EXHIBIT 10.20
AGREEMENT AND RELEASE
This Agreement and Release ("Agreement") is dated as of June 13, 2000
between OnHealth Network Company ("OnHealth") and Rebecca J. Farwell
("Farwell").
RECITALS
OnHealth has employed Farwell as General Manager. Farwell has announced
her intention to resign from OnHealth to assume a management position with a
competitor of OnHealth. This Agreement is intended to provide Farwell with
specified benefits in exchange for her release of claims and agreement to
compete with OnHealth in a fair and appropriate manner.
AGREEMENTS
NOW, THEREFORE, in consideration of Farwell's receipt of benefits under
this Agreement and the other mutual covenants in this Agreement, the parties
agree as follows:
1. FARWELL'S RESIGNATION. Farwell's employment with OnHealth shall end
on June 13, 2000. On June 13, 2000, Farwell will receive payment for all salary
and accrued but unused vacation time. Farwell's medical, dental, vision and life
insurance will end on June 30, 2000, while her short-term and long-term
disability coverage will end on June 13, 2000.
2. FARWELL'S BENEFITS. Farwell shall receive the following
benefits:
a. BONUS. On June 13, 2000, Farwell will receive a bonus of
$50,000.
b. INSURED BENEFITS. If Farwell elects to continue her health
insurance coverage through COBRA, OnHealth will pay the premiums until the
sooner of (i) Farwell's coverage through another employer, and (ii) May 30,
2001.
Farwell recognizes that Paragraph 2 provides benefits beyond which she otherwise
was not entitled.
3. TRANSITION OF FARWELL'S DUTIES. Before her resignation, Farwell
shall assist OnHealth in transitioning her duties to other OnHealth personnel.
For the two (2) weeks after her resignation, Farwell shall be available on
reasonable notice to answer questions and further assist in transitioning her
duties. Such duties will require no more than seven (7) hours per week.
4. CONFIDENTIALITY.
a. "Confidential Information" means all not publicly disclosed
information, and all documents and other tangible things which record it,
relating to or used in OnHealth's business, whether or not a "trade secret",
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which is not generally known to OnHealth's competitors and was disclosed to or
developed by Farwell as a result of employment with OnHealth. Confidential
Information includes the following especially sensitive, not publicly disclosed
information: (i) OnHealth's marketing plans and strategies; (ii) OnHealth's
finances; (iii) OnHealth's software and business records.
b. Farwell represents that as of June 13, 2000 she has
surrendered to OnHealth, without retaining copies, all tangible things that are
or contain Confidential Information. Farwell also has returned all files,
correspondence, memoranda, computer software and printouts, work papers, files,
client lists, and other tangible things that OnHealth gave to Farwell, or that
Farwell created in whole or part within the scope of her employment, even if
they do not contain Confidential Information.
5. RESTRICTIVE COVENANTS. Beginning on June 13, 2000, Farwell shall not
(i) for a period of six (6) months hire or otherwise engage any person employed
by OnHealth to perform services for Farwell or her employer; (ii) for a period
of twelve (12) months solicit any person employed by OnHealth to perform
services for Farwell or her employer or any other person or entity; (iii) for a
period of twelve (12) months persuade or attempt to persuade Cleveland Clinic to
alter or discontinue its relationship with OnHealth.
6. RELEASE.
a. Farwell represents that she has no pending complaints,
charges or lawsuits relating to employment with OnHealth.
b. On behalf of her marital community, if any, Farwell hereby
forever and completely GIVES UP, WAIVES, DISCHARGES, and RELEASES OnHealth, any
affiliated companies (including Healtheon/WebMD), and OnHealth's and its
affiliated companies' officers, directors, employees, successors, assigns,
representatives and agents (collectively, "OnHealth Parties") from any claim,
liability, cause of action, damage or charge Farwell has or may have had against
any of them which is related to or arises out of anything occurring before
Farwell signs this Agreement. This includes, but is not limited to, anything
RELATED TO FARWELL'S EMPLOYMENT OR SEPARATION FROM EMPLOYMENT. Farwell also
promises that she will never file or press or join in any claim, charge,
complaint or lawsuit based on any such thing. However, this release shall not be
construed to prevent Farwell from (i) filing a lawsuit for the sole purpose of
enforcing her rights under this Agreement; (ii) bringing before any
administrative agency matters for which such agencies have jurisdiction; (iii)
filing a lawsuit based upon events, acts or omissions occurring after the
execution of this Agreement.
7. CONFIDENTIALITY. Farwell shall not disclose the existence or terms
of this Agreement to any person except her attorney, accountant and immediate
family. In addition, neither Farwell nor her future employer shall announce or
publicly disclose or imply that Farwell will be leaving OnHealth or joining any
other employer until the sooner of (i) June 16, 2000; and (ii) OnHealth's public
disclosure of Farwell's resignation. Farwell will have the right to approve
OnHealth's press release about her resignation, such approval to be provided
within twelve (12) hours of being supplied to her, and such approval not to be
unreasonably withheld.
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8. REMEDIES. Farwell acknowledges that OnHealth would be greatly
injured by, and would have no adequate remedy at law for, Farwell's breach of
Paragraph 3, 4, 5, 6 or 7. Farwell therefore consents that if such breach occurs
or is threatened, OnHealth may, in addition to all other remedies, enjoin
Farwell (together with all persons acting in concert with her) from such breach
or threatened breach. In any lawsuit arising out of or relating to this
Agreement, the prevailing party shall recover reasonable her or its costs and
reasonable attorneys' fees.
9. ASSIGNMENT. OnHealth may assign rights and duties under this
Agreement, but Farwell may not. This Agreement shall bind Farwell's heirs and
personal representatives, and inure to the benefit of OnHealth and its
successors and/or assigns.
10. CONTROLLING LAW/FORUM. Washington law shall govern this Agreement.
Subject to Paragraph 10, for any claim or cause of action arising under this
Agreement, OnHealth and Farwell consent to the exclusive jurisdiction of any
state or federal court within Seattle, Washington, and waive any objection based
on jurisdiction or venue, including FORUM NON CONVENIENS.
11. MISCELLANEOUS. This Agreement is the entire agreement between the
parties on its subject matters, and supersedes all prior and contemporaneous
discussions and understandings. No waiver, modification or termination of any
term of this Agreement shall be effective unless in writing and signed by all
parties. The provisions of this Agreement are severable, and if any part of the
Agreement is found to be unenforceable, the remainder of the Agreement shall
remain fully valid and enforceable.
12. ACKNOWLEDGEMENT. Farwell acknowledges that she has reviewed this
Agreement with an attorney. Farwell signs this Agreement of her own free will
and based upon her own judgment and decision.
REBECCA J. FARWELL ONHEALTH NETWORK COMPANY
\s\ REBECCA J. FARWELL By \S\ RON STEVENS
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Its COO
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