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Severance Agreement Dated May 5, 2001

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This SEVERANCE AGREEMENT AND GENERAL RELEASE ("Severance Agreement") dated May 5, 2001 is entered into by and between Netzee, Inc. (hereinafter "Netzee"), and Lewis Daniel Anderson, Jr. (hereinafter "Anderson").

WHEREAS, Anderson has been employed by Netzee as its Chief Revenue Officer pursuant to an Employment Agreement dated October 9, 2000 (the "Employment Agreement");

WHEREAS, the parties desire to end their employment relationship, preserve the good will between the parties, and dispose of all claims which each may have, or may have had, against the other;

NOW, THEREFORE, for and in consideration of the good and valuable consideration set forth herein, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:


Unless the context plainly requires otherwise, the term "Anderson" includes his agents, attorneys, employees, heirs, successors and assigns; and, the term "Netzee Releasees" includes Netzee and its owners, stockholders, directors, officers, partners, agents, attorneys, parent entities, employees, successors, assigns, affiliates, and subsidiaries, and each of their respective owners, stockholders, directors, officers, partners, agents, attorneys, parent entities, employees, successors, assigns, affiliates and subsidiaries.


Anderson hereby resigns from employment with Netzee effective May 5, 2001. After that date, he will have no right to further employment with Netzee; he shall not apply for reemployment with Netzee; and Netzee will have no obligation to employ him; however, Netzee shall be obligated to pay Anderson any compensation earned and benefits accrued through May 5, 2001, in addition to the payments under Section 3 of this Severance Agreement.


Netzee will pay Anderson a lump sum payment of One Hundred Thousand Dollars ($100,000.00), minus appropriate withholdings under federal, state, city, or other applicable laws and appropriate deductions. From May 5, 2001 through September 30, 2001, Netzee will continue Anderson's health insurance coverage by making payments pursuant to the Consolidated Omnibus Budget Reconciliation Act ("COBRA"). For the remainder of the COBRA period, continuation of this



coverage will be at Anderson's own expense. Anderson's eligibility for COBRA continuation shall be governed by the COBRA statute. Anderson agrees to return to Netzee all property of Netzee, including, but not limited to, all office equipment, such as laptop computers, printers and cellular telephones. Such equipment shall be returned to Netzee no later than the close of business on September 30, 2001. Anderson agrees that the payments and benefits set forth herein are in excess of those to which he would otherwise be entitled, and that he has no claims to any benefits or payments from Netzee except as is expressly set forth herein.


This Severance Agreement shall supersede and extinguish the Employment Agreement and the November 9, 1999 Netzee, Inc. Stock Option Agreement, except for Section 5 of the Employment Agreement, which shall remain in full force and effect.


Anderson hereby releases, discharges, and acquits forever the Netzee Releasees from any and all debts, claims, demands, liabilities, assessments, actions or causes of action, whether in law or in equity, whether direct or indirect, whether presently known or unknown, absolute or contingent, arising under any law, rule, regulation, ordinance, agreement, guideline or other standard of conduct of any kind and whatsoever which Anderson had, now has, or may have had against any of the Netzee Releasees from the beginning of time up to the date of this Severance Agreement. Netzee hereby releases, discharges, and acquits forever Anderson from any an
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