SEPARATION AGREEMENT AND RELEASE
This Separation Agreement and Release ("Separation
Agreement") is dated as of April 24, 2003, by and between Comtex
News Network, Inc. (the "Employer") and Charles W. Terry (the
"Employee").
WHEREAS, Employee entered into an employment agreement with
the Employer dated as of October 1, 1998, and as amended by
amendments dated October 1, 2001, September 10, 2002, and
December 31, 2002 (the "Employment Agreement"); and
WHEREAS, Employee has tendered his resignation as President
and Chief Executive Officer of Employer effective as of April 24,
2003; and
WHEREAS, Employee has tendered his resignation from the
Board of Directors of Employer effective as of April 24, 2003.
NOW, THEREFORE, in consideration of the promises herein
stated and other good and valuable consideration, the receipt and
adequacy of which is acknowledged by each of the parties and who
intend to be legally bound by this Separation Agreement, the
parties state and agree as follows:
1. Termination of Employment Relationship. The parties hereto
agree that their employment relationship is terminated as of
April 24, 2003, except that the obligations of Employee under
Section 4 of the Employment Agreement relating to the covenant
not to compete shall continue for a period of twelve (12) months
from the date of this Separation Agreement and except that the
text in line five of Section 4.2 that reads "in the rental, sale
or service of products of the type rented, sold or serviced by
the Company or any of its Subsidiaries during the period of
Employee's employment with the Company ("Products")" is hereby
replaced in its entirety by text that reads "in any business that
is a real time news feed aggregator or reseller to companies that
integrate real time news with their own proprietary
applications." In addition. the obligations of Employee under
Section 5 of the Employment Agreement relating to confidential
information shall continue in full force and effect. All accrued
vacation leave and any unreimbursed business expenses due to
Employee through April 24, 2003 will be paid to Employee no later
than May 25, 2003.
2. Effect of Resignation. Employer agrees to pay Employee
separation payments in an amount equal to ten months Base Salary
(as defined in the Employment Agreement), in ten equal monthly
installments commencing April 25, 2003, and terminating February
25, 2004. As partial consideration for such separation payments,
Employee agrees to be available for telephone consultation on a
limited basis for sixty (60) days following the date of this
Agreement. In addition, Employer agrees to pay Employee an
amount equal to two weeks Base Salary (as defined in the
Employment Agreement) by no later than May 2, 2003. Any of the
Company's property, other than that described on Schedule 1
hereto, shall be returned to the Company by the close of business
April 25, 2003. Employee shall be entitled to elect continuing
health care coverage under Employer's health plan, at Employer's
expense through the last day of November 2003, subject to the
requirements of Title X of the Consolidated Omnibus Budget
Reconciliation Act of 1985, Internal Revenue Code section 4980B,
and subsequent legislation ("COBRA"). In connection with the
execution of this Separation Agreement, Employee and Employer
hereby waive and release each other from any and all causes of
actions, debts, claims and liabilities, whether known or unknown,
which either party now has or may have in the future against the
other under the Employment Agreement, except as otherwise
provided herein.
3. Counterparts. This Separation Agreement may be executed in
one or more counterparts, each of which shall be deemed to
constitute an original.
4. Governing Law. This Separation Agreement shall be governed
by, and interpreted in accordance with, the laws of the
Commonwealth of Virginia, without regard to the conflict of law
principles thereof.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed in counterparts as of the 24th day of
April 2003.
COMTEX NEWS NETWORK, INC.
By: /S/ STEPHEN W. ELLIS
Stephen W. Ellis,
Chairman of the Board
Acting on Behalf of the Board
of Directors
EMPLOYEE
By: /S/ CHARLES W. TERRY
Charles W. Terry
SCHEDULE 1
1 Toshiba Laptop: Portege 7200
1 Toshiba Laptop (older than above)
1 Compaq IPAQ model 3650