{"id":38477,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-and-release-individual-inc-and-joseph-a-amram.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-release-individual-inc-and-joseph-a-amram","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/agreement-and-release-individual-inc-and-joseph-a-amram.html","title":{"rendered":"Agreement and Release &#8211; Individual Inc. and Joseph A. Amram"},"content":{"rendered":"<pre>\n                             AGREEMENT AND RELEASE\n\n     AGREEMENT and RELEASE dated this 13th day of December, 1996, by and between\nJoseph A. Amram ('Mr. Amram') and Individual, Inc. ('the Company').  (Mr. Amram\nand the Company may be referred to jointly as 'the parties.')\n\n     WHEREAS, Mr. Amram previously served as the Company's President and Chief\nExecutive Officer, and Chairman of the Company's Board of Directors; and\n\n     WHEREAS, various disputes have arisen between the parties concerning\nseverance pay and other matters pertaining to Mr. Amram's cessation of\nemployment with the Company on August 7, 1996; and\n\n     WHEREAS, Mr. Amram and the Company wish to resolve amicably, for their\nmutual benefit, all matters regarding Mr. Amram's cessation of employment and\nother disputes with the Company.\n\n     NOW, THEREFORE, for good and valuable consideration as more fully described\nbelow, the sufficiency of which is hereby acknowledged, the parties agree as\nfollows:\n\n1.  Payments.\n    -------- \n\n     a.  The Company agrees to pay Mr. Amram a total gross sum of $480,000 (the\nequivalent of two years' compensation) according to the schedule set forth\nbelow:\n\n          i.   The Company will pay Mr. Amram a gross lump sum payment of\n     $100,000 upon execution of this Agreement and Release.\n\n          ii.  Starting on January 1, 1997 and continuing until July 31, 1998,\n     the Company shall pay Mr. Amram compensation continuation payments at the\n     rate of $20,000 per month.  Said compensation continuation payments shall\n     be made according to the Company's regular payroll cycle pertaining to its\n     executive employees.\n\n     b.   Payments made to Mr. Amram as specified in Paragraph 1 shall be\nsubject to applicable tax withholdings, if any, as required by law.  Mr. Amram\nhas directed the Company to make the minimum withholdings as allowed by law with\nrespect to all payments and stock issuance to be made pursuant to this\nAgreement.\n\n     c.   The Company shall grant to Mr. Amram, subject to the terms and\nconditions of the Company's Stock Option Plan, its standard non-employee\ndirector stock options, effective as if he had first been elected to the Board\nof Directors as an outside director as of the date of this Agreement. Said grant\nshall occur at the first meeting of the Board of Directors held after the\nexecution of this Agreement and Release and the \n\n \n                                      -2-\n\n\nprice of the options shall be the closing price of the Company's stock that day\non the NASDAQ.\n\n     d.   The Company shall transfer to Mr. Amram the two personal computers\nthat Mr. Amram used prior to his cessation of employment.  The parties agree\nthat the value of the computers is $3,000.  Mr. Amram hereby authorizes the\nCompany to deduct any tax withholdings applicable to such transfer from the\npayment by the Company specified in Paragraph 1(a)(i) above.  All risk of damage\nor loss with respect to such personal computers shall rest with Mr. Amram.  The\ncomputers are transferred to Mr. Amram 'as is,' with no representations or\nwarranties, express or implied, being made to Mr. Amram (including warranties of\nmerchantability or fitness for a particular purpose) and, without limiting the\ngenerality of the foregoing in any way, in no event shall the Company be liable\nfor any consequential, special, punitive, or other damages in connection with\nthis computer transfer.\n\n2.   Noncompetition, Nondisclosure and Developments.  Mr. Amram confirms the\n     ----------------------------------------------                         \nexistence and continued validity of his Employee Noncompetition, Nondisclosure\nand Developments Agreement with the Company dated January 24, 1989, a true and\ncorrect copy of which is attached hereto as Exhibit A.  The post-employment\n                                            ---------                      \nnoncompetition period commenced on August 7, 1996.\n\n3.   Releases.\n     -------- \n\n     (a) In exchange for the benefits and undertakings described herein and\nother good and valuable consideration, the receipt and sufficiency of which is\nhereby acknowledged, Mr. Amram on behalf of himself as well as those members of\nhis family who are stockholders of the Company and who Mr. Amram controls, and\nhis and their fiduciaries, representatives, agents, estates, trusts, attorneys,\nexecutors, administrators, beneficiaries, successors and assigns, absolutely and\nunconditionally to release and forever discharge the Company and\/or its\nsuccessors and assigns, parent, subsidiary and\/or affiliate companies, as well\nas all of their past and present directors, investors (including without\nlimitation Microsoft and Knight-Ridder), officers, attorneys (including without\nlimitation Testa, Hurwitz &amp; Thibeault, LLP and each of its partners and\nemployees), employees, insurers, representatives and agents, both individually\nand in any of their official capacities with the Company (the 'Releasees'), from\nany and all actions or causes of action, suits, claims, complaints, contracts,\nliabilities, agreements, promises, debts, judgments and damages, in law or\nequity, whether existing or contingent, known or unknown, matured or immatured,\nincluding without limitation: claims arising out of Mr. Amram's employment with\nand\/or cessation of employment with the Company; claims arising from or as a\nconsequence of any actions or omissions to act of the Company's Board of\nDirectors or individual directors of the Company; and claims arising from or as\na consequence of any actions or omissions to act of the Releasees. This release\nis intended by Mr. Amram to be all encompassing and to act as a full and total\nrelease of any claims that Mr. Amram has, may have in the future, or has had\nagainst any or all of the Releasees resulting or arising from, relative to, or\nbased on facts, events or \n\n \n                                      -3-\n\noccurrences, since the Beginning of the World through the date of this Agreement\nand Release, including without limitation all claims of breach of fiduciary\nduty; all claims arising from or concerning Mr. Amram's status as a director,\ncorporate officer, employee or stockholder of the Company; all claims for\ncompensation (such as severance payments; bonus payments; benefits; accrued\nvacation pay; sick pay; reimbursable expenses; expense vouchers; obligations or\ncommitments to grant stock options or to issue stock and all other rights to\nacquire stock, if any such obligations, commitments and\/or rights are claimed to\nexist; performance bonuses; business-related expenses; and all other payments,\ncommissions, compensations or reimbursements of every kind and description); all\nclaims involving any federal or state securities laws; all claims involving any\nfederal or state law or regulation relating to employment or employment\ndiscrimination (such as those laws or regulations concerning discrimination on\nthe basis of age, alienage, race, color, creed, sex, sexual orientation,\nreligion, national origin, handicap status or veteran status or any military\nservice or application for military service); all claims involving any contract,\nwhether oral or written, express or implied; or common law claims.\n\n     (b) Mr. Amram, on his own behalf and on behalf of members of his family who\nare stockholders of the Company and who Mr. Amram controls, further agrees to\nrelease and discharge the Company, its subsidiaries and affiliates and\/or their\nrespective successors, assigns, stockholders, officers, directors, investors,\nemployees, attorneys, representatives and agents, from any and all claims that\nmight be made by any other person or organization on behalf of Mr. Amram or such\nmembers of his family, and Mr. Amram and such members of his family specifically\nwaive any right to become, and promise not to become, a member of any class in a\ncase in which any claim against the Company is made involving any matters\nsubject to release pursuant to paragraph 3(a) (or, except as required by law or\nrule of court, to assist or cooperate in the bringing of any such claim against\nthe Company, or its subsidiaries and\/or their respective successors, assigns,\nstockholders, officers, directors, investors, employees, attorneys,\nrepresentatives and\/or agents).\n\n     (c) In exchange for the above release by Mr. Amram, the mutual covenants\ncontained herein, and for other good and valuable consideration, the receipt and\nsufficiency of which are hereby acknowledged, the Company, on behalf of itself\nand its successors, assigns, parent, subsidiaries and\/or affiliated companies,\ndirectors, officers, employees, attorneys, representatives and agents, both\nindividually and in their official capacities, hereby absolutely and\nunconditionally release and forever discharge Mr. Amram and his fiduciaries,\nrepresentatives, agents, attorneys, estates, trusts, successors and assigns,\nfrom any and all actions or causes of action, suits, claims, complaints,\ncontracts, liabilities, agreements, promises, debts, judgments, damages and\ndemands of every kind and nature, whether existing or contingent, known or\nunknown, both in law and equity, including without limitation, all claims\narising out of Mr. Amram's employment or cessation of employment with the\nCompany, and his actions as an officer and director of the Company.  This\nrelease is intended by the Company to be all-encompassing and to act as a full\nand total release of any claims that \n\n \n                                      -4-\n\nthe Company may have or has had against Mr. Amram and his fiduciaries,\nrepresentatives, agents, estates, successors and assigns, since the Beginning of\nthe World through the date of this Agreement and Release; provided that nothing\nherein shall be construed to release any claims arising out of any\nmisappropriation or infringing use of any confidential and\/or proprietary\ninformation of the Company. The Company acknowledges that it has no knowledge of\nany misappropriation or infringing use of confidential and\/or proprietary\ninformation by Mr. Amram.\n\n     (d) These releases may be pleaded as a full and complete defense and may be\nused as the basis for an injunction against any action, suit or proceeding that\nmay be prosecuted, instituted, or attempted in breach hereof.  Nothing herein\nshall be deemed to waive the right of either party to bring an action to enforce\nthe terms of, or recover damages for breach of any of terms of this Agreement\nand Release or of the Noncompetition, Nondisclosure and Developments Agreement.\n\n     (e) In the event either party brings an action barred by these releases or\nthe Company prevails in an action for violation of the Noncompetition,\nNondisclosure and Developments Agreement, the losing party shall be obligated to\nreimburse the prevailing party for reasonable attorneys' fees and costs in such\naction.\n\n     (f) Nothing herein is intended to affect any right to insurance or to\nindemnification either party may have under applicable law, under the Company's\nCertificate of Incorporation, or the Company's By-laws.\n\n     (g) Mr. Amram acknowledges that the payments and benefits set forth herein,\ntogether with payments and benefits previously provided to Mr. Amram, shall be\ncomplete and unconditional payment, settlement, satisfaction and accord for all\ncompensation arising out of his employment or the cessation thereof or that\notherwise might be owed to him by the Company, including without limitation to\nall wages, salary, accrued but unused vacation pay, commissions, equity, stock\noptions, stock warrants, bonus pay and severance pay.\n\n4.   Commitments.\n     ----------- \n\n     (a) In connection with any pooling transaction entered into by the Company\nwhile Mr. Amram serves as a director of the Company, Mr. Amram will execute any\naffiliate agreement that all other members of the Board of Directors also sign.\nIn the event that Mr. Amram demonstrates to the reasonable satisfaction of the\nBoard of Directors that he has a requirement to sell shares of Company common\nstock during any 'lock-up' period relating to a pooling transaction to which the\nCompany is a party, the Company will make good faith efforts to permit Mr. Amram\nto make such a sale in a manner and amount that, in the opinion of the Company's\nindependent public accountants, is permitted under pooling-of-interests\naccounting rules.\n\n \n                                      -5-\n\n     (b) Mr. Amram will provide the Board of Directors with not less than seven\ndays prior written notice of his intention to purchase the securities of any\nprivately-held company that at the time of such purchase is engaged in any\nbusiness of the Company.\n\n     (c) The parties shall maintain strict confidentiality concerning the dollar\namount and all other terms of this Agreement and Release and, except as required\npursuant to legal process, law or governmental regulation (including without\nlimitation S.E.C. disclosure obligations), will not discuss the same with\nanyone, except on a confidential basis, with Mr. Amram's spouse, with\naccountants or attorneys when such disclosure is necessary for them to render\nprofessional services, and with representatives of the Company to the extent\nnecessary for them to discharge their corporate duties and obligations.  Nothing\nherein shall preclude Mr. Amram from advising any prospective employer of his\npost employment obligations to the Company under this Agreement and Release\nand\/or the Noncompetition, Nondisclosure and Developments Agreement.\n\n     (d) Nothing herein shall be deemed to bar either party from making any\ntruthful disclosures as required by legal process or otherwise mandated by law\nsubject to maximum appropriate protection of confidential information.  Mr.\nAmram further agrees to provide the Company with prompt and timely notice of any\nrequest by subpoena or other legal process seeking testimony or information\nregarding the Company, its business, its employees and\/or any and all matters\nrelating to Mr. Amram's employment with or cessation of employment from the\nCompany.\n\n     (e)  Mr. Amram agrees that he will not engage in any defamatory,\ndisparaging, critical or otherwise detrimental communication with any other\nperson or entity concerning the Company, including its officers, directors,\nemployees, attorneys, business affairs or financial conditions or the\ncircumstances surrounding his employment and separation from employment with the\nCompany.  The Company agrees that it will not engage in any defamatory,\ndisparaging, critical or otherwise detrimental communication with any person or\nentity concerning Mr. Amram.  Nothing herein shall be deemed to bar either party\nfrom making any truthful disclosures as required by legal process, or otherwise\nmandated by law, or upon request of any governmental agency.\n\n5.   Compromise.  The parties agree and acknowledge that this Agreement and\n     ----------                                                            \nRelease is the result of a compromise.  While this Agreement and Release\nresolves the issues between the parties, it does not constitute an admission by\neither party of any liability whatsoever.  Neither this Agreement and Release\nnor any of its terms shall be construed to be, or shall be admissible in any\nproceeding as, evidence of liability by either party.  However, this Agreement\nand Release may be introduced in any proceeding to enforce its terms.\n\n6.   Severability.  The parties agree that each provision herein shall be\n     ------------                                                        \ntreated as a separate and independent clause, and the unenforceability of any\none clause shall in no way impair the enforceability of any of the other\nclauses.  Moreover, if one or more of the provisions or subparts contained in\nthis Agreement and Release shall for any reason be \n\n \n                                      -6-\n\nheld to be excessively broad as to scope or subject matter as to be\nunenforceable at law or equity, such provision, provisions or subparts shall be\nconstrued by limiting and reducing it or them so as to be enforceable to the\nextent compatible with applicable law.\n\n7.   Notices and Payments.  All payments to Mr. Amram shall be made at the\n     --------------------                                                 \naddress set forth below, or such other address as he shall inform the Company of\nin writing or, at the Company's option, shall be made by electronic deposit to a\nbank account designated by Mr. Amram.  All notices and communications shall be\ngiven to the parties at the following addresses, or such other addresses as the\nparties shall provide to each other in writing:\n\n          If to Mr. Amram:\n\n                                 Joseph Amram\n                                 330 Beacon Street\n                                 Boston, MA  02116\n\n          with a copy to:\n\n                                 Gerard D. Goldstein, Esq.\n                                 Goldstein &amp; Manello, P.C.\n                                 265 Franklin Street\n                                 Boston, MA  02110\n\n          If to the Company:\n\n                                 Chairman of the Board of Directors\n                                 Individual, Inc.\n                                 8 New England Executive Park West\n                                 Burlington, MA  01803\n\n          with a copy to:\n\n                                 William B. Asher, Jr., Esq.\n                                 Testa, Hurwitz &amp; Thibeault, LLP\n                                 High Street Tower\n                                 125 High Street\n                                 Boston, MA  02110\n\n\n8.   Representations and Governing Law.\n     --------------------------------- \n\n     (a) This Agreement and Release, together with its Exhibit A, (and those\nAgreements expressly referenced herein, such as the stock option plan)\nrepresents the complete understanding between the parties, supersedes any and\nall agreements and \n\n \n                                      -7-\n\nunderstandings, whether oral or written, and may not be modified, altered,\nchanged or waived, in whole or in part, except upon written consent of both\nparties. The parties agree that the Company will not have an adequate remedy if\nMr. Amram fails to comply with Paragraphs 2 and 4 hereof, and that damages will\nnot be readily ascertainable for such breach, and that in the event of such\nfailure or breach, Mr. Amram shall not oppose any application by the Company\nseeking a decree of specific performance or an injunction enjoining a breach of\nthis Agreement and Release.\n\n     (b) Mr. Amram represents that he has carefully read this Agreement and\nRelease, fully understands its terms, and is voluntarily executing same.  In\nentering into this Agreement and Release, Mr. Amram does not rely on any\nrepresentation, promise or inducement made by the Company, or any of its\nrepresentatives, agents or attorneys, with the exception of the consideration\ndescribed in this document.\n\n     (c) This Agreement and Release shall in all respects be interpreted,\nenforced and governed under the internal and domestic laws of the Commonwealth\nof Massachusetts without giving effect to the principles of conflicts of law\nthereof.  Any dispute hereunder will be adjudicated only in the courts located\nin Massachusetts.  Mr. Amram hereby submits to the jurisdiction of such courts.\n\n     (d) The parties agree to cooperate fully in the execution of any and all\ndocuments, and the taking of any additional action, which may be necessary or\nappropriate to give full force and effect to the terms and intent of this\nAgreement and Release.\n\n     (e) The language of all parts of this Agreement and Release shall in all\ncases be construed as a whole according to its fair meaning and not strictly for\nor against either of the parties.\n\n     (f) This Agreement and Release shall not be assigned by either party but\nshall be binding on the parties hereto and their respective heirs, legal\nrepresentatives, successors and assigns, and shall inure to the benefit of the\nCompany's successors and assigns by merger or consolidation with another company\nor by the sale of all or substantially all of the assets or capital stock of the\nCompany.  The parties acknowledge and warrant that they have not assigned to any\nthird party any rights, or claims of any nature against either party or any of\nthe releasees specified in paragraph 3.\n\n \n                                      -8-\n\n     IN WITNESS WHEREOF, the parties hereto have caused this Agreement and\nRelease to be executed as of the date set forth above.\n\n\nINDIVIDUAL, INC.,                        JOSEPH A. AMRAM,\n\nBy: \/s\/ Robert Lentz                  By: \/s\/ Joseph A. Amram\n   ---------------------------           ------------------------------\n   Robert Lentz                          Joseph A. Amram\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7849],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9551],"class_list":["post-38477","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-individual-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-compensation","corporate_contracts_types-compensation__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38477","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38477"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38477"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38477"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38477"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}