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Retirement and Post-Employment Agreement - Broadway & Seymour Inc. and William W. Neal III

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made, effective as of the close of business on the 15th day of July, 1996 (the
"Effective Date"), by and between WILLIAM W. NEAL, III,  a citizen and resident
of North Carolina (hereinafter "Neal"), and BROADWAY & SEYMOUR, INC., a North
Carolina corporation having its principal place of business in Charlotte, North
Carolina (hereinafter "BSI").  The parties hereto acknowledge as follows:

                              W I T N E S S E T H:

         WHEREAS, Neal has been employed by BSI as Chairman of the Board of
Directors; and

         WHEREAS, Neal intends to retire from employment as of April 30, 1997
(the "Retirement Date"); and

         WHEREAS, Neal intends to continue as a member of the Board of
Directors of BSI through December 31, 1996; and

         WHEREAS, the parties have voluntarily entered into this Agreement for
the purpose of eliminating and resolving all matters arising out of Neal's
employment with BSI, effecting the termination of Neal's employment, providing
certain specified benefits for Neal, memorializing the parties' agreement
concerning Neal's post-employment relationship with BSI, and finally, fully and
completely resolving amicably any and all matters actually or potentially in
controversy between them.

         NOW, THEREFORE, in consideration of the mutual covenants and promises
hereinafter made by Neal and BSI, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby expressly
acknowledged by the parties hereto, the parties agree as follows:

                                   ARTICLE I
                               OBLIGATIONS OF BSI

Section 1.1      Payment through December 31, 1996.  BSI shall pay Neal his
                 current salary, payable in semi-monthly installments of
                 $10,416.67, less required state and federal tax withholding
                 deductions, from the Effective Date through December 31, 1996.
<PAGE>   2

Section 1.2      Payment from January 1, 1997 through April 30, 1997.  BSI
                 shall pay Neal one-half (1/2) of his current salary, payable
                 in semi-monthly installments of $5,208.33, less required state
                 and federal tax withholding deductions, from January 1, 1997
                 through April 30, 1997.

Section 1.3      Unemployment Compensation.  BSI shall not contest any
                 application for unemployment compensation that Neal may elect
                 to file with the North Carolina Employment Security Commission
                 after the Retirement Date, but Neal understands and agrees
                 that the payments made under Sections 1.1 and 1.2 above are
                 wages in lieu of notice of discharge, and for the time period
                 during which such payments are made, Neal will not seek
                 unemployment compensation benefits.

Section 1.4      401(k) Profit Sharing.  BSI shall distribute all sums which
                 Neal is entitled to receive under BSI's 401(k) Profit Sharing
                 Plan in accordance with Sections 5.1(a), 5.1(c), 5.4(a) and
                 5.4(c) of that Plan consistent with Neal's employment
                 hereunder until the Retirement Date.

Section 1.5      Employee Stock Purchase Plan.  BSI agrees that it shall
                 distribute all sums which Neal is entitled to receive under
                 the Broadway & Seymour, Inc. Employee Stock Purchase Plan, if
                 any, in accordance with Section 7.1(a) of that Plan consistent
                 with Neal's employment hereunder until the Retirement Date.

Section 1.6      Restated 1985 Incentive Stock Option Plan.  For the purposes
                 of the Broadway & Seymour, Inc. Restated 1985 Incentive Stock
                 Option Plan, pursuant to the terms hereof Neal shall continue
                 as an employee of the Company through the Retirement Date, and
                 Neal shall continue to vest in options and be permitted to
                 exercise any vested stock options during such period and
                 thereafter in accordance with, and in the manner set forth in,
                 such plan.  If such stock options are not exercised within the
                 period set forth in such plan, they shall be terminated.
                 Unvested stock options shall, in any event, lapse as of the
                 April 30, 1997 to the extent set forth in such plan.

Section 1.7      Business Expenses Reimbursement.  BSI shall not be responsible
                 for any business expenses incurred by Neal prior to the
                 Retirement Date, except those expenses for which properly
                 documented reimbursement requests have been made prior to the
                 Retirement Date.  BSI shall not be responsible for any
                 business expenses incurred by Neal on or after the Retirement
                 Date except as specified in this Agreement or as otherwise
                 approved in advance by BSI.

<PAGE>   3

Section 1.8      City Club Membership.  Effective January 1, 1997, BSI shall,
                 at its own expense, assign and transfer to Neal ownership of
                 the Charlotte City Club Executive Resident Membership
                 currently assigned to and used by Neal.  Thereafter, Neal
                 shall be responsible for all charges (except for those
                 properly reimbursable by BSI as provided in Section 1.7 above)
                 and dues associated with such membership.

Section 1.9      Continued Indemnification.  BSI shall take no action to amend
                 its Certificate of Incorporation or by-laws to reduce its
                 current obligations thereunder to defend and indemnify Neal.
                 BSI shall take no action to exclude Neal from coverage under
                 its existing insurance policy covering directors and officers
                 of BSI and any renewal thereof and shall renew coverage
                 thereof on substantially similar terms as now in force (to
                 include coverage of Neal on terms no less favorable than
                 currently provided under existing policies) to the extent such
                 renewal coverage is available on substantially similar terms,
                 including premiums therefor; provided, however, that in no
                 event shall the terms of such renewal coverage applicable to
                 Neal be less favorable than those applicable to the other
                 current officers and directors of BSI.

Section 1.10     Accrued Vacation Pay.  On the Effective Date, BSI shall pay
                 Neal $10,416.67, less applicable withholding, in payment of
                 all unused vacation time accrued through the Effective Date.

Section 1.10     No Other Benefits.  Other than what may be provided herein,
                 Neal acknowledges that Neal is not entitled to any employment
                 benefits from BSI after the Retirement Date.

                                   ARTICLE II
                              OBLIGATIONS OF NEAL

Section 2.1      Retirement.  Neal hereby resigns as an officer of BSI and as
                 an officer and director of any of its subsidiaries, effective
                 immediately, and as an employee of BSI and of any of its
                 subsidiaries as of the Retirement Date.  Neal shall, from the
                 Effective Date through the Retirement Date, provide services
                 to BSI as requested by BSI in an amount not to exceed ten (10)
                 hours per month at such place and time as mutually agreed,
                 provided that Neal may provide such services by telephone and
                 entirely outside normal business hours.  Neal may engage in
                 any other employment or business prior to the Retirement Date
                 not otherwise prohibited hereunder.  Except as otherwise
                 provided herein, as of the Retirement Date, Neal shall not
                 have the right to participate in or receive any benefit under
                 any employee benefit plan of BSI, any fringe benefit plan

<PAGE>   4

                 of BSI, or any other plan, policy or arrangement of BSI
                 providing benefits or perquisites to employees of the Company
                 generally or individually.

Section 2.2      Service as Director.  Neal hereby resigns as of the Effective
                 Date as Chairman of the Board of Directors.  Neal agrees to
                 resign as a member of the Board of Directors effective
                 December 31, 1996; provided, however that Neal may resign his
                 Board membership at his option at any time and provided
                 further that Neal may be removed from the Board as provided in
                 BSI's by-laws.

Section 2.3      Release.  In exchange for the payments set forth in Article I
                 above, and except as otherwise specifically provided to the
                 contrary in this Agreement, Neal, for himself and for his
                 heirs, executors, administrators, agents, and assigns for and
                 in consideration of the agreements contained in this
                 Agreement, hereby forever releases, acquits, remises,
                 quitclaims, and discharges BSI and its affiliated entities,
                 parents, subsidiaries, successors, assigns, and benefit plans
                 (except with respect to any vested benefit), and the officers,
                 directors, employees and agents thereof, of and from any and
                 all actions, causes of action, claims, demands, damages,
                 costs, expenses, attorney's fees and all other obligations of
                 any type and nature whatsoever, from, on account of, or in any
                 way arising out of any claims, matters, contracts,
                 relationships, or employment, whether existing now or at any
                 time in the past or future, other than (a) claims arising from
                 or relating to the enforcement of the Agreement, (b) rights of
                 ownership of any capital stock of BSI now or hereafter held by
                 Neal, (c) rights under any option agreement between BSI and
                 Neal, (d) rights with respect to BSI's obligation to defend
                 and indemnify him in accordance with the provisions of the
                 BSI's Certificate of Incorporation and by-laws, or any other
                 indemnification agreement, and (e) rights, if any, as an
                 insured party under any policy of insurance covering BSI's
                 directors or officers.

                 Except as otherwise specifically provided to the contrary in
                 the Agreement, it is agreed and covenanted that this Release
                 covers all claims which Neal may have had, may now have or
                 could hereafter have relating to any matter, cause or thing
                 whatsoever, specifically including, but not limited to, all
                 claims or demands arising out of or relating to the
                 relationships between Neal and BSI as employee, officer,
                 director and shareholder, including, but not limited to, all
                 claims which Neal has had or now has and which could have been
                 asserted under state or federal statute or law with respect to
                 all matters concerning or arising out of Neal's relationships
                 with BSI as employee, officer, director or shareholder, and
                 including specifically, but not limited to, any and all claims
                 under or for breach of fiduciary duty, breach of contract,
                 fraud, negligent misrepresentation, negligence, breach of
                 criminal law, violation of federal or state unfair trade
                 practices law, violation of state or federal human

<PAGE>   5

                 rights, equal employment, wage hour, workers compensation,
                 pension or labor laws, rules or regulations, including the
                 Fair Labor Standards Act, the Age Discrimination in Employment
                 Act of 1967, as amended, 29 U.S.C. Section  621 et seq., Title
                 VII of the Civil Rights Act of 1964, as amended, the Family
                 and Medical Leave Act, ERISA, and the Americans with
                 Disabilities Act, and violation of any and all other federal,
                 state and local laws and regulations.

Section 2.4      Covenant Not To Sue.  Neal hereby waives his right to file,
                 and hereby agrees not to accept any relief or recovery from,
                 any lawsuit, charge, claim, complaint, or other proceeding,
                 whether an individual, joint or class action (collectively
                 "Legal Action") before any federal, state or local
                 administrative agency, court or other forum against BSI or any
                 of its parent, subsidiary or affiliated entities; provided,
                 however, that this Agreement shall not apply to preclude
                 Neal's participation in legal action relating to any rights or
                 duties arising under this Agreement or under documents to be
                 executed or action to be taken pursuant to this Agreement.
                 Except as provided above and as prohibited by statute, in the
                 event that Neal institutes, is a party to, or joins
                 voluntarily as a member of a class any Legal Action against
                 BSI or any of its affiliated entities, he shall join in the
                 dismissal of the Legal Action or termination of his class
                 membership immediately upon presentation of this Agreement and
                 Neal shall reimburse BSI for all legal fees and expenses
                 incurred in defending Neal's involvement in the Legal Action
                 and obtaining the dismissal of Neal therefrom except those
                 fees and expenses incurred by BSI where Neal is not a
                 voluntary party to the Legal Action.

Section 2.5      Agreement Not to Assist Litigation.  Neal hereby agrees not to
                 in any way voluntarily assist any individual or entity in
                 commencing or prosecuting any action or proceeding, including
                 but not limited to, any administrative agency claims, charges
                 or complaints and/or any lawsuits against BSI, its officers or
                 directors, or its subsidiaries or affiliated entities, or
                 their officers or directors, or in any way voluntarily
                 participate or cooperate in any such actions or proceedings,
                 except (a) as this waiver is prohibited by statute, (b) in
                 accordance with lawful process issued by a court of competent
                 jurisdiction or other lawful authority, and (c) upon request
                 of a governmental entity or agency.

Section 2.6      Agreement to Provide Litigation Assistance.  Neal agrees to
                 cooperate with and provide assistance to BSI and its legal
                 counsel in connection with any litigation (including
                 arbitration or administrative hearings) or investigation
                 affecting BSI, in which--in the reasonable judgment of BSI's
                 counsel--Neal's assistance or cooperation is needed.  Neal
                 shall, when requested by BSI, provide testimony or other
                 assistance and shall travel at BSI's request in order

<PAGE>   6

                 to fulfill this obligation; provided, however, that, in
                 connection with such litigation or investigation after the
                 Retirement Date, BSI shall attempt to accommodate Neal's
                 schedule, shall provide him with reasonable notice in advance
                 of the times in which his cooperation or assistance is needed,
                 and shall reimburse Neal for any reasonable expenses incurred
                 in connection with such matters, as well as for any actual
                 lost wages suffered as a result from absence from employment.

Section 2.7      COBRA Continuation Coverage.  Neal acknowledges and agrees
                 that continuation coverage under 26 U.S.C. Section 4980B
                 ("COBRA") shall begin on the date hereof and that thereafter
                 Neal shall be eligible, upon his timely election and at his
                 own expense, to obtain health insurance coverage in accordance
                 with COBRA, provided, however, that BSI shall pay for Neal's
                 health insurance coverage under COBRA commencing on the
                 Effective Date through and including the Retirement Date.
                 Neal hereby acknowledges that he has received the information
                 and forms necessary to obtain such coverage.

Section 2.8      Acknowledgement Concerning Vacation Pay.  Neal agrees that he
                 shall waive all vacation time to which he is entitled under
                 BSI's policies through the Retirement Date such that Neal
                 agrees that, upon the Retirement Date and subject to receipt
                 of the payment set forth in Section 1.10 hereof, he shall not
                 have accrued any unused vacation time for which payment is due
                 from BSI.

Section 2.9      Acknowledgment Concerning All Compensation.  Neal agrees and
                 acknowledges that, except as provided in this Agreement, Neal
                 is not entitled to any compensation or employment benefits
                 whatsoever, including, but not limited to, any bonus,
                 severance pay, accrued vacation pay or other compensation
                 under any BSI incentive plan, employee benefit plan or

Section 2.10     Binding Nature.  Neal's signature on this Agreement reflects
                 his willingness to enter into and abide by the terms of this
                 Agreement.  Neal acknowledges that he has been afforded an
                 opportunity to consider this Agreement and Neal further
                 acknowledges that he has been advised by BSI of his right to
                 consult with counsel concerning the effect of this Agreement,
                 and that he has carefully read the provisions of this
                 Agreement.  Neal further represents that he knows and
                 understands the contents of this Agreement, that he intends to
                 be legally bound by this Agreement, and the release contained
                 herein, and that he is signing this Agreement, including the
                 release, of his own free will and without coercion.

Section 2.11     Further Acknowledgments.  Neal acknowledges that:

<PAGE>   7

                 (a)      he has received separate consideration under this
                          Agreement which is in addition to any other
                          compensation or other thing of value which Neal is
                          otherwise entitled to receive from BSI under any
                          agreement, Company policy or practice, or under
                          applicable law.

                 (b)      he was given a period of twenty-one (21) days within
                          which to consider the terms of this Agreement;

                 (c)      if he has executed this Agreement prior to the
                          expiration of such 21-day period, then he has done so
                          voluntarily and that he has waived the remainder of
                          such review period;

                 (d)      he will have a period of seven (7) days following the
                          execution of this Agreement in which to revoke this
                          Agreement by giving written notice to BSI's President
                          of such revocation; provided, however, that if Neal
                          revokes this Agreement within this revocation period,
                          Neal agrees and acknowledges that he will have no
                          right to receive the payments or benefits set forth
                          in paragraph 1 above; and

                 (e)      except as set forth in the immediately preceding
                          clause, this Agreement shall not become effective or
                          enforceable until the seven (7) day revocation period
                          described above has expired.

                 (f)      he acknowledges and agrees that Neal does not believe
                          that BSI has discriminated against him in any manner
                          because of his race, sex, creed, color, religion,
                          national origin, age, marital status, sexual
                          preference, physical or mental disabilities or status
                          as a disabled or Vietnam- era veteran.

Section 2.12     Non-Disclosure of Confidential Information.  Neal agrees that
                 he will maintain in confidence and will not, directly or
                 indirectly, use, publish or otherwise disclose to any
                 competitor or other third party, except as required by law,
                 any trade secrets, confidential, proprietary, and other
                 non-public information of a similar nature belonging to BSI or
                 any of its related or affiliated entities or to which BSI or
                 any of its related or affiliated entities has any rights,
                 except to the extent, if any, that any such information is or
                 becomes generally known or readily ascertainable by proper
                 means ("Confidential Information"), whether or not such
                 Confidential Information is in written or permanent form.
                 Such Confidential Information includes, but is not limited to,
                 proprietary technical and business information relating to any
                 non-public financial information, business plans or costs,
                 customers or customer lists, pricing data or other terms of
                 sales, customer requirements or buying history, customer

<PAGE>   8

                 contacts or prospective customers, formulas, patterns,
                 compilations, programs, devices, methods, techniques and
                 processes of BSI, or any of its related or affiliated
                 entities, subject to the same exception stated in the
                 preceding sentence.  Neal's obligations under this Agreement
                 with respect to Confidential Information shall extend to
                 information belonging to any client, vendor or customer of
                 BSI, or any of its related or affiliated entities, and their
                 agents and employees.  Since BSI's business is national in
                 scope, there is no geographic limitation on Neal's obligations
                 under this section.  All duties and obligations set forth
                 herein shall be in addition to those which exist by common law
                 or statute.

Section 2.13     Return of Confidential Information.  Neal agrees that he shall
                 return to BSI any and all documents containing Confidential
                 Information, whether in hard copy or electronic form,
                 including any copies thereof, which are in his possession or
                 under his control as of the Retirement Date.

Section 2.14     Return of Property.  Neal agrees, upon the Retirement Date, to
                 the extent Neal has not done so previously, to immediately
                 return all documents, files, whether or not he was solely
                 responsible for same, keys, credit cards, keycards, programs,
                 software and discs, including, but not by way of limitation,
                 those programs, software and discs generated during his
                 employment with BSI, and all other items and equipment which
                 are the property of BSI.

Section 2.15     Noncompetition Clause.  For the period commencing on the
                 Effective Date and continuing until the date two years after
                 the Retirement Date, Neal agrees not to, directly or

                 (a)      solicit or attempt to solicit business from any
                          client or prospective client of BSI with whom Neal
                          has had direct or indirect association or otherwise
                          induce such clients or prospective clients to reduce,
                          terminate, restrict or otherwise alter their business
                          relationship with BSI in any fashion;

                 (b)      become associated either as an owner, principal,
                          agent, manager, employee, partner, shareholder
                          (except for ownership of less than five percent of
                          the shares of a publicly traded company), director,
                          officer, consultant, or representative with any
                          business operation or any enterprise if such
                          operation competes with BSI in applying computer
                          systems and services to business, industry and

                 (c)      induce or attempt to induce any employee of BSI to
                          leave BSI for the purpose of engaging in a business
                          competitive with BSI;

<PAGE>   9

                 provided, however, that clauses (a) and (b) above shall not
                 restrict Neal from being employed by or associating or
                 affiliating with a venture capital investment firm that makes
                 investments in any enterprise that competes with BSI in
                 applying computer systems and services to business, industry
                 and government or provides services to or attempts to provide
                 services to clients or prospective clients of BSI which
                 activity has the result of causing such clients or prospective
                 clients to reduce, terminate, restrict or otherwise alter
                 their business relationship with BSI in any fashion so long as
                 Neal does not directly participate in the management of such

                                  ARTICLE III
                             ADDITIONAL PROVISIONS

Section 3.1      Confidentiality.  As an integral part of this Agreement, Neal
                 agrees that the terms of this Agreement and the circumstances
                 surrounding the execution of this Agreement shall be held
                 absolutely confidential and that he shall not disclose the
                 substance or terms of this Agreement to anyone other than his
                 immediate family, his tax adviser and his counsel.
                 Notwithstanding the above, Neal may answer truthfully any
                 inquiry about this Agreement which he is legally required to
                 answer whether by subpoena, court order or other lawful
                 process or as mutually agreed upon by the parties.  Neal will
                 directly and fully inform BSI, however, concerning any
                 disclosures requested under this Agreement, along with the
                 entity making such request for disclosure, at the time of the
                 disclosure, and Neal shall specifically inform BSI of any
                 subpoena or other process which may require him to disclose
                 any matters in contravention of this provision.

Section 3.2      Non-Disparagement.  Neal agrees that any time after the
                 execution of this Agreement and continuing after the
                 Retirement Date, he shall not in any way criticize or
                 disparage the performance, competency or ability of BSI or any
                 of its subsidiary or affiliated entities, or the officers,
                 directors, employees or agents of any of them to any other
                 person.  In particular,  Neal will not criticize or disparage
                 BSI's financial accounting or reporting policies or practices
                 nor allege or claim that he was discriminated against or
                 otherwise mistreated by BSI or any of its subsidiary or
                 affiliated entities at any time, except to the extent, if at
                 all, as may be required by legal process.  Neal understands
                 and agrees that any breach by him of this provision shall be a
                 material breach of this Agreement and that BSI, in addition
                 to, and without waiving any other remedy, including injunctive
                 relief, shall have the right immediately to terminate all
                 payments under paragraph 1 of this Agreement and to require
                 Neal to return all payments made pursuant to this Agreement to

<PAGE>   10

Section 3.3      No Admission of Liability.  Neal understands and agrees that
                 the entry into this Agreement by BSI is solely for the purpose
                 of eliminating and resolving all matters arising out of Neal's
                 employment with BSI, effecting the termination of Neal's
                 employment, providing certain specified benefits for Neal,
                 memorializing the parties' agreement concerning Neal's
                 post-employment relationship with BSI, and finally, fully and
                 completely resolving amicably any and all matters actually or
                 potentially in controversy between them and shall not be
                 construed as an admission by BSI of non-compliance with any
                 law or any other wrongdoing whatsoever.

Section 3.4      Binding Effect.  This Agreement shall be binding upon, and
                 inure to the benefit of, the parties and their respective
                 personal representatives, agents, attorneys, executors,
                 administrators, heirs, successors and assigns.

Section 3.5      Modification.  This Agreement may not be modified or amended
                 except by an instrument in writing signed by the parties

Section 3.6      Governing Law.  This Agreement has been executed and delivered
                 in the State of North Carolina, and its validity,
                 interpretation, performance and enforcement shall be governed
                 by the laws and judicial decisions of the State of North

Section 3.7      Entire Agreement.  This Agreement contains the entire
                 agreement between the parties hereto.  No representation,
                 agreement, guaranty, warranty, waiver or change in this
                 Agreement not included herein shall be binding upon either
                 party unless in writing and separately signed by both parties.

Section 3.8      Severability.  If any provision contained in this Agreement
                 shall for any reason be held invalid, illegal or unenforceable
                 in any respect, such invalidity, illegality or
                 unenforceability shall not affect any other provision of this
                 Agreement, but this Agreement shall be construed as if such
                 invalid, illegal or unenforceable provision had never been
                 contained herein.

Section 3.9      Consent to Jurisdiction.  Any action for breach of this
                 agreement shall be brought in the federal or state courts of
                 and for the County of Mecklenburg, State of North Carolina,
                 and the parties hereby consent to the personal jurisdiction of
                 such courts.

Section 3.10     Counterparts.  This Agreement may be executed in counterparts,
                 each of which may be signed separately and may be enforceable
                 as an original, but all of which together shall constitute but
                 one agreement.

<PAGE>   11

Section 3.11     Authorization.  Each person executing this Agreement in a
                 representative capacity hereby represents and warrants that he
                 is fully authorized to do so.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement
under seal as of the date and year first indicated above.

                                           /s/ William W. Neal, III    (SEAL)
                                           WILLIAM W. NEAL, III

Sworn to and subscribed
before me, this 9th day of
July, 1996.

/s/ Jean M. Musa
         Notary Public

My commission expires:

    May 5, 1998

(Official Seal)

                                           BROADWAY & SEYMOUR, INC.

                                           By: /s/ David A. Finley
                                              David A. Finley
                                              Executive Vice President