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Exhibit 99.7
SEPARATION AND RELEASE AGREEMENT
Michael Norton, 16 Tolkien Passage, Medford, NJ 08055 ("NORTON") and
WorldWide Web NetworX Corporation, 521 Fellowship Road, Suite 130, Mount Laurel,
New Jersey 08054, and its successors and assigns (together "WWWX"), hereby
knowingly and voluntarily agree to enter into this Separation and Release
Agreement ("AGREEMENT"), this 22nd day of August, 2000, in order to resolve all
outstanding issues and set forth all the obligations between the parties. Mr.
Norton and WWWX acknowledge and agree that this Agreement, and the Agreements
specifically referenced in this document, constitute the sole obligation of each
to the other and that no other promises, commitments, or representations have
been made with or by each of the parties to the other.
WHEREAS, Norton and WWWX have entered into (a) an Incentive Stock Option
Grant Agreement (the "ISO Agreement"), and (b) a Non-Qualified Stock Option
Grant Agreement (the "NQSO Agreement"), both dated August 12, 1999.
1. Mr. Norton's employment with WWWX terminated effective May 1,
2000 and Mr. Norton resigned his position as Chief Financial Officer and
Treasurer of WWWX effective 9:00 A.M., April 3, 2000. From April 3 to May 1,
2000, Mr. Norton was assigned to the Hightstown New Jersey office of NAI Direct,
Inc., to work under the supervision of the Chief Executive Officer of that
company. Mr. Norton hereby resigns his position as a member of the Board of
Directors of WWWX effective upon the execution ands delivery of this Agreement
to WWWX.
2. Mr. Norton and WWWX hereby terminate the ISO Agreement, in its
entirety, and to amend the NQSO Agreement, effective after expiration of the
7-day revocation period in paragraph 17, as follows:
a. Paragraph 1(a) is hereby replaced in its entirety as follows: GRANT
OF OPTION. "Subject to the terms and conditions set forth in this
Agreement and in the Plan, the Company hereby grants to the Grantee
an option (the "Option") to purchase 90,000 shares of common stock
of the Company ("Shares") at an exercise price of $.75 per Share.
The Option shall become exercisable according to Paragraph 2 below."
b. Paragraph 2 is hereby replaced in its entirety with the following:
"EXERCISABILITY OF OPTION. The Option is now
exercisable by Grantee in full. Notwithstanding
Section 5 of the Plan, the Option is excercisable
until the end of the term specified in Section 3,
without regard to any other termination or separation
from the Company.
c. Paragraph 3(b) is hereby deleted in its entirety.
d. A new paragraph 4(c) is inserted as follows:
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"At any time during which the Option may be exercised, Grantee may,
at his option, choose to exercise the Option on a cashless basis by
giving written notice at the principal office of the Company of his
intent to effect a cashless exercise ("NOTICE OF CASHLESS
EXERCISE"). For any cashless exercise, the Company will issue to
Grantee the number of shares of its common stock equal to (i) the
number of Shares specified by Grantee in his Notice of Cashless
Exercise (the "TOTAL NUMBER") less (ii) the number of shares equal
to the quotient obtained by dividing (A) the product of the Total
Number and the Exercise Price by (B) the current market value of a
share of the Company's common stock. Otherwise, on the date the
Company delivers the Shares to Grantee, he shall pay the exercise
price for each Share in cash to the Company. For purposes of the
foregoing, the current market value of a share of the Company's
common stock is the price paid for one share in the last open-market
trade of the day either on a national securities exchange or as
listed on the OTC Bulletin Board on the last trading day before the
day the Option is exercised."
e. Paragraph 5 is hereby amended by inserting the following after the
first sentence:
"The Company will treat Grantee's outstanding Options in a manner
and with procedures no less favorable than it treats all other
Grantees."
All other terms of the NQSO Agreement remain unmodified and in force. WWWX
hereby covenants that it will use commercially reasonable efforts to file a
registration statement on Form S-8 or otherwise to register the WWWX shares
underlying Mr. Norton's Option not later than 120 days from the Effective Date
of this Agreement.
3. Mr. Norton acknowledges that he is not entitled to any further
consideration or monies, including any benefits, payments or wages, except as
set forth in this Agreement. Mr. Norton acknowledges and agrees that Paragraph 2
includes all amounts owed to him for vacation, severance, bonus, commission or
any other entitlement. This Agreement supersedes or modifies, as applicable, any
and all previous agreements, whether written or oral, between Mr. Norton and
WWWX.
4. Mr. Norton shall execute and deliver to WWWX, simultaneously
with the execution of this Agreement, his letter of resignation as a member of
the Board of Directors of WWWX, attached hereto as Exhibit "A."
5. Mr. Norton will return all WWWX-owned or leased property,
documents, records and other information of any type whatsoever concerning or
relating to the business and affairs of WWWX or any successor.
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6. Mr. Norton agrees that acceptance of this Agreement
constitutes a full, complete, and knowing waiver of any claims asserted or
non-asserted that Mr. Norton may have against WWWX arising out of his employment
and termination of employment including, but not limited to, any claims Mr.
Norton may have under the laws of New York or New Jersey for wages, bonuses,
torts, contracts, or employment agreements or under any federal, state, or local
statute, regulation, rule, ordinance, or order which covers or purports to cover
or relates to any aspect of employment, including, but not limited to,
discrimination based on race, sex, age, religion, national origin, sexual
orientation, physical, medical, or mental condition, or marital status under,
among other statutes, Title VII of the Civil Rights Act of 1964, the Civil
Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination
in Employment Act, the Fair Labor Standards Act, the Family and Medical Leave
Act, the New Jersey Family and Medical Leave Act, the Employee Retirement Income
Security Act, and other similar federal, state or local laws.
7. As a material inducement to WWWX to enter into this Agreement,
Mr. Norton hereby irrevocably and unconditionally releases, acquits, and forever
discharges WWWX, and its shareholders and each of WWWX's and such shareholders'
directors, officers, employees, representatives, attorneys, and all persons
acting by, through, under or in concert with any of them (collectively "WWWX
RELEASEES"), from any and all charges, complaints, claims, controversies,
damages, actions, causes of action, suits, rights, demands, costs, losses,
debts, and expenses (including attorneys fees and costs actually incurred), of
any nature whatsoever, known or unknown, which Mr. Norton now has, owns, holds,
or claims to have, own, or hold, or claimed to have, own, or hold, or which Mr.
Norton at any time hereafter may have, own, or hold, or claim to have, own, or
hold, from the beginning of time arising out of or in any manner relating to Mr.
Norton's employment with WWWX or the separation of that employment until the
date of execution of this Agreement.
8. As a material inducement to Mr. Norton to enter into this
Agreement, WWWX hereby irrevocably and unconditionally releases, acquits, and
forever discharges Norton from any and all charges, complaints, claims,
controversies, damages, actions, causes of action, suits, rights, demands,
costs, losses, debts, and expenses (including attorneys fees and costs actually
incurred), of any nature whatsoever, known or unknown, which WWWX now has, owns,
holds, or claims to have, own, or hold, or claimed to have, own, or hold, or
which WWWX at any time hereafter may have, own, or hold, or claim to have, own,
or hold, from the beginning of time arising out of or in any manner relating to
Mr. Norton's employment with WWWX, or service as a director or an officer to the
extent permitted by law, or the separation of that employment and service, until
the date of execution of this Agreement.
9. Mr. Norton represents that he has not filed any complaint,
charge or claim against WWWX with any other governmental agencies and, on behalf
of himself, his heirs, executors, administrators and assigns agrees never to
directly or indirectly commence or prosecute, or assist in the commencement or
prosecution, or in any way cause, or advise to be commenced or prosecuted, any
action or proceeding against WWWX, its successors, and assigns or their past,
present or future officers, directors,
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agents or employees, and WWWX Releasees, with respect to any matter, whether or
not now known, based upon any act, transaction, practice, conduct or omission
that occurred prior to the date of this Agreement, unless required by law. In
the event that Mr. Norton institutes, is a party to, or is a voluntary member of
a class that institutes any such action, his claims shall be dismissed or class
membership terminated with prejudice immediately upon presentation of this
Agreement. In addition, Mr. Norton will pay WWWX its costs, including reasonable
attorney's fees, in obtaining dismissal of such action.
10. WWWX represents that it has not filed any complaint, charge or
claim against Mr. Norton in any forum or with any governmental agencies and, on
behalf of itself, subsidiaries, affiliates, successors, assigns or their past,
present or future officers, directors, agents or employees, and WWWX agrees
never to directly or indirectly commence or prosecute, or assist in the
commencement or prosecution, or in any way cause, or advise to be commenced or
prosecuted, any action or proceeding against Mr. Norton, his heirs, executors,
administrators and assigns, with respect to any matter, whether or not now
known, based upon any act, transaction, practice, conduct or omission that
occurred prior to the Effective Date of this Agreement. In the event that WWWX
institutes, is a party to, or is a voluntary member of a class that institutes
any such action, its claims shall be dismissed or class membership terminated
with prejudice immediately upon presentation of this Agreement. In addition,
WWWX will pay Mr. Norton his costs, including reasonable attorney's fees, in
obtaining dismissal of such action.
11. In the course of employment with WWWX prior to the date
hereof, Mr. Norton may have had access to confidential and proprietary
information and records, data and other trade secrets of WWWX ("CONFIDENTIAL
INFORMATION"). Confidential Information shall include, without limitation, the
following types of information or material, both existing and contemplated,
regarding WWWX, or its subsidiary or affiliated companies: corporate
information, including plans, strategies, policies, resolutions, and any
litigation or negotiations; marketing information, including strategies,
methods, customers, prospects, or market research data; financial information,
including cost and performance data, debt arrangement, equity structure,
investors, and holdings, operational and scientific information, including trade
secrets and technical information; and personnel information, including
personnel lists, resumes, personnel data, organizational structure, compensation
structure, and performance evaluations. Mr. Norton shall not directly or
indirectly disclose Confidential Information to any person or entity or use
Confidential Information in any way, except that Mr. Norton may utilize
Confidential Information directly pertaining to NAI Direct, Inc., as and to
extent required in order to perform his duties and responsibilities to NAI
Direct, Inc., only for so long as he remains an employee of NAI Direct, Inc.
12. Mr. Norton acknowledges that the terms of this Agreement and
all discussions leading up to it are confidential and agrees that he will not
divulge the terms of this Agreement to any third party, except his immediate
family, financial advisor, attorney or as required by law or court order.
13. Mr. Norton agrees not to directly or indirectly take, support,
encourage or participate in any action or attempted action that in any way would
damage
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the reputation of WWWX and/or any of its subsidiaries or affiliates. Nothing
contained in this Agreement nor the fact that the parties have signed the
Agreement shall be considered an admission by either party. Mr. Norton agrees
that he will cooperate with WWWX, at its cost, and its designated
agents/representatives as reasonably necessary consistent with his business
obligations in any legal disputes and/or proceedings and/or business matters
relating to issues and/or incidents which took place during his term of
employment.
14. Both Mr. Norton and WWWX agree not to disparage each other in
any way. Mr. Norton and WWWX agree that they will not speak about each other in
negative terms. Should Mr. Norton discuss the terms of the Agreement with
individuals other than his immediate family, his attorney, or as required by
law, Mr. Norton shall pay only the actual damages proximately caused by his
violation, WWWX's reasonable attorneys' fees and costs incurred in enforcing its
rights, and may be subject to injunctive relief. Similarly, should WWWX or any
of its directors, officers, employees, agents, or other authorized
representatives discuss the terms of the Agreement with individuals other than
WWWX directors, officers, employees, agents, other authorized representatives,
their attorneys, or as required by law, WWWX shall pay only the actual damages
proximately caused by its violation, Mr. Norton's reasonable attorneys fees and
costs incurred to enforce his rights, and may be subject to injunctive relief.
15. In the event of any default by WWWX under this Agreement,
Mr. Norton will use reasonable efforts to mitigate his damages, but such acts
will not limit or modify any of Norton's rights under this Agreement, and
WWWX will pay to Norton a reasonable sum for attorney fees and other
reasonable costs and expenses incurred by Norton in enforcing any right or
privilege under this Agreement.
16. Mr. Norton agrees that this Agreement shall be construed under
New Jersey law without regard to the conflict of laws provision therein and any
actions relating thereto must be brought within the State of New Jersey.
17. The provisions of this Agreement are independent and severable
from each other and this Agreement and any other documents executed pursuant to
this Agreement are independent of each other whereby if any term or provision of
this Agreement or any document delivered pursuant hereto shall be determined to
be illegal or unenforceable, all of the terms and provisions of this Agreement
and any document delivered pursuant hereto shall nevertheless remain effective
and shall be enforced to the fullest extent permitted by applicable law.
18. Mr. Norton and WWWX, along with their respective attorneys,
have participated fully in the review and revision of this Agreement. Any rule
of construction to the effect that ambiguities are to be resolved against the
drafting party shall not apply in interpreting this Agreement.
19. Mr. Norton warrants that he is fully competent to enter into
this Agreement and that, consistent with the terms of the Older Workers Benefit
Protection Act of 1990, he has carefully read and fully understands the terms of
this Agreement, has had
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the advice of counsel with respect this Agreement and has been given the
opportunity to consider the terms of the Agreement for at least 21 days, and has
signed this Agreement freely and voluntarily. Further, Mr. Norton understands
that he has the opportunity to revoke such Agreement within 7 days of signing
it. Mr. Norton understands that if he does revoke the Agreement, he must notify
WWWX in writing within 7 days of signing the Agreement.
20. Upon the expiration of the 7-day revocation period provided
for in the foregoing Section 19 and the submission of documentation evidencing
the legal fees actually incurred and paid by Mr. Norton in connection with the
negotiation and preparation of this Agreement, WWWX shall reimburse Mr. Norton
for such legal fees, not to exceed the total sum of $7,000.00.
23. (a) Right To Indemnification: If Mr. Norton is made a party
or is threatened to be made a party or is involved in any action, suit or
proceeding, whether civil, criminal, administrative, or investigative
(hereinafter a "Proceeding"), by reason of the fact that he is the legal
representative, is or was a director or officer, of WWWX or is or was serving at
the request of WWWX as a director, officer, employee, or agent of another
corporation or of a partnership, joint venture, trust, or other enterprise,
whether the basis of such proceeding is alleged action in an official capacity
as a director, officer, employee, or agent or in any other capacity while
serving as a director, officer, employee, or agent, Mr. Norton shall be
indemnified and held harmless by WWWX to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits WWWX to provide broader indemnification rights than said law permitted
WWWX to provide prior to such amendment), against all expense, liability and
loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties, and amounts paid or to be paid in settlement) incurred or suffered by
Mr. Norton in connection therewith and such indemnification shall continue even
though Mr. Norton has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of his heirs, executors, and administrators. The
right to indemnification conferred in this Section 23 shall be a contract right
and shall include the right to be paid by WWWX the expenses incurred in
defending any such proceeding in advance of its final disposition.
(b) Right Of Mr. Norton To Bring Suit: If a claim under paragraph (a) of
this Section is not paid in full by WWWX within ten days after a written claim
has been received by WWWX, Mr. Norton may at any time thereafter bring suit
against WWWX to recover the unpaid amount of the claim and, if successful in
whole or in part, Mr. Norton shall be entitled to be paid also the expense of
prosecuting such claim.
(c) Rights Not Exclusive: Notwithstanding any limitation to the contrary
contained in sub-paragraphs (a) and (b) of this section, WWWX shall, to the
fullest extent permitted by Section 145 of the General Corporation Law of the
State of Delaware, as the same may be amended and supplemented, indemnify Mr.
Norton from and against any and all of the expenses, liabilities, or other
maters referred to in or covered by said section, and the indemnification
provided for herein shall not be deemed exclusive of any other rights to which
Mr. Norton may be entitled under any law, By-Law, agreement, vote of
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stockholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue even though Mr. Norton has ceased to be director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
(d) Insurance: For a period of at least six (6) years, WWWX shall
maintain insurance, at its expense, to protect itself and Mr. Norton resulting
from his service as a director, officer, employee, or agent of WWWX or another
corporation, partnership, joint venture, trust, or other enterprise against any
such expense, liability or loss, whether or not WWWX would have the power to
indemnify Mr. Norton against such expense, liability, or loss under the Delaware
General Corporation Law. Such insurance shall be substantially similar in terms,
insurer ratings, and policy limits to the policies currently in effect as of the
date of this Agreement.
PLEASE READ CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF
ALL KNOWN AND UNKNOWN CLAIMS.
To signify the parties' agreement to the terms of the Agreement, the parties
have executed this Agreement on the date set forth opposite their signatures,
which appear below.
Date: 8/22/00 /s/ Michael E. Norton
--------- -------------------------------------
MICHAEL E. NORTON
Date: 8/22/00 WORLDWIDE WEB NETWORX CORPORATION
---------
/s/ Allan M. Cohen
-------------------------------------
Name: Allan M. Cohen
Title: Vice President
and General Counsel
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Exhibit A
August 22, 2000
The Board of Directors of
WorldWide Web NetworX Corporation
521 Fellowship Road, Suite 130
Mount Laurel, New Jersey 08054
Gentlemen:
I hereby voluntarily resign as director of WorldWide Web NetworX
Corporation ("WWWX") effective immediately.
Very truly yours,
/s/ Michael E. Norton
Michael E. Norton
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