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Document Preview Agreement and Complete Release |
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Title: |
Agreement and Complete Release |
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Entities: |
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Date: |
2000 |
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Size: |
Preview shows 3KB of 14KB total |
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Price: |
$38 |
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ID: |
#369213 |
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AGREEMENT AND COMPLETE RELEASE
WHEREAS Peter Brumleve (hereinafter "Brumleve") and drkoop.com,
Incorporated (hereinafter "drkoop.com") (collectively, "the Parties") wish to
end the employment relationship between them and they wish to fully and finally
resolve all differences between them to avoid future claims and controversies
related to Brumleve's employment, the following constitutes, their AGREEMENT:
In exchange for the mutual covenants herein expressed, the parties agree as
follows:
1. Brumleve shall tender his resignation in writing on or before the eighth day
following his execution of this Agreement to be effective on June 2, 2000.
The Employment Agreement of May 12, 1999, between Brumleve and drkoop.com
shall terminate as of June 2, 2000. (A copy of the Employment Agreement is
attached hereto as Exhibit A.) Notwithstanding the termination of the
Employment Agreement, Brumleve shall remain bound by his promises regarding
nondisclosure and return of confidential information, assignment of
intellectual property, non-competition, and non-solicitation as set forth in
Article V of the Employment Agreement for a period of one year from June 2,
2000, provided, however, that the definition of a "Competing Business," as
that term is used in Sections 5.4 and 5.5, is limited to the following
entities: AOL, GO, Healthcentral.com, HealtheonWebMdonhealth.
2. In consideration for this Agreement, drkoop.com shall place Brumleve on
"special assignment" in Cleveland, Ohio for the period between the eight day
following Brumleve's execution of this Agreement through June 2, 2000. While
on "special assignment," Brumleve shall perform duties as assigned by
drkoop.com's President and Chief Executive Officer and shall be compensated
in accordance with the provisions of the Employment Agreement.
3. In consideration for this Agreement, drkoop.com will pay Brumleve the gross
sum of $223,500, less all applicable withholdings. This payment will be made
on June 2, 2000, provided that Brumleve does not exercise his revocation
rights as set forth in Paragraph 12 below.
4. drkoop.com represents and affirms that, pursuant to the Incentive Stock
Option Agreement of June 4, 1999, between the Parties, a copy of which is
attached as Exhibit B, Brumleve's option to purchase 68,750 shares of
drkoop.com's Common Stock at $9.00 per share shall vest on June 1, 2000. The
option to purchase these 68,750 shares may be exercised by Brumleve
according to the Stock Option Plan.
5. Brumleve understands, agrees and expressly represents that the consideration
recited in the foregoing Paragraphs 2 and 3 is separate from and additional
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