{"id":40324,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/resignation-agreement-bitstream-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"resignation-agreement-bitstream-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/resignation-agreement-bitstream-inc.html","title":{"rendered":"Resignation Agreement – Bitstream Inc."},"content":{"rendered":"

RESIGNATION AGREEMENT <\/strong><\/p>\n

This Resignation Agreement (this “Agreement<\/strong>“) is entered
\ninto between Bitstream Inc. (“Employer<\/strong>“) and Anna Chagnon
\n(“Executive<\/strong>“), on this 1st day of May 2011.<\/p>\n

WHEREAS, the parties agree that Executive will resign and settle their rights
\nand obligations;<\/p>\n

NOW, THEREFORE, in consideration of the mutual promises and covenants set
\nforth below and other good and valuable consideration, the sufficiency of which
\nis hereby acknowledged, Executive and Employer agree as follows:<\/p>\n

1. Resignation Date<\/u>. Effective May 1, 2011 (the “Resignation
\nDate<\/strong>“), Executive hereby resigns as President and Chief Executive
\nOfficer and a director of Employer and as an employee of Employer.<\/p>\n

2. Payments and Other Benefits<\/u>. No later than May 9, 2011, Employer
\nshall pay Executive a lump sum cash payment of $600,000 (representing an amount
\nequal to two years of Executive153s salary), subject to applicable withholding
\nobligations. If Executive dies before receiving the payment stated herein, the
\nremainder will be paid to her husband, and if he is not alive at the time, to
\nher estate. Employer shall also reimburse Executive for any reasonable business
\nexpenses she has incurred on behalf of Employer within 10 days after Executive
\nsubmits adequate documentation that such expenses were properly incurred.
\nEmployer shall also pay Executive, at her current base salary rate, for 10 days
\nof vacation time that she has accrued but not used as of the Resignation Date.\n<\/p>\n

Any vested restricted stock and\/or vested stock options held by Executive as
\nof the Resignation Date or which otherwise become vested as provided in this
\nSection 2 shall continue to be subject to the terms and conditions of the
\nBitstream, Inc. 2006 Incentive Compensation Plan or Bitstream, Inc. 2000 Stock
\nPlan, as applicable, and the related award agreements (collectively, the
\n“Award Documents<\/u><\/strong>“). The restricted stock shares that
\nwould have become vested in May 2011 had Executive153s employment continued until
\nthe end of May 2011 shall become vested and exercisable on their regular vesting
\ndate in May 2011 and shall, for purposes of this Section 2, be considered vested
\nas of such date. Notwithstanding anything in the Award Documents to the
\ncontrary, any unvested options and\/or restricted stock held by Executive as of
\nthe Resignation Date shall continue to be held by Executive and shall not be
\nforfeited upon the Resignation Date, but shall not become vested (except to the
\nlimited extent provided in the preceding sentence) unless a “Change in Control”
\nis consummated on or before November 1, 2011. In the event a Change in Control
\nis consummated on or before November 1, 2011, all unvested restricted stock and
\nstock options held by Executive shall become vested immediately prior to the
\nChange in Control and shall continue to be subject to the terms and conditions
\nrelated to a Change in Control as provided in the Award Documents. If a Change
\nin Control is not consummated on or before November 1, 2011, such unvested
\nrestricted stock and stock options shall be forfeited at the close of business
\non such date. For such purposes, a “Change in Control” shall mean a Change in
\nControl as defined in the Severance Agreement, dated April 15, 2010, between
\nEmployer and Executive (the “Severance Agreement<\/strong>“) and shall
\ninclude any sale of both of Employer153s OEM Fonts business and Employer153s MyFonts
\nbusiness. Notwithstanding anything in the foregoing to the contrary, in no event
\nshall any stock options held by Executive remain outstanding beyond the
\nexpiration date of their original terms.<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

In addition, Employer shall pay up to $15,000 of Executive153s reasonable
\nattorneys fees in connection with the preparation of this Agreement. Payment
\nwill be made no later than May 20, 2011. Payment will be made to Shilepsky
\nHartley Robb Casey Michon LLP.<\/p>\n

Employer agrees that it shall not contest any application for benefits that
\nExecutive may make to the Massachusetts Division of Unemployment Assistance, it
\nbeing understood that it shall not be a violation of this provision for Employer
\nto respond truthfully to requests for information made by the Massachusetts
\nDivision of Unemployment Assistance.<\/p>\n

Executive agrees and acknowledges that the benefits and compensation conveyed
\nby this Section 2 exceed the benefits and compensation to which Executive would
\notherwise be entitled.<\/p>\n

3. Nondisparagement<\/u>. Executive agrees that she will not make any
\nstatement, directly or indirectly, oral or written, which criticizes or is
\ndisparaging of or which is intended to or could reasonably be expected to damage
\nthe business or reputation of Employer, or any of its directors, officers,
\nshareholders, employees, counsel or agents, or its products, technical
\nabilities, research, services, organizational structure or business and
\noperational methods. This paragraph does not prohibit accurate and truthful
\nstatements to the extent required to be made in connection with compulsory legal
\nprocess or testimony in legal proceedings. Executive will notify Employer
\npromptly if served with any legal process calling for disclosure of information
\nregarding Employer, the business or operations of Employer or its directors,
\nofficers, shareholders, employees, counsel or agents.<\/p>\n

Employer and its executive officers and the members of its Board of Directors
\nagree that they will not make (and that they shall instruct Employer153s
\ninvestment banker not to make) any statement, directly or indirectly, oral or
\nwritten, which criticizes or is disparaging of or which is intended to or could
\nreasonably be expected to damage the business or reputation of Executive. This
\nparagraph does not prohibit accurate and truthful statements to the extent
\nrequired to be made in connection with compulsory legal process or testimony in
\nlegal proceedings. Employer will notify Executive promptly if served with any
\nlegal process calling for disclosure of information regarding Executive.
\nPotential new Employers will be told that Executive resigned.<\/p>\n

The parties agree to the following: Employer will send on behalf of Executive
\nan email (provided by Executive to Employer) to all employees of the Employer on
\nthe morning of May 2, 2011 announcing her departure and thanking them for their
\nhard work. The parties agree that this email will be the first announcement of
\nher departure.<\/p>\n

The parties agree that the Employer shall issue a press release in the form
\nattached as Exhibit A hereto announcing Executive153s departure.<\/p>\n

4. General Release by Executive<\/u>. Except as stated herein, Executive
\ncompletely releases Employer, its affiliates, and each of their present and
\nformer directors, officers, shareholders, employees, counsel or agents
\n(collectively, the “Released Parties<\/strong>“) from all claims of any
\nkind, known and unknown, that Executive had in the past or now has against the
\nReleased Parties through the date of execution of this Agreement. This full
\nwaiver and release includes all claims arising from Executive153s employment or
\nassociation with Employer, this Agreement, the termination of Executive153s
\nemployment with Employer, and\/or the events leading up to the termination of
\nExecutive153s employment (collectively, the “Released Claims<\/strong>“);
\nprovided<\/u> that the<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

Released Claims expressly do not include the separation benefits specified in
\nSection 2 hereof, claims for breach of this Agreement, any accrued wages and
\nvacation pay that as of the date hereof remain unpaid, any right to vested
\nbenefits under any Employer benefit plan, rights to indemnification and
\ndisability benefits, claims for unemployment benefits, rights to COBRA. By way
\nof example and not in limitation, the Released Claims shall include any claims
\nfor severance and any claims arising under Title VII of the Civil Rights Act of
\n1964, the Americans with Disabilities Act, and the Age Discrimination in
\nEmployment Act. Notwithstanding anything in this Agreement to the contrary,
\nExecutive is not releasing any claims to challenge the validity of this release
\nunder the Age Discrimination in Employment Act, any claims that arise after
\nExecutive signs this Agreement, or any claims that Executive cannot waive by
\noperation of law.<\/p>\n

Nothing in this Agreement shall limit Executive153s right to file a charge or
\ncomplaint with any state or federal agency or to participate or cooperate in
\nsuch a matter; however, Executive waives the right to monetary damages resulting
\nfrom any actions brought by federal or state agencies. Nothing in this Agreement
\nshall limit Executive153s right to join any shareholder claims against Employer.\n<\/p>\n

Except as stated herein, Executive understands that this release is intended
\nto include all claims of any kind, including unknown losses or claims and claims
\nor losses that Executive may have underestimated in extent or value. Executive
\nexpressly assumes the risk of such unknown or underestimated losses or claims
\nand acknowledges that the benefits to be provided to Executive pursuant to this
\nAgreement fully compensate Executive for such risks.<\/p>\n

Executive acknowledges that:<\/p>\n\n\n\n
\n<\/td>\n\n

a)<\/p>\n<\/td>\n

\n

she has read and fully understands the legal effect of this Agreement, and
\nunderstands that by signing this Agreement she is giving up the Released Claims;\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n<\/td>\n\n

b)<\/p>\n<\/td>\n

\n

she has been advised of her right to take up to 21 days within which to
\nconsider whether to sign this Agreement, and, to the extent she signs this
\nAgreement prior to such 21st day, she knowingly and voluntarily waives her right
\nto consider for the remainder of such period;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n<\/td>\n\n

c)<\/p>\n<\/td>\n

\n

she has been advised to consult with her own attorney prior to signing this
\nAgreement, and that she has had an adequate opportunity to seek such counsel;\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n<\/td>\n\n

d)<\/p>\n<\/td>\n

\n

she has chosen to enter into this Agreement freely, without coercion and
\nbased upon her own judgment and not in reliance upon any promises made by
\nEmployer other than those contained in this Agreement; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n<\/td>\n\n

e)<\/p>\n<\/td>\n

\n

she may revoke this Agreement by delivering a written notice of revocation to
\nEmployer, no later than the seventh day after she signs this Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

5. General Release by the Employer<\/u>. Employer completely releases
\nExecutive, her heirs, successors, assigns and attorneys (collectively, the
\n“Released Parties<\/strong>“) from all claims of any kind, known and
\nunknown, that Employer had in the past or now has against the Released Parties
\nthrough the date of execution of this Agreement; provided<\/u> that the claims
\nreleased in this Section 5 expressly do not include any claims arising from any
\nfraudulent or criminal conduct of Executive not known to Employer as of the
\nResignation Date. Employer represents it knows of no claims against Executive at
\nthe time of execution.<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

6. Governing Law<\/u>. The validity, performance, construction and effect
\nof this Agreement shall be governed by the substantive laws of the Commonwealth
\nof Massachusetts, without regard to the provisions for choice of law thereunder.\n<\/p>\n

7. Entire Agreement<\/u>. This Agreement, along with any and all Stock
\nAgreements referenced herein, the confidentiality agreement signed by Executive
\non July 14, 1997 and the Bitstream Code of Business Conduct and Ethics to which
\nExecutive agreed to be bound, supersedes all other prior undertakings and
\nagreements, written or oral, as may have existed prior to the date of execution
\nof this Agreement with regard to the Released Claims. By the execution of this
\nAgreement, Executive acknowledges that any such superseded understandings and
\nagreements are terminated, and Executive disclaims any and all rights or
\ninterest that may have existed with respect thereto. Further, any
\nrepresentations, promises, agreements or understandings, written or oral, with
\nregard to the terms addressed in this Agreement that are not contained in this
\nAgreement shall be of no force or effect.<\/p>\n

8. Effective Date<\/u>. This Agreement shall become effective on the eighth
\nday after Executive signs it, provided she has not revoked the Agreement as
\nprovided above. If Executive shall timely revoke this Agreement, it shall be
\nrendered void and without effect, and notwithstanding any other provision hereof
\nneither party shall have any obligation to the other hereunder.<\/p>\n

9. 409A. The parties hereby state their joint belief that all payments and
\nbenefits provided for under this Agreement are either exempt from Section 409A
\nof the Internal Revenue Code or comply with the requirements of such Section so
\nas not to cause an acceleration of taxation, or imposition of interest or
\npenalties, under Section 409A or any other provision of the Internal Revenue
\nCode and may be paid without application of the 6-month delay provisions of IRC
\n \u00a7409A(a)(2)(B)(i). Accordingly, the parties agree that all tax reporting and
\nwithholding will be consistent with this understanding.<\/p>\n

10. This Agreement may be executed in counterparts, in which case each such
\ncounterpart shall be an original, and all counterparts together shall constitute
\none and the same instrument. True and correct copies, including facsimile or PDF
\ncopies of signed counterparts, may be used in place of originals for any
\npurpose.<\/p>\n

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
\ndates indicated below.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

ANNA CHAGNON<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

Date: May 1, 2011<\/u><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

\/s\/Anna M. Chagnon<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

BITSTREAM, INC.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

Date: May 1, 2011<\/u><\/p>\n<\/td>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

\/s\/ Melvin L. Keating<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

Melvin L. Keating, On behalf of the Board of Directors<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

of Bitstream Inc.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Exhibit A<\/u><\/strong><\/p>\n

Anna Chagnon Resigns as President and CEO <\/strong>\n<\/p>\n

MARLBOROUGH, Mass.:May, 2, 2011: Bitstream Inc. (NASDAQ:BITS) announced today
\nthat its CEO and President, Anna Chagnon, has resigned. Amos Kaminski, the
\nChairman of the Board, has agreed to take over as Executive Chairman and interim
\nCEO. Ms. Chagnon has also resigned as a director of the Company.<\/p>\n

The Company is grateful to Ms. Chagnon for her years of service and wishes
\nher well in her future endeavors.<\/p>\n

About Bitstream <\/strong><\/p>\n

Bitstream Inc. develops software technologies and applications for the
\ngraphic art and mobile communications industries. Bitstream153s award-winning
\nfonts and font technologies enable device manufacturers and application
\ndevelopers to render the highest quality text in any language, on any device, at
\nany resolution. The company153s MyFonts brand is the world153s leading provider of
\nfonts to consumers. Bitstream153s Pageflex brand enables marketers to easily
\nproduce customized communications in print, email and online. The company153s
\nlatest offering is the BOLT mobile browser, which has been installed by millions
\nof users worldwide since its release in February 2009. For more information
\nvisit www.bitstream.com<\/u>.<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6905],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9551],"class_list":["post-40324","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bitstream-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\/40324","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=40324"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40324"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40324"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40324"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}