Sample Business Contracts

Agreement and Release - Convera Technologies Inc. and Christopher Mann

Sponsored Links

                              Agreement and Release

     Agreement  and  Release  Convera  Technologies,  Inc.  ("Convera"  or  "the
Company")  and  Christopher  Mann ("Mr.  Mann")  hereby make and enter into this
Agreement and Release (the "Agreement").

NOW, THEREFORE, in consideration of the provisions and promises contained
herein, Mr. Mann and the Company agree as follows:

1.   Mr.  Mann will  resign  his  position  as Chief  Financial  Officer  of the
     Company, effective December 16, 2003, and the Company agrees to continue to
     employ  Mr.  Mann  from  December  16,  2003 to  September  30,  2004  (the
     "Continued Employment Period"). During the Continued Employment Period, Mr.
     Mann will make himself available, as needed,  including without limitation,
     for the  remainder  of Fiscal Year 2004,  and with the  Company's  year-end
     financial  activities.  Mr. Mann will also assist,  as requested,  with the
     transition  of his  prior  duties  to the  Company's  new  Chief  Financial

2.   Effective December 16, 2003, Mr. Mann's on-site duties at Convera's offices
     will cease and Mr. Mann will return to Convera all Confidential Information
     (defined  below) and other  Company  property in his  possession or control
     except that which may be required to fulfill his obligations in Paragraph 1
     above  and  will  return  all such  Confidential  Information  and  Company
     property on request of the Company.

3.   After Mr. Mann has signed this  Agreement,  and throughout the remainder of
     the Continued  Employment  Period,  the Company will pay Mr. Mann a monthly
     base  salary  of  $17,500  (which  is  equivalent  to an  annual  salary of
     $210,000),  less  applicable  withholdings  (the "Base  Salary"),  in equal
     semi-monthly installments.  The first installment will be made on the first
     payroll date occurring after this Agreement has become effective.

4.   During the Continued  Employment  Period, Mr. Mann's stock options (100,000
     at $4.38  vesting 1/8 every 6 months from  December 22, 2000 and 100,000 at
     $4.07  vesting  1/8 every 6 months from  January 31 2002) will  continue to
     vest according to their regular  schedule.  In accordance  with the Convera
     Corporation 2000 Stock Option Plan (incorporated herein by reference),  Mr.
     Mann may exercise  vested  stock  options for a period of  ninety(90)  days
     following the end of the Continued Employment Period.

5.   In  accordance  with its  standard  policies  and  practices,  Convera will
     reimburse Mr. Mann for  reasonable and  authorized  out-of-pocket  business
     expenses  incurred  by him,  on behalf of  Convera,  through the end of the
     Continued Employment Period.

6.   Other than his Base Salary,  Mr. Mann acknowledges and agrees that he shall
     not receive any other form of  compensation or benefits from Convera during
     the Continued  Employment Period,  except health and dental insurance under
     the Company's  benefit plan. For example,  Mr. Mann will not be eligible to
     accrue vacation leave during the Continued Employment Period.

7.   At the conclusion of the Continued Employment Period on September 30, 2004,
     Mr. Mann's  employment with the Company shall be terminated.  At that time,
     Convera will:

               (a) pay Mr. Mann for his accrued but unused  vacation time of 120
          hours less deduction of any federal, state or local taxes that Convera
          may be required to collect or  withhold  ("Withholding  Adjustments");

               (b) terminate Mr. Mann's regular health and dental coverage as of
          September 30, 2004;  thereafter,  Mr. Mann may extend such coverage at
          his own expense through COBRA continuation.

8.   In  consideration  for the  Company's  agreement  to provide  Mr. Mann with
     continued  employment and the payments  described above, and for other good
     and  valuable  consideration,  the  receipt  and  sufficiency  of which are
     expressly  acknowledged,  Mr. Mann hereby unconditionally  waives, releases
     and  forever  discharges  Convera and any of  Convera's  current or former,
     owners, officials, directors, officers,  shareholders,  affiliates, agents,
     benefit   plans,   representatives,    servants,   employees,    attorneys,
     subsidiaries,    parents,    divisions,    branches,   units,   successors,
     predecessors,  and assigns (collectively referred to as "Released Parties")
     from any and all claims,  causes of action,  demands or charges arising out
     of or relating to Mr.  Mann's  employment  by or  separation  from Convera,
     whether  known  or  unknown,  including  but  not  limited  to,  claims  of
     discrimination or breach of contract,  and claims based in whole or in part
     on the  Civil  Rights  Act of 1991,  the  Civil  Rights  Act of  1964,  the
     Americans with  Disabilities Act of 1990,  Executive Order 11246, the Equal
     Pay Act of 1963, the  Rehabilitation  Act of 1973, the Fair Labor Standards
     Act, the Civil Rights Act of 1866,  or under any other  employee  relations
     law, employee benefits law or applicable federal,  state, local, foreign or
     other law or regulations in any jurisdiction,  or causes of action sounding
     in tort or in  contract,  and  including  but not limited to any claims for
     wages,  commissions,  bonuses,  expense  reimbursement  or  other  forms of
     compensation,  monetary or equitable  relief,  damages of any nature and/or
     attorney's fees. 401(k) accrued benefits are unaffected by this release and
     Mr. Mann will continue to vest in the employer match portion of his account
     through  September 30, 2004 and continue to receive a summary of his 401(k)
     account information in the ordinary course.

9.            In return for good and valuable consideration, the receipt and
              sufficiency of which is expressly acknowledged, Convera hereby
              unconditionally waives, releases and forever discharges Mr. Mann
              from any and all claims, causes of action, demands or charges that
              are known to any Officer (other than Mr. Mann) or Director of
              Convera prior to December 16, 2003, including but not limited to
              those arising out of an inquiry performed by the Audit Committee
              of Convera's Board of Directors from August 1, 2003 through
              December 16, 2003 related to the accounting for certain

10.           This Agreement constitutes full and final settlement of any and
              all claims Mr. Mann has or may have, arising out of or relating in
              any way to Mr. Mann's employment, with or separation from Convera.
              For the purpose of implementing a full and complete release and
              discharge of Convera, Mr. Mann expressly acknowledges that this
              Agreement is intended to include in its effect, without
              limitation, all claims that Mr. Mann does not know or suspect to
              exist in his favor at the time of execution hereof, and that the
              Agreement contemplates the extinguishment of any such claim or
              claims. This Agreement shall be and remain in effect as a full and
              complete general release notwithstanding the discovery or
              existence of any additional or different facts.

11.           Mr. Mann hereby acknowledges that the agreements and covenants
              relating to the Continued Employment Period described herein do
              not arise from any pre-existing legal obligations of Convera, and
              that, except as set forth herein, Mr. Mann has no legal or other
              entitlement to the payments described herein under any policy,
              plan or procedure of Convera (including its predecessors Excalibur
              Technologies, Inc. and/or Intel Corporation's Interactive Media
              Services division (collectively, the "Predecessors")) or under any
              prior agreement (written or oral) between Mr. Mann and Convera or
              the Predecessors.

12.           Mr. Mann agrees and acknowledges that information and materials in
              written, oral, magnetic, photographic, optical or other form, and
              whether now existing or developed or created during the period of
              Mr. Mann's employment or engagement with Convera and its
              Predecessors, are proprietary to Convera and are highly sensitive
              in nature. Mr. Mann and Convera further agree that "Confidential
              Information" is any information not in the public domain,
              including but not limited to:

         (a)      All data, documents, materials, drawings and information
                  received in tangible form and marked "Proprietary" or

         (b)      Any and all ideas, concepts, know-how, methods, techniques,
                  structures, information and materials relating to existing
                  software products and software in various states of research
                  and development including, but not limited to, source code,
                  object and load modules, requirements specifications, design
                  specification, design notes, flow charts, coding sheets,
                  annotations, documentation, technical and engineering data,
                  laboratory studies, benchmark test results, and the
                  structures, organization, sequence, designs, formulas and
                  algorithms which reside in the software and which are not
                  generally known independently to the public or within the
                  industries or trades in which Convera competes.

         (c)      Internal business procedures and business plans, including
                  analytical methods and procedures, licensing techniques,
                  manufacturing information and procedures such as formulations,
                  processes and equipment, technical and engineering data,
                  vendor names, other vendor information, purchasing
                  information, financial information, service and operational
                  manuals and related documentation, ideas for new products and
                  services and other such information which relates to the way
                  Convera conducts its business which is not generally known to
                  the public.

               (d)  Patents,  copyrights,  trade  secrets,  trademarks,  service
                    marks, and the like.

               (e)  Any  and  all  customer  and   marketing   information   and
                    materials,  such as strategic data,  including marketing and
                    development  plans,  forecasts and forecast  assumptions and
                    volumes,  and future plans and  potential  strategies  which
                    have been or are being discussed;  financial data, including
                    price and cost objectives, price lists, pricing policies and
                    procedures,   and  quoting  policies  and  procedures;   and
                    customer data,  including customer lists, names of existing,
                    past or  prospective  customers  and their  representatives,
                    data  provided  by or about  prospective,  existing  or past
                    customers,  customer service information and materials, data
                    about the terms, conditions and expiration dates of existing
                    contracts  with   customers  and  the  type,   quantity  and
                    specifications of products and services purchased, leased or
                    licensed by customers of Convera.

         (f)      Any and all information and materials in Convera's possession
                  or under its control from any other person or entity to which
                  it is obligated to treat as confidential or proprietary.

13.  Mr. Mann  represents  and warrants that he has complied with the provisions
     of any employment and/or  confidentiality  agreement or similar  agreements
     previously  entered into  between Mr. Mann and Convera or the  Predecessors
     (the "Employee  Confidentiality  Agreement") and that Mr. Mann has not done
     or in any way been a party to, or knowingly permitted,  and will not engage
     in or permit any of the following:

               (a)  Disclosure of any Confidential  Information or trade secrets
                    of Convera;

               (b)  Retention of any trade secrets or  Confidential  Information
                    of Convera;

               (c)  Copying any of the above; or

               (d)  Retention of any materials or personal  property  (including
                    any  documents or other written  materials,  or any items of
                    computer or other hardware,  or any software,  or any office
                    equipment) belonging to, or in the possession of, Convera.

14.  Mr. Mann  confirms  his promise to continue to perform the  obligations  he
     undertook in any Employee Confidentiality Agreement,  including (but not by
     way of limitation) Mr. Mann's  agreement not to copy,  remove,  disclose to
     his employer (or to anyone else), or to use in any way for any purpose, any
     Confidential   Information,   trade  secrets,  business  records  or  other
     materials or property provided or disclosed to him or created or learned by
     him during his employment with Convera. Mr. Mann further agrees that during
     the  Continued  Employment  Period and for a period of twelve  (12)  months
     thereafter he will not solicit or induce,  or attempt to solicit or induce,
     any current or future  employee of Convera to leave  Convera for any reason
     and that Mr.  Mann  agrees  that he will not  attempt to contact  Convera's
     clients or potential  clients of which he is aware with regard to Convera's
     products  and  business  nor to  solicit,  divert,  or take away any of the
     customers of the Company or any of its  suppliers.  Mr. Mann further agrees
     and acknowledges that all work performed, created and conceived relating to
     Mr.  Mann's  scope of  employment  while an employee of Convera  and/or the
     Predecessors,  was done so pursuant to the Work Made for Hire  Doctrine and
     as such, as between Mr. Mann and Convera,  is the property of Convera.  Mr.
     Mann  expressly  confirms  that he knows of no reason  why any  promise  or
     obligation set forth in any Employee  Confidentiality  Agreement should not
     be fully enforceable against Mr. Mann.

15.  Mr. Mann  acknowledges  that by virtue of Mr. Mann's employment by Convera,
     and over the course of that employment, Mr. Mann has obtained trade secrets
     and  Confidential  Information  of Convera,  the use or disclosure of which
     would cause irreparable harm to Convera. Mr. Mann further acknowledges that
     money damages are not a sufficient  remedy for breach of this Agreement and
     that Convera shall be entitled,  in addition to any and all other  remedies
     available  to  Convera,  the entry of  preliminary  injunctive  relief as a
     remedy for such breach without the need to post a bond and without proof of
     actual damages. In the event that either Convera or Mr. Mann is required to
     enforce its or his rights under this  Agreement and prevails,  both parties
     agree that the prevailing  party shall be entitled to recover all costs and
     fees incurred, including attorneys' fees.

16.  Mr. Mann confirms that,  during the Continued  Employment  Period and for a
     period of twelve (12) months thereafter, he will not engage in any activity
     that is or is intended to be, directly or indirectly  competitive  with the
     products  developed,  manufactured or marketed by the Company,  or products
     which the Company has under  development or which are the subject of active
     planning at any time during his employment. Companies for which he will not
     accept  employment or consultancy  for a period of up to twelve (12) months
     following  the  end of the  Continued  Employment  Period  include  Verity,
     Autonomy, and Fast Company and their respective successors, if any.

17.  Except as provided  herein  (particularly  in section 14),  this  Agreement
     supersedes,  cancels and replaces any other agreement  between Mr. Mann and
     Convera.  Any right or entitlement in effect or available to Mr. Mann under
     any such other agreement is hereby  unconditionally  and irrevocably waived
     by  Mr.  Mann  to  the  maximum  extent  permissible.  Notwithstanding  the
     foregoing,   any  agreement   between  Mr.  Mann  and  Convera  and/or  the
     Predecessors,  by which Mr.  Mann has  assigned  intellectual  property  to
     Convera shall remain in effect.

18.  This Agreement may not be changed or altered, except by a writing signed by
     Convera and Mr.  Mann.  The  parties  agree that if any  provision  of this
     Agreement is deemed invalid,  the remaining  provisions will still be given
     full force and effect.  Further,  any material  breach of this Agreement by
     Mr. Mann shall excuse Convera from further  performance of this  Agreement.
     The  remedies  set forth  herein  are not  intended  to  exclude  any other
     remedies available to either party at law or equity.

19.  This  Agreement  shall be governed by and, for all purposes,  construed and
     enforced in accordance with the laws of the State of Virginia applicable to
     contracts  made and to be  performed  in such  state.  Convera and Mr. Mann
     agree that the federal or state courts of the State of Virginia  shall have
     sole and exclusive  jurisdiction over any claim or cause of action relating
     to this Agreement or Mr. Mann's employment by Convera or the termination of
     such employment,  and Mr. Mann hereby consents to accept service of process
     as provided  under  Virginia  law or by  registered  mail,  return  receipt
     requested, and waives any objection to personal jurisdiction of Mr. Mann in
     the state or federal courts of the State of Virginia.

20.  Mr.  Mann  agrees  that the  terms and  conditions  of this  Agreement  are
     confidential  and are not to be discussed with any current,  future or past
     employees of Convera.  The parties agree to hold these terms and conditions
     in strict confidence,  except as required by law, or as necessary to obtain
     legal or financial advice. Any violation of this confidentiality  provision
     shall be considered a material breach of this Agreement.




By:   /s/ PATRICK C. CONDO                  /s/ CHRISTOPHER MANN
      ______________________________       ______________________________
         Authorized Signature                Signature

Dated: January 7, 2004                     Dated:  January 7, 2004