to the property, business or reputation of the Company or any any
     affiliate of the Company, as determined in good faith by the Board of
     Directors of the Company, (iii) Executive is convicted (in a United States
     court) of, pleads guilty to, or confesses to illegal use by Executive of
     controlled substances, (iv) any material act or omission by Executive
     involving malfeasance or negligence in the performance of Executive's
     duties to the Company to the material detriment of the Company, which has
     not been corrected by Executive within thirty (30) days after written
     notice from the Company of any such act or omission, or (v) failure by the
     Executive to comply with the terms of this Agreement or any written
     policies or directives of the Board of Directors, which has not been
     corrected by Executive within thirty (30) days after written notice from
     the Company of such failure.

                                     A.D.A.M. SOFTWARE, INC.

                                     By: /s/ Curtis A. Cain
                                        -----------------------

                                     Title:  CEO
                                           --------------------

                                     EXECUTIVE

                                     /s/ David A. Tranberg
                                     --------------------------
                                     David A. Tranberg