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Exhibit 10.9
AGREEMENT AND RELEASE
This Agreement and Release ("AGREEMENT") is entered into by and between SEEC,
INC., ("SEEC") a corporation having a place of business at Park West One Suite
200, 1500 Cliff Mine Road, Pittsburgh, PA 15275, and ALLEN GART ("MR. GART") an
individual employee of SEEC, Inc.
WHEREAS, Mr. Gart is presently an employee of SEEC, and
WHEREAS, the parties wish to amicably terminate the said employment relationship
in accordance with the following provisions,
For and in consideration of the mutual covenants contained herein and intending
to be legally bound hereby, the parties hereto do covenant and agree as follows:
1. Termination of Employment. Mr. Gart's employment with SEEC is terminated
effective March 31, 2000, ("TERMINATION DATE") by mutual agreement. Mr.
Gart's last day of active employment on SEEC premises will be March 8,
2000. Effective March 9, 2000 through March 31, 2000, Mr. Gart will be
available on call, to assist in closing any business as requested by SEEC.
2. Compensation.
2.1 Mr. Gart will be entitled to his normal salary and commission payments
through the Termination Date. In addition, Mr. Gart will be paid for
any accrued and unused vacation through March 31, 2000, as calculated
in accordance with SEEC's policies (Employee Handbook, Section VI A).
2.2 Except for the CSC transaction described in Section 2.3 below, after
the Termination Date, Mr. Gart will be entitled to commissions only on
any Commissionable Transactions for which SEEC can recognize revenue
through the Termination Date. "COMMISSIONABLE TRANSACTIONS" are
transactions which would have been commissionable to Mr. Gart under
his compensation plan in effect prior to the Effective Date of this
Agreement.
2.3 The pre-payment of the CSC Commission which Mr. Gart has received on
expected licenses fees from CSC in the amount of $191,919, which did
not materialize, will be reversed and subtracted from amounts due to
Mr. Gart as of April 30, 2000 (whether from commissions or from
severance pay). If before June 30, 2000, CSC or DFAS places a
revenue-recognizable order for software licenses, which is acceptable
to SEEC, (whether by contract or by purchase order), Mr. Gart will
receive a commission (calculated at his pre-termination rate) on the
sale of such licenses up to license fees of $191,919. If the sale is
for more than $191,919 in license fees, Mr. Gart will not receive any
commission on the excess license fees above $191,919. If the sale is
for less than $191,919 in license fees, Mr. Gart will receive his
commission on the amount of the license fees sale.
2.4 After the Termination Date, no other compensation or fringe benefits
will be paid to Mr. Gart, nor will he be entitled to participate in
SEEC's Employee Stock Purchase Plan, or any other plan or benefit for
which employment is a pre-requisite. Mr. Gart's participation in
SEEC's Employee Stock Purchase Plan (ESPP), and in SEEC's Stock Option
Plans will be terminated in accordance with the provisions of those
respective Plans. Any payroll withholdings for the current ESPP
purchase period will be returned to Mr. Gart in his March 31, 2000
pay.
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3. Severance Benefits. Commencing with the Termination Date, so long as Mr.
Gart is in compliance with his obligations under this Agreement, he will be
entitled to the monthly severance benefits set forth in Exhibit A, which is
a part of this Agreement, less applicable withholdings required by law, and
subject to deductions for consulting fees, as set forth below. Payment of
the net monthly severance amount will be paid in two equal installments on
or about the 15th and the last day of each month, in arrears, and will
terminate when he starts employment with another company, but in no event
will such severance payments continue beyond a period of twelve (12) months
from the Termination Date. If at any time during which Mr. Gart is entitled
to severance payments, Mr. Gart earns consulting fees, Mr. Gart will,
within ten (10) days of earning the fees, inform SEEC in writing, of all
such gross consulting fees earned by him. SEEC will deduct the amounts of
such gross consulting fees from subsequent gross severance benefits payable
to Mr. Gart. Mr. Gart will not be entitled to any severance or other
benefits, other than those set forth in this Agreement.
4. Other Obligations of Mr. Gart. Mr. Gart agrees to do the following:
i. Return to SEEC without keeping any copies, all information which came
into his possession as a result of his employment with SEEC;
ii. Keep confidential this Agreement and all business, financial and
technical information which came into his possession as a result of
his employment with SEEC, including, but not limited to information of
any SEEC subsidiary or third party, and excluding only information
which now or later comes into the public domain without breach of this
Agreement;
iii. Comply with the provisions of any Non-Disclosure Agreement which he
has entered into with SEEC, which Non-Disclosure Agreement shall
continue in full force and effect;
iv. Refrain from in any way disparaging any of the following for a period
of five (5) years from the Effective Date of this Agreement: (a) SEEC,
any SEEC subsidiary, and any director or employee of any of the
foregoing, (b) any products or service of SEEC or any SEEC subsidiary;
v. Inform SEEC in writing of the start date of any employment with
another company, or the start date of any consulting arrangement,
which he enters into within twelve months from the Effective Date of
this Agreement;
vi. Return all property of SEEC which is in his possession, including but
not limited to computers, cell phones, office keys, calling cards, and
all other property of SEEC, to SEEC's Chief Financial Officer, Richard
J. Goldbach.
5. Vested Stock Options. Mr. Gart will have the right to exercise the vested
stock options, set forth in Exhibit A at any time through March 31, 2001.
However, Mr. Gart will not sell stock from any exercised options until after
SEEC releases its fourth quarter earnings for the fiscal year ending March 31,
2000. And until such earnings are released to the public, Mr. Gart will conduct
himself in all respects as though he were still an "insider" for purposes of SEC
regulations, even after his Termination Date.
6. Release. Except for the obligations of this Agreement, Mr. Gart, for himself,
his heirs, personal representatives and assigns, hereby releases SEEC, and its
subsidiaries, and the officers, directors, employees, business partners and
customers of all of the foregoing, from any and all damages, claims,
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and causes of action whatsoever, including but not limited to causes of action
sounding in contract, tort, contribution, and indemnity, and all other causes of
action in law or in equity, known or unknown, past, present or future, which in
any way arise out of, or relate to, his employment with SEEC, its termination,
and any events or occurrences connected with any of the foregoing.
7. Effective Date. The Effective Date of this Agreement is March 7, 2000.
IN WITNESS WHEREOF, the parties have signed this Agreement, as of its Effective
Date.
SEEC, Inc. ALLEN GART
By /s/ Ravindra Koka /s/ Allen Gart
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Ravindra Koka, President and CEO Signature of Allen Gart.
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EXHIBIT A
TO AGREEMENT AND RELEASE BETWEEN
SEEC, INC. AND ALLEN GART
1. TOTAL ON TARGET SEVERANCE PAY.
<TABLE>
<S> <C> <C>
Total Annual On Target Compensation: $255,000.00 x 0.5 $127,500.00
Gross monthly severance payment 10,625.00
Gross semi-monthly severance payment 5,312.50
</TABLE>
2. STOCK OPTIONS - 14,000 of the 18,750 non-vested options will vest upon
termination, as follows:
<TABLE>
<CAPTION>
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OUTSTANDING EXERCISE VESTED AS OF NON-VESTED AS VESTED ON
OPTIONS PRICE $ 3-10-00 OF 3-10-00 TERMINATION
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<C> <C> <C> <C> <C>
29,050 4.00 29,050 29,050
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15,000 8.25 15,000 15,000
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15,000 6.00 3,750 11,250 10,250
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10,000 4.00 2,500 7,500 10,000
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TOTALS 50,300 18,750 64,300
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</TABLE>
3. HEALTH INSURANCE. If Mr. Gart makes a COBRA election to stay in the SEEC
Employee Health Insurance Plan, SEEC will pay fifty (50%) per cent of the
premiums incidental to such an election, at Mr. Gart's pre-termination
level of coverage, for the same period as Mr. Gart is entitled to severance
payments under this Agreement.
/s/ A.G. /s/ K.R.
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Allen Gart's Initials SEEC's Initials
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