<PAGE>
EXHIBIT 10.3
Separation Agreement and Release
This Separation Agreement and Release entered into as of the 26th day of May,
2000, is made by and between Inso Corporation ("the Company") and Elaine S.
Ouellette ("the Executive"), and constitutes the parties' agreement with respect
to the termination of the Executive's employment.
1. The Executive voluntarily resigns as an officer of the Company and all of
the Company's subsidiaries effective May 26, 2000 ("the Resignation
Date") and as an employee with the Company (apart from holding an office
as aforesaid) on November 26, 2001 ("the Termnation Date"). Executive
shall execute and return to the Company the resignation letter attached
hereto as Exhibit A.
2. (a) During the period between the Resignation Date and the Termination
Date ("the Interim Period"), Executive or her estate shall continue to be
paid her base salary as in effect on the Resignation Date (reduced by any
amounts received under any disability insurance program, or other income
replacement program available through the Company) in accordance with the
Company's normal and customary pay practices for executive employees,
subject to all applicable federal and state income, payroll, and other
applicable tax withholding. During the Interim Period, the Executive
shall perform any special assignments reasonably requested by the Chief
Executive Officer or the Board of Directors of the Company at reasonable
times and places mutually agreeable to the parties. It is the intention
of the parties that such special assignments would not unreasonably
interfere with any future employment the Executive may undertake with an
employer other than the Company. Additionally, the Executive shall be
reimbursed for reasonable expenses, as determined by the Company related
to the services requested by the Chief Executive Officer or the Board of
Directors during the Interim Period.
(b) At Executive's option, Executive may elect in writing to receive the
salary continuation set forth in Paragraph 2(a) above in an accelerated
lump sum payment, provided that such lump sum payment shall be discounted
to its present value, at a discount rate to be determined by the
Company's investment bankers. However, if the election is made six months
or less prior to the Termination Date, then the discount rate shall be
deemed to be the six (6) month US Treasury bill rate on the election date
plus one hundred and fifty (150) basis points. In the event Executive
elects this lump sum payment option, Executive's Termination Date shall
be the date of such election for purposes of this Agreement (including
without limitation Paragraphs 3, 4, 6 and Attachment A to this
------------
Agreement).
3. During the Interim Period and subject to the exceptions noted below,
Executive and her family shall be entitled to continue her or their
participation in the Company's medical, dental, and vision care benefit
plans to the same extent, and under the same conditions, that she may be
a participant in such plans on the Resignation Date regardless of the
intervening death of Executive; provided however, such participation
shall cease on the
1
<PAGE>
earlier of: (a) the Termination Date, and (b) the last day of the month
in which she may be covered by any plan, program or arrangement,
sponsored by another employer offering similar coverage.
4. On the Termination Date, Executive shall be eligible to continue medical,
dental, and vision care benefits under the provisions of COBRA, and she
will be notified of her COBRA rights at that time.
5. Executive's participation in Company benefit plans, programs, and
arrangements not enumerated in paragraph 3 above shall be as described in
Attachment A: "Executive Separation Agreement, Summary of Benefits
Continuation". Executive's entitlement to and eligibility for further
vacation, sick leave and other paid time off shall cease on the
Resignation Date. The Executive shall be entitled to earned but unused
vacation, which shall be paid to her within 15 days of the execution of
this Agreement.
6. Previously granted, but unexercised stock options held by Executive for
the purchase of stock of the Company shall be exercisable pursuant to the
terms of the Company's stock option plans, for a period of 90 days after
the Termination Date or 180 days following the death of Executive, as the
case may be. All previously granted, but unexercised stock options and
restricted shares held by the Executive will continue to vest over the
Interim Period and will become fully vested upon a change in control of
the Company as outlined in the Company's stock option plans.
7. Executive shall be entitled to an incentive compensation payment of
$14,063. This will be paid within 15 days of the execution of this
Agreement.
8. Anything contained in paragraphs 14 and 15 notwithstanding, the Company
and Executive shall continue to be bound by the Non-Disclosure Agreement
executed by Executive on November 11, 1996, which Agreement is
incorporated herein by reference.
9. The Company has offered, upon request of the Executive, to pay up to
$10,000 for and retain a firm to provide Executive Outplacement
Assistance, or, at the Executive's election, and in lieu of the Executive
Outplacement Assistance, to provide a $10,000 cash payment directly to
the Executive. The Executive has elected the $10,000 cash payment.
10. During the Interim Period, the Executive will not attempt to hire or
hire, or attempt to solicit or solicit, any employee of the Company, or
assist in such hiring by anyone else, to work as an employee or
independent contractor, with, or otherwise provide services to, any
business directly competitive with the Company's business.
Notwithstanding the foregoing, the Executive will not be considered to be
in violation of this Agreement if she complies with a request to provide
a written or oral reference for someone seeking employment where this
conduct would otherwise be considered to violate the provisions of this
paragraph.
2
<PAGE>
11. From and after the date of this Agreement, the Executive shall continue
to be entitled to indemnification as an "Officer" of the Company in
accordance with Article V of the Company's By-laws as in effect as of the
date of this Agreement notwithstanding any subsequent amendment to such
By-laws. The term "Officer" shall have the meaning set forth in Article V
of the Company's By-laws.
12. Executive agrees to return to the Company prior to the Resignation Date,
all Company property including, but not limited to, vendor, supplier, and
any other business or mailing lists, reports, files, memoranda, records
and software, credit cards, desk or file keys, computer access codes or
disks, and Company manuals. Executive further agrees that she will not
retain any copies, duplicates, reproductions or excerpts of such
property. Notwithstanding the preceding, Executive shall not be required
to return to the Company the laptop computer and peripherals purchased by
the Company for her use.
13. Executive acknowledges that the Company will include a copy of this
Agreement as an exhibit to its Form 10-Q for the fiscal quarter ending
July 31, 2000. Until such time as the Company includes a copy of this
Agreement as an exhibit to its Form 10-Q, the Executive and Company
represent and agree that they and their agents and representatives shall
keep completely and strictly confidential the terms of this Agreement,
except as required by law. Even after a copy of this Agreement is
included as an exhibit to the Company's Form 10-Q, the parties agree to
keep completely and strictly confidential any settlement negotiations
that occurred in connection with this Agreement.
14. Executive for herself and on behalf of her heirs, executors,
administrators and assigns, hereby remises, releases and fully discharges
the Company and, to the extent applicable, its present, former, and
future parent companies, subsidiaries and affiliates, and the officers,
directors, employees, agents, successors and assigns of each of them
("the Released Parties") of and from any and all claims, rights and
causes of action of all nature known, unknown, past, present, now
foreseeable or unforeseeable, which she has or may hereafter have, in any
way arising out of, connected with or related to Executive's employment
with any of the Released Parties, the termination thereof or based upon
information made known to Executive during employment with any of the
Released Parties. This Release shall include, but not be limited to, any
claims, damages, rights and causes of action for wrongful discharge,
breach of contract, discrimination or retaliation under any federal,
state or local laws, rules, orders or regulations including Title VII the
Civil Rights Act of 1964, 42 U.S.C. (S) 2000e et. seq., the Age
--------
Disrimination in employment Act, 29 U.S.C. (S) 621 et seq., the Family
-------
and Medial Leave Act, 29 U.S.C. (S) 2601 et seq., the Employee retirement
-------
Income Security Act, 29 U.S.C. (S) et seq., the Massachusetts Civil
-------
Rights Act, M.G.L.c. 12 (S) 11H and 11I, the Massachusetts Fair
Employment Practices Act, M.G.L.c. 151b, (S) 1 et. seq., the Americans
--------
with Disabilities Act, 29 U.S.C. (S) 12101 et. seq., and the
--------
Massachusetts Equal Rights Act, c.93, (S) 102. This
3
<PAGE>
Release shall also include, but not be limited to, all claims, rights and
causes of action for costs, attorney's fees, bounties, or percentage of
awards or settlements which Executive may assert against or which may be
asserted against the Company by others on Executive's behalf, or against
any of the Released Parties. Executive and the Company intend and agree
that this Release is to be a broad Release to apply to any relief or
cause of action, no matter what it is called, and shall include, but not
be limited to, claims, rights or causes of action for wages, benefits,
bonuses, fines, back pay, share of awards, compensatory damages, and
punitive damages; however, nothing in this Release shall be construed to
bar claims for alleged breaches of this Agreement.
15. The Company, on its behalf, and to the extent applicable, on behalf of
its present, former and future parent companies, subsidiaries and
affiliates, and officers, directors, agents, successors and assigns of
each of them hereby remises, releases, and fully discharges Executive of
and from all claims, demands, causes of action, damages and expenses, of
any and every nature whatsoever, known or unknown by the Company, past or
present as a result of actions, omissions or events occurring through the
date of this Agreement in connection with her employment with the
Company; however, nothing in this Release shall be construed to bar
claims for alleged breaches of this Agreement.
16. Executive will not disparage or discuss the Company or its agents,
officers, servants or employees in a derogatory manner. Executive will at
all times state, if asked, that the Company was and is a reputable
company during her employment with the Company and that she was proud to
have been associated with it. The Company's senior executives (to include
the President & CEO and his direct reports) will not disparage or discuss
the Executive in a derogatory manner and will at all times state if
asked, that the Executive conducted herself honorably and with
distinction and is a reputable person.
17. The Executive herein represents that she has not filed any complaints,
charges or claims for release against the Released Parties with any
local, state, or federal court or administrative agency which currently
are outstanding.
18. The payment by the Company of the consideration referred to herein is
not, and shall not be deemed, an admission of responsibility or liability
by any of the Released Parties.
19. The Employee acknowledges that she has been given twenty-one (21) days to
consider this Agreement and has been advised to consult with an attorney
before signing.
20. This Agreement shall become effective on the eighth (8/th/) day following
the date on which it is signed by the Employee. The Employee may revoke
this Agreement in the seven-day period following the date on which the
Employee signs the Agreement by submitting a written revocation to the
Company. Any payments due under this Agreement shall not be paid until
the Effective Date of this Agreement, except as otherwise agreed.
4
<PAGE>
21. Employee acknowledges that:
. She was advised to consult with an attorney to review this
Agreement prior to signing it, and was given a chance to refuse to
sign this Agreement.
. She has read and understands this Agreement and understands fully
its final and binding effect.
. None of the Released Parties had made any statements, promises or
representations not set forth in this Agreement, and Executive has
not relied on any such statements, promises or representations.
. She has voluntarily signed this Agreement with the knowledge and
understanding and full intention of releasing the Released Parties
as set forth above.
22. This Agreement is binding upon and shall inure to the benefits of the
parties hereto and their respective assigns, successors, heirs and
personal representatives; provided however that the Executive may not
-------- -------
assign any rights or duties it may have hereunder without prior written
consent of the Company.
23. If any provision of this Agreement is judicially determined to be invalid
or unenforceable as written, then such provision shall, if possible, be
modified and reformed to the degree necessary to render it valid and
enforceable. Any such invalidity or unenforceability of any provision
shall have no effect on the remainder of this Agreement which shall
remain in full force and effect.
24. This Agreement is to be governed and will be construed under and in
accordance with the laws of the Commonwealth of Massachusetts.
25. This Agreement, together with the document incorporated herein by
reference, constitutes the entire agreement between the parties hereto
and supersedes all prior and contemporaneous negotiations,
representations, understandings and agreements, whether written or oral.
Without limitation, the parties acknowledge and agree that each of the
Management Retention Agreement by and between Inso and the Executive, and
the Restricted Stock Award Agreement dated February 15, 2000 by and
between Inso and the Executive, is terminated and is of no further force
and effect.
IN WITNESS WHEREOF, the Company and Executive have entered into this Agreement
on the date first above written.
Inso Corporation The Executive
By: /s/ Jonathan Levitt /s/ Elaine S. Ouellette
-------------------------------- ----------------------------------
Jonathan Levitt Elaine S. Ouellette
Vice President, General Counsel
5
<PAGE>
Entered into as of the 26/th/ day of May, 2000
Inso Corporation
31 St. James Avenue
Boston, MA 02116-4101
Attention: Stephen O. Jaeger
Chairman of the Board of Directors of Inso Corporation
Dear Steve:
Effective May 26, 2000, I hereby resign my position as Vice President, Human
Resources, and resign from any position I hold as an officer or director of any
subsidiaries and affiliates of Inso Corporation, pursuant to the Separation
Agreement and Release entered into as of the 26th day of May, 2000.
Sincerely,
/s/ Elaine S. Ouellette
-----------------------------
Elaine S. Ouellette
6
