Severance Agreement - Netgateway Inc. and Donald M. Corliss Jr.
January 10, 2001
Donald M. Corliss Jr.
22851 Driftstone
Mission Viejo, California 92692
Dear Don:
This is to confirm that (1) you have resigned as Director, President and Chief
Operating Officer of Netgateway effective as of January 5, 2001, (2) that
Netgateway accepted your resignation effective as of such date, (3) that
Netgateway has agreed to provide a favorable reference for you should you so
request, and (4) that you release Netgateway from all of its obligations to you
and all claims you may have against it, including under the Employment Agreement
between yourself and Netgateway dated as of December 1998 once you have received
the consideration set forth below. All of the above is subject to: (i) the
receipt of approximately $29,000 in consulting fees (ii) reimbursement of
business related expenses for which you submit proper documentation. Consultant
fees and expenses will be paid at a rate of $5,000 every two weeks commencing
February 5, 2001 until fully paid. (iv) Continuation of health insurance
benefits on the same terms as they currently exist for 6 months, (v) the
granting of a one-half interest in a license to the code base of the ICC for use
as a tool kit on terms to be negotiated between the parties, (vi) a one-half
interest in a Sun enterprise server, and (vii) stock options and/or stock in
Netgateway, Inc. granted as of January 5, 2001, the amount and strike price to
be determined as follows: 50 percent of the amount of stock and/or options
awarded or granted to Donald Danks ("DD") during 2001 at the same strike price
as granted to DD, and 25 percent of any stock and/or options granted to DD
thereafter at the same strike price. Such options shall be granted under the
current Netgateway Executive Plan, shall be cashless and exercisable for ten
years. All other terms shall be the same as those granted to DD.
Each of us represents to the other that they are not aware of any claim against
any other party in this agreement, other than the claims that are released by
this agreement. Each of us waives any and all rights and benefits conferred by
the provisions of Section 1542 of the Civil Code of the State of California and
any similar law of any state or territory of the United States or other
jurisdiction. This section provides as follows:
"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 by him must
have materially affected his settlement with the debtor."
Each of us understands and acknowledges that even if they should eventually
suffer additional damages arising out of the matters herein released, they will
not be able to make any claims for those damages, except for breach of this
agreement.
<PAGE>
Netgateway, Inc.
Accepted and Agreed:
Date:________________________________
By:____________________________
Donald Danks
Chief Executive Officer
_____________________________________
Donald M. Corliss, Jr.