Termination Agreement - Artificial Life Switzerland AG and Brune Gabriel
[handwritten in English] Document B
TERMINATION AGREEMENT
BETWEEN
Artificial Life Europe AG (now Artificial Life Switzerland AG), 6362 STANSSTAD
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AS WELL AS
Artificial Life Solutions AG, 6363 STANSSTAD
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(HEREINAFTER TOGETHER CALLED ALIFE COMPANIES)
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on the one side
and
Mr. Bruno Gabriel, ALLMENDRASSE 11, 6375 BECKENNED
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(HEREINAFTER CALLED BG)
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on the other side.
INTRODUCTION
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On January 3, 1999, Artificial Life Europe AG (now Artificial Life Switzerland
AG) and BG concluded an employment contract, the employment relationship of
which was afterwards transferred to Artificial Life Solutions AG (hereinafter
called employment contract).
The employment contract shall be terminated by mutual consent as of August 31,
2000, with simultaneous conclusion of a separate consulting contract between
Artificial Life Inc., Boston USA, the parent company of the Artificial Life
Group (hereinafter called Alife), and BG. In the process, the agreements
regarding employee participation with options on Alife shares shall be concluded
between BG and Alife simultaneously with the employment contract (200,000 Alife
shares) and in a second tranche afterwards in April 2000 (100,000 Alife shares)
hereinafter called employment-participation agreements), and shall be further
upheld for a certain time as if the employment contract were not terminated.
Thus said, the parties agree as follows:
1. The Alife companies and BG shall terminate the employment contract by mutual
consent with effect as of August 31, 2000, according to the provisions of this
dissolution agreement.
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2. Until August 31, 2000, BG shall continue to perform the work in its entirety
according to the employment contract under the existing salary and reimbursement
for expenses with respect to the accumulated vacation claims.
3. As of August 31, 2000, BG shall resign from his position as delegate of the
board of directors of Artificial Life Solutions AG and Artificial Life Europe AG
(now Artificial Life Switzerland AG) and shall remain a member of the board of
directors in those companies, without authorization to sign for the companies,
under the consulting contract to be concluded separately.
Furthermore, it is emphasized that BG has resigned from his position as
executive director of Artificial Life Russia GmbH, St. Petersburg (a subsidiary
of Artificial Life Europe AG, Stansstad), in June 2000 (and approval by the
Alife companies or Alife shall be granted based on the last received statement
of account).
Furthermore, BG shall remain the manager of Netissimo.com AG in accordance with
the provisions of the separately concluded consulting contract.
4. With the termination of the employment relationship, Artificial Life
Solutions AG shall be obligated to pay BG a lump-sum severance pay of CHF
300,000.00 net, payable in 3 installments of 100,000.00 each at the end of
August, end of November and end of December 2000.
The final salary payments (for the month of August, etc.) along with
reimbursements for expenses must be paid to BG by September 10, 2000, at the
latest. Within the same period, the BVG3 freedom-of-movement funds must be
remitted to the freedom-of-movement account specified by BG or to the specified
pension fund.
The company vehicle made available to BG (with the license plate NW 2628) shall
be taken over, along with the leasing contract, by BG as of August 31, 2000.
The license plate NW 2628 shall remain assigned to BG as it has been until now.
5. The Alife companies guarantee for themselves as well as for Alife that the
employee-participation agreements with options on shares of Alife between BG and
Alife, concluded in the year 1999 (200,000 Alife shares) and in the year 2000
(100,000 Alife shares) shall be vested immediately and can be exercised by BG
until November 30, 2000, inclusively, in the amount of 300,000 Alife shares
(entirely or partially or as periodically graduated tranches) as if the
employment relationship were not terminated. Furthermore, it is guaranteed that
BG can acquire the Alife shares under the options in the form of "registered
common shares, listed at the NASDAQ," which are subject to no contractual sales
restrictions on the part of Alife and other Alife companies.
The Alife companies guarantee for themselves as well as for Alife that during
this time (until November 30, 2000 inclusively) BG can "cashlessly" exercise the
options over 300,000 Alife shares in accordance with Paragraph 1 above such that
the debt of BG to Alife after the exercise
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of options (striking price x number of Alife shares) is redeemed in settlement,
BG at the same time selling back (from the optionally brought Alife shares) a
number of Alife shares to Alife which is given by the said debt divided by the
current NASDAQ stock-exchange price (daily average price). The remainder of the
optionally bought shares thus remains the unburdened property of BG.
If the consulting contract between Alife and BG mentioned in the introduction is
prematurely terminated for any reason, then the obligations of the Alife
companies and Alife according to this agreement shall remain effective,
unaffected and unaltered.
6. BG declares that his return obligations will be fulfilled under the
employment contract as of August 31, 2000, if business records and documents are
not further required under the separate consultant contract and thus continue to
remain in his possession.
7. This contract contains (together with the consulting contract) the full
mutuality of assent by the parties. No collateral agreements were reached.
Alterations and/or additions to this contract require the written form,
including this proviso requiring the written form.
8. With the execution of these termination agreements, the parties declare
themselves settled with respect to the employment contract. BG shall raise no
claims in connection with the employment contracts against either Alife
companies or organs (boards, directors, etc.) or employees of Alife companies,
if and as long as these raise no claims against him in this matter.
Issued in three copies, two for Alife companies and one for BG
Stansstad, August 24, 2000
Artificial Life Europe AG (now Artificial Life Switzerland AG)
[signature]
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Artificial Life Solutions AG
[signature]
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In approval and acceptance of Item 3, Paragraph 2 and Item 5:
Artificial Life Inc., Boston
[signature]
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Bruno Gabriel
[signature]
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