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Exhibit 10(a)
LANVISION SYSTEMS, INC.
SEVERANCE AGREEMENT BETWEEN LANVISION SYSTEMS, INC. AND ALAN J. HARTMAN
SEVERANCE AGREEMENT
INTRODUCTION
(11)This Severance Agreement is made as of August 20, 1998 by and among
LanVision Systems, Inc., LanVision, Inc., (collectively "LanVision")
and Alan J. Hartman ("Employee").
(12)Employee is an employee of LanVision having been hired on June 1,
1996. Employee and LanVision mutually desire to terminate their
employment relationship.
(13)In consideration of the mutual promises and covenants set forth in
this Agreement, the parties agree to the terms and conditions set
forth in this Agreement.
SEPARATION FROM EMPLOYMENT
(14)Employee will terminate Employee's employment with LanVision
effective August 21, 1998 ("Termination Date"). On or before this
date, Employee agrees to return to LanVision any and all LanVision
property acquired during Employee's term of employment.
(15)The Employment Agreement between LanVision and Employee dated June
1, 1996 will be deemed to be terminated as of the Termination Date,
except that any provisions of the Employment Agreement that by their
terms continue in effect beyond any termination shall so continue in
effect. Employee agrees to abide by all such continuing terms.
CONSIDERATION FOR SIGNING
(16) In consideration for Employee signing this Agreement, Employee shall
receive:
(17)A severance payment in the amount of $97,500 (in accordance with the
Employment Agreement dated June 1, 1996), less withholdings under
federal, state, and local law, in one lump sum payment. Provided
Employee has returned all LanVision property, this severance payment
will be paid on the first LanVision payday following the seventh
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business day after the later of (a) the date of receipt by LanVision
of this Severance Agreement signed by Employee or (b) the Termination
Date.
(18)Payment of all salary, commissions, bonuses, any other compensation,
as applicable, and accrued but unused vacation earned as of the
Termination Date, and all reimbursable expenses incurred prior to the
Termination Date.
(19)Coverage under LanVision's health insurance, dental insurance, and
life insurance benefits provided through Aetna and Fortis that
Employee currently has will remain in effect through the end of the
month of Employee's termination. Thereafter, Employee shall be
entitled to exercise COBRA rights in accordance with federal law for
the continuation of health and/or dental insurance benefits. Provided
Employee timely exercises Employee's COBRA rights by completing the
appropriate forms, LanVision will pay the COBRA premiums for up to
three months, i.e., through November 30, 1998. (Employee will receive
separately a notice of COBRA rights, along with the necessary forms
to be completed.)
(20)In addition, LanVision and Employee shall enter a mutually agreeable
agreement for Employee to provide legal services to LanVision.
(21)Employee acknowledges and agrees that Employee shall receive no
benefits additional to those set forth above.
RELEASE OF CLAIMS
In consideration of the payments set forth in Paragraph 3 above, that
being good and valuable consideration, Employee acting of Employee's
own free will, voluntarily, and on behalf of Employee and Employee's
heirs, administrators, executors, successors, and assigns, releases
LanVision and its parent, subsidiaries, affiliates, directors,
officers, and agents, jointly and severally ("Releasees"), from any and
all debts, obligations, claims, demands, judgments, or causes of action
of any kind whatsoever, in tort, contract, by statute, or on any other
basis, for compensatory, punitive, or other damages, expenses,
reimbursements, or costs of any kind, including but not limited to any
and all claims, demands, rights, and/or causes of action arising out of
Employee's employment with LanVision or any employment contract; or
relating to purported employment discrimination or violations of civil
rights under any applicable federal, state, or local statute or
ordinance or any other claim, whether statutory or based on common law,
arising by reason of Employee's employment with LanVision, the
termination of that employment, or circumstances related thereto, or by
reason of any other matter, cause, or thing whatsoever, from the first
date of employment to the later of the date of this Agreement or the
Termination Date.
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NONDISCLOSURE AGREEMENT
(22)LanVision shall make no disclosures concerning Employee's employment
or other information regarding Employee, except for confirming
employment, job title, dates of service, and rate of pay, plus
additional information as, and only as, required pursuant to subpoena
or otherwise required by law, including securities laws and
regulations, unless otherwise consented to by Employee.
(23)Employee shall not disclose or make reference to the terms of this
Agreement except to Employee's attorney and Employee's immediate
family without the prior written consent of the LanVision. Employee
shall not hereafter contact or communicate with LanVision's employees
or former employees regarding the subject matter of this Agreement.
(24)Employee shall make no negative statements concerning, or take any
action that derogates LanVision or other Releasees, or its or other
Releasees' products, services, reputation, officers, employees,
financial status, or operations, or otherwise damage any of
LanVision's or other Releases' business relationships.
EFFECT OF VIOLATIONS BY EMPLOYEE
Any action by Employee in material violation of this Agreement shall
void LanVision's payment to Employee of all severance monies and other
benefits provided for in this Agreement and shall require immediate
repayment by Employee of the value of all consideration paid to
Employee by LanVision pursuant to this Agreement that is otherwise
unearned, and shall further require Employee to pay all reasonable
costs and attorneys fees in defending any action Employee brings, plus
any other damages to which LanVision may be entitled. Employee further
consents to the issuance of a temporary restraining order, and/or
injunction as an appropriate remedy for violation of this Agreement by
Employee, and will not contest the entry of same if a violation is
shown.
DENIAL OF LIABILITY
The payment of the monies set forth in this Agreement does not
constitute an admission of liability or violation of any applicable
law, any contract provisions or any rule or regulation, as to which
Releasees expressly deny liability. This Agreement shall not be
admissible in any proceeding except in an action to enforce its terms.
SEVERABILITY
If any provision, or portion thereof, of this Agreement is held invalid
or unenforceable under applicable statute or rule of law, only that
provision or portion shall be deemed
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omitted from this Agreement, and only to the extent to which it is held
invalid, and the remainder of the Agreement shall remain in full force
and effect.
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with
the laws of the State of Ohio, excluding its conflict of laws.
OPPORTUNITY FOR REVIEW
Employee acknowledges that execution of this Agreement is voluntary and
that Employee has been advised to consult with an attorney before
executing this Agreement to ensure that Employee fully and thoroughly
understands its legal significance.
ENTIRE AGREEMENT
This Agreement constitutes the complete agreement between the parties
and no other representations have been made by the parties. This
document resolves all outstanding issues arising from Employee's
employment as of the date of Employee's signing the Agreement and that
Employee will not receive anything further from LanVision.
Alan J. Hartman LanVision Systems, Inc. and LanVision, Inc.
By: / s / Alan J. Hartman By: / s / J. Brian Patsy
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(Signature) (Signature)
August 20, 1998 J. Brian Patsy
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(Date) (Name Typed or Printed)
Chief Executive Officer and President
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(Title)
August 20, 1998
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(Date)
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