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Sample Business Contracts

Severance Agreement - Security Dynamics Technologies Inc. and D. James Bidzos

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                              AGREEMENT AND RELEASE

         AGREEMENT made as of the 18th day of February, 1999, by and between
Security Dynamics Technologies, Inc. (the "Company) and D. James Bidzos (the
"Employee").

         WHEREAS, the parties wish to resolve amicably the Employee's separation
from the Company and establish the terms of the Employee's severance agreement;

         NOW, THEREFORE, in consideration of the promises and conditions set
forth herein, the sufficiency of which is hereby acknowledged, the Company and
the Employee agree as follows:

1.       TERMINATION DATE. The Employee's effective date of termination from the
         Company is February 18, 1999.

2.       MONETARY CONSIDERATION. In return for the execution of this Agreement
         and Release, the Company Agrees:

         (a) VESTING OF OPTIONS. To accelerate the vesting of all of the
         Employee's stock options; inclusive of the grant of 300,000 options
         made to him July 26, 1996 at a price of $32.275 per share and the grant
         of 50,000 options on January 6, 1999 at $25.875 per share.

         (b) REPRICING OF STOCK. In addition to the acceleration of vesting of
         the option grants, the Board of Directors of the Company has on the
         date hereof authorized the repricing of these options at the fair
         market value of Security Dynamics common stock on the date hereof.

         (c) EXERCISE OF OPTIONS. The Employee will have until September 1, 1999
         to





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         exercise fifty (50) percent of these options, and until December 31,
         1999 to exercise the remaining fifty (50) percent of these options.

         (d) BENEFITS. The Employee's accrued unused vacation time through
         February 18, 1999 has been paid to him by check. The premium for
         medical and dental benefits will be provided to the Employee pursuant
         to the Consulting Agreement entered into between the Company and the
         Employee on February 18, 1999. All other benefits, including but not
         limited to, life and disability insurance will cease as of February 26,
         1999.

3.       EMPLOYMENT AGREEMENT. The Employee and the Company hereby acknowledge
         and agree that: (a) the Employment Agreement dated April 14, 1996 and
         any amendments to that Agreement have been terminated and are of no
         further force or effect, and (b) all obligations of the Employee which
         would otherwise have survived the termination of the Employment
         Agreement shall be immediately terminated as of the date of this
         agreement.

4.       RELEASE.

         (a) The Employee hereby fully, forever, irrevocably and unconditionally
         releases and discharges the Company, its subsidiaries, their officers,
         directors, stockholders, corporate affiliates, agents and employees
         from any and all claims, charges, complaints, demands, actions, causes
         of action, suits, rights, debts, sums of money, costs, accounts,
         reckonings, covenants, contracts, agreements, promises, doings,
         omissions, damages, executions, obligations, liabilities, and expenses
         (including attorney's fees and costs), of every kind and nature which
         he ever had

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         or now has against the Company, its subsidiaries, their officers,
         directors, stockholders, corporate affiliates, agents and employees,
         relating to the Employee's Employment Agreement with the Company, and
         claims arising out of his employment and/or the termination of his
         employment, including all employment discrimination claims under Title
         VII of the Civil Right Act of 1964, 42 U.S.C. ss.2000e ET SEQ., the Age
         Discrimination in Employment Act, 29 U.S.C. ss.621 ET SEQ., M.G.L. c.
         151B, ss.1 ET SEQ., the Americans With Disabilities Act, 29 U.S.C.
         ss.706 ET SEQ., and the National Labor Relations Act, 29 U.S.C. ss.151
         ET SEQ.; damages arising out of all employment discrimination claims;
         the Massachusetts Fair Employment Practices Act, M.G.L. c.151B ss.1 ET
         SEQ., all claims under the Massachusetts Civil Rights Act, the Employee
         Retirement Income Security Act, 29 U.S.C. ss.1001 ET SEQ., the Family
         and Medical Leave Act, 29 U.S.C. ss.2601 ET SEQ., and California
         Government Code ss. 19200 ET SEQ.; wrongful discharge claims, breach of
         contract claims and all other statutory or common law claims and
         damages.

         (b) The Company hereby fully, forever, irrevocably and unconditionally
         releases and discharges the Employee from any and all claims, charges,
         complaints, demands, actions, causes of action, suits, rights, debts,
         sums of money, costs, accounts, reckonings, covenants, contracts,
         agreements, promises, doings, omissions, damages, executions,
         obligations, liabilities, and expenses (including attorney's fees and
         costs) of every kind and nature which it ever had or now has against
         the Employee relating to the Employee's Employment


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         Agreement with the Company, and claims arising out of his employment
         and/or the termination of his employment, including breach of contract
         claims and all other statutory or common law claims and damages.

5.       REPRESENTATION BY EMPLOYEE. The Employee further represents and
         warrants that he has not filed any complaints, charges, or claims for
         relief against the Company, its subsidiaries, its officers, directors,
         stockholders, corporate affiliates, agents or employees with any local,
         state or federal court or administrative agency which currently are
         outstanding.

6.       CIVIL CODE. The Employee agrees that this Agreement is intended to
         apply to claims not known or suspected to exist at the time of the
         execution of this Agreement. After an opportunity to confer with
         counsel, the Employee hereby waives all of his rights under ss.1542 of
         the California Civil Code, which states as follows:

         A general release does not extend to claims, which a 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.

7.       NATURE OF AGREEMENT. The Employee understands and agrees that this
         Agreement is a separation agreement and does not constitute an
         admission of liability or wrongdoing on the part of the Company.

8.       AMENDMENT. This Agreement shall be binding upon the parties and may not
         be abandoned, supplemented, changed or modified in any manner, orally
         or otherwise, except by an instrument in writing of concurrent or
         subsequent date sighed by a duly authorized representative of the
         parties hereto. This Agreement


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         is binding upon and shall inure to the benefit of the parties and their
         respective agents, assigns, heirs, executors, successors and
         administrators.

9.       VALIDITY. Should any provision of this Agreement be declared or be
         determined by any court of competent jurisdiction to be illegal or
         invalid, the validity of the remaining parts, terms, or provisions
         shall not be affected thereby and said illegal and invalid part, term
         or provision shall be deemed not to be a part of this Agreement.

10.      CONFIDENTIALITY. The Employee understands and agrees that the terms and
         contents of this Agreement, and the contents of the negotiations and
         discussions resulting in the Agreement, shall be maintained as
         confidential by the Employee, his agents and representatives, and none
         of the above shall be disclosed except to the extent required by
         federal or state law or as otherwise agreed to in writing by the
         authorized agent of each party.

         The Employee further agrees that he will not, at any time, reveal to
         any person or entity any of the trade secrets or confidential
         information concerning the organization, business or finances of the
         Company or of any third party which the Company is under an obligation
         to keep confidential (including but not limited to trade secrets or
         confidential information respecting inventions, products, designs,
         methods, know-how, techniques, systems, processes, software programs,
         works of authorship, customer lists, projects, plans and proposals),
         and he shall keep secret all matters entrusted to him and shall not use
         or attempt to use any such information in any manner which may injure
         or cause loss or may be


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         calculated to injure or cause loss or may be calculated to injure or
         cause loss, whether directly or indirectly, to the Company.

11.      ENTIRE AGREEMENT. This Agreement contains and constitutes the entire
         understanding and agreement between the parties hereto with respect to
         this arrangement and cancels all previous oral and written
         negotiations, agreements, commitments, and writings in connection
         therewith including the Employee's Employment Agreement with the
         Company.

12.      APPLICABLE LAW. This Agreement shall be governed by the laws of the
         Commonwealth of Massachusetts.

13.      VOLUNTARY ASSENT. The Employee affirms that no other promises or
         agreements of any kind have been made to or with him by any person or
         entity whatsoever to cause him to sign this Agreement, and that he
         fully understands the meaning and intent of this Agreement. The
         Employee states and represents that he has had an opportunity to fully
         discuss and review the terms of this Agreement with an attorney. The
         Employee further states and represents that he has carefully read this
         Agreement and understands the contents herein, freely and voluntarily
         assents to all of the terms and conditions hereof, and signs his name
         of his own free act.

14.      ACKNOWLEDGMENTS. The Employee acknowledges that he has been given
         twenty-one (21) days to consider this Agreement and that the Company
         advised him to consult with any attorney of his own choosing prior to
         signing this Agreement. The Employee may revoke this Agreement for a
         period of seven (7) days after the


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         execution of this Agreement, and the Agreement shall not be effective
         or enforceable until the expiration of this seven (7) day revocation
         period.

         IN WITNESS WHEREOF, all parties have set their hand and seal to this
Agreement as of the date written above.


SECURITY DYNAMICS TECHNOLOGIES, INC.


By: /s/ Arthur W. Coviello, Jr.              /s/ D. James Bidzos            
    -------------------------------          -----------------------------------
Title: President                             D. James Bidzos
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