**Exhibit10.10**

** **

**OMTOOL, LTD.**

 

### March29, 2002

# **Personal and Confidential**

 

Timothy P. Losik

525 South Road

## Rye, NewHampshire  03870

 

                Re:  Severance Eligibility

 

Dear Tim:

 

In connection with your“at-will” employment offer by Omtool, Ltd. (“Omtool” or the “Company”), Omtoolagrees to provide you with eligibility for the severance benefits set forth inthis letter agreement (the “Agreement”) if your employment is terminated underthe circumstances described below:

 

**1.**             **At-Will Employment**.  This Agreement is not a contract to employyou for a definite time period, and is not intended to be and does notconstitute a contract or part of a contractual agreement for continuedemployment, either express or implied, between the Company and you, it beingacknowledged that your employment is “at will” and that either you or Omtoolmay terminate the employment relationship at any time, for any or no reason,with or without “Cause” (as defined herein) and with or without prior notice.

 

**2.**             **Notice of Termination and other Matters**.  Any termination of your employment, whetherby you or Omtool, will be communicated by written notice (“Notice ofTermination”) to the other party.  Allnotices provided for in this Agreement will be in writing and will be effectivewhen delivered or mailed by U.S. mail, postage prepaid, addressed to Omtool,Ltd., 8 Industrial Way, Salem, NH 03079, and to you at the address shown aboveor to such other address as either Omtool or you may have furnished to theother in writing.

 

**3.             SeverancePayments and Benefits Upon a Qualified Termination**.

 

(a) Omtool will provideyou with the severance payments listed below only in the event of a QualifiedTermination and provided that you execute a general release agreement in a formacceptable to the Company, except that the release will not effect your rightsto indemnification or vested Benefits, and provided that you continue to adhereto any post-termination obligations including, but not limited to, anynon-competition, non-disclosure and non-solicitation covenants.  A “Qualified Termination” means youremployment is terminated by the Company without “Cause” or by you for “GoodReason” (i) within the first year of your employment, or (ii) anytime after aChange of Control of the Company.  Atermination of your employment will not constitute a “QualifiedTermination” if your employment is terminated because (i) you die or becomeDisabled, (ii) Omtool terminates you for “Cause,” (iii) you resign or retirewithout “Good Reason”, (iv) you resign with “Good Reason” or you are terminatedwithout “Cause” after the first year of your employment but before a Change ofControl, or (v) the Company files for 

 

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bankruptcy.

 

(b) If a QualifiedTermination occurs, you will be eligible to receive the following severance payand benefits:

 

                (i) Severance Pay.  Severance pay, in equal monthly installments at your monthly basesalary rate in effect immediately prior to the Qualified Termination, fortwelve months from the date of the Qualified Termination.  The first severance payment will be madeupon the first regularly scheduled Company payday on or following yourexecution of the release agreement referenced above, in accordance with theCompany’s normal payroll practices as established or modified from time totime, and will be subject to all federal, state and/or local payroll andwithholding taxes.

 

                (ii) Payment of COBRA Premiums.  If you are eligible for and elect tocontinue health and dental continuation coverage in accordance with theConsolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Companywill pay your COBRA premium (equal to the amount it paid during youremployment) until the earlier of (x) 12 months from the date of the QualifiedTermination, or (y) the date on which you become ineligible to receive COBRAcoverage.  During the period in whichthe Company is providing this benefit, you will be responsible for paying theportion of the premiums required for active employees, which will beautomatically deducted from the severance payments referenced in Section3(b)(i).  Thereafter, you will beresponsible for all COBRA payments.

 

(c) In addition to theamounts set forth in Section 3(b), in the event a Qualified Termination occurswithin one year after a Change of Control, any unvested stock optionsissued to you will become immediately vested and exercisable.

 

(d) In the event it shallbe determined that any payment by the Company to you (or for your benefitpursuant to this Agreement) is an “excess parachute payment” within the meaningof Section 280G of the Internal Revenue Code of 1986, as amended (the“Code”), in connection with, or arising out of, your employment with theCompany or a Change in Control of the Company or a substantial portion of itsassets (a “Payment”), and would be subject to the excise tax imposed bySection 4999 of the Code (the “Excise Tax”), then the Company shall pay toyou an additional payment (the “Gross-Up Payment”) in an amount such that theamount paid to you, net of any Excise Tax on such Payment and any additional ExciseTax or Income Tax on the Gross-Up Payment, shall equal the amount of suchPayment.  Such Gross-Up Payment shall besubject to and paid net of any applicable withholding.  The amount of any Gross-Up Payment or ExciseTax shall be reasonably determined by the Company after consultation with itslegal and tax advisors.  In the eventthat the Excise Tax with respect to the Payments is subsequently determined tobe less than the amount taken into account for purposes of calculating theGross-Up Payment, you shall promptly repay to the Company the portion of theGross-Up Payment that exceeds the Gross-Up Payment that otherwise would havebeen payable in connection with the actual Excise Tax imposed on thePayments.  If the Actual Excise Taximposed on the Payments is greater than originally calculated Company theCompany will promptly make any required additional payments to fulfill itsobligations under this section.

 

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(e) You will not beentitled to any of the severance payments and/or benefits set forth above inSections 3(b) or 3(c) if your employment termination from Omtool is not aQualified Termination.  If youremployment termination is not a Qualified Termination, your employment and thisAgreement will automatically terminate and the Company will pay you (or in thecase of death, your designated beneficiary or, if no beneficiary has beendesignated by you, your estate) your base salary earned but unpaid and vacationpay accrued but unused as of the termination date.

 

                (f) If Omtool determines that you have violated theterms of any non-competition or confidentiality provision contained in anyemployment, consulting, advisory, non-disclosure, non-competition or othersimilar agreement between you and Omtool, then you agree that Omtool,regardless of the manner of your employment termination, can refuse to payand/or cease paying and/or performing all severance-related obligations underthis Section 3 to the extent permitted by applicable law.  The cessation of these severance paymentsand benefits shall be in addition to, and not as an alternative to, any otherremedies at law or in equity available to the Company, including the right toseek an injunction, which you shall not oppose.

 

                **4.             Definitions**.  For the purposes of this Agreement, theterms listed below are defined as follows:

 

(a) **Disabled**.  You are “Disabled” for the purposes of thisAgreement if you have been absent from the full-time performance of your dutieswith Omtool for 180 days, whether or not consecutively, within a anyconsecutive 12-month period, because of incapacity due to physical or mentalimpairment that substantially limits a major life activity, and you fail toresume performance of your essential job duties, with or without reasonableaccommodation (provided that any such accommodation does not cause the Companyan undue hardship).

 

(b) **Cause**.  “Cause,” which shall be determined by theCompany’s Board of Directors (the “Board”), shall mean: (i) your failure orrefusal to render services to the Company, (ii) your failure to performadequately the duties of your employment after you receive written notice fromthe Board setting forth in reasonable detail the nature of the performanceinadequacies and you fail to cure such inadequacies within 30 days fromreceiving such notice, (iii) your commission of any act of gross negligence,dishonesty which materially affects the Company or its employees,insubordination or breach of fiduciary duty, (iv) your material breach of anyterm of this Agreement or any other agreement with Omtool, (v) your convictionof or plea of *nolo contendere* to (A) any felony or (B) any misdemeanorinvolving fraud, deceit, moral turpitude or embezzlement, (vi) your disregardof or failure to follow the Company’s rules or policies, or your commission ofany other action that may cause material injures to the Company, including yourmisappropriation of any money or other assets or property (tangible orintangible) of the Company.

 

(c) **Change of Control**.  A “Change of Control” shall mean theoccurrence of an “Acquisition” as defined in the Company’s 1997 Stock Plan, asamended, during the period in which you are eligible to receive the severancepayments listed in Section 3.

 

(d) **Good Reason**.  A termination by you for “Good Reason” willoccur whenever any of 

 

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the followingcircumstances have taken place, without your written consent, which the Companyand the Board, after receiving written notice thereof, have failed to curewithin 30 days of receiving such notice: (i) your position, duties and/orresponsibilities are significantly and materially diminished, such that you areeffectively demoted; (ii) your base salary is reduced; or (iii) in the event ofa Change of Control, Omtool or any person in control of Omtool requires you toperform your principal duties in a new location outside a radius of 30 milesfrom your business location at the time of the Change of Control.

 

**5.            Assignment**. Omtool may assign this Agreement, which will inure to the benefit of andbe enforceable by Omtool’s successors and assigns.  You may not assign this Agreement.

 

**6.           Confidentiality**. The terms and conditions of this Agreement are strictlyconfidential.  You shall not discuss orreveal any information concerning this letter agreement to any past or presentOmtool employee or any third person or entity other than your counsel andmembers of your immediate family.

 

**7.             Miscellaneous**.

 

(a) In the event of anydispute, this Agreement will be construed as a whole, will be interpreted inaccordance with its fair meaning, and will not be construed strictly for oragainst either you or the Company.  Ifone or more of the provisions contained in this Agreement shall for any reasonbe held to be excessively broad as to scope, activity, subject or otherwise soas to be unenforceable at law, such provision or provisions shall be construedby the appropriate judicial body by limiting or reducing it or them, so as tobe enforceable to the maximum extent compatible with the applicable law as itshall then appear.

 

(b) This Agreement shallbe deemed to be made and entered into in the State of New Hampshire.  This Agreement and any claims arising out ofthis Agreement (or any other claims arising out of the relationship between theparties) shall be governed by and construed in accordance with the laws of theState of New Hampshire and shall in all respects be interpreted, enforced andgoverned under the internal and domestic laws of such State, without givingeffect to the principles of conflicts of laws of such State.

 

(c) No waiver by theCompany of any breach by you of any provision hereof shall be deemed to be awaiver of any later or other breach thereof or as a waiver of any otherprovision of this Agreement.  ThisAgreement may not be waived, changed, discharged or terminated orally or by anycourse of dealing between the parties, but only by an instrument in writingsigned by you and either the Company’s Chief Executive Officer or a designated,disinterested member of the Company’s Board of Directors.

 

(d) You must execute alegally enforceable separation agreement and general release in a formacceptable to Omtool prior to the receipt of any payments set forth above.

 

(e) This Agreement is theexclusive agreement with respect to the severance benefits payable to you inthe event of a termination of your employment. All prior negotiations and agreements regarding severance benefits,whether oral or written, express or implied, are hereby 

 

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superseded and cancelled.

 

If this lettersets forth our agreement, kindly sign and return to Omtool the enclosed copy ofthis letter.

 
|                                                | Sincerely,       |
|-----------------------------------------------------|------------------|
|                                                |             |
|                                                | **OMTOOL, LTD.** |
|                                                |             |
|                                                | By:              | /s/ Robert Voelk |   |
|                                                |             |   |
|                                                | Title:           | President & CEO |
|                                                |             |
| Accepted and agreed to  this 1st day of April, 2002 |
|                                                |
| Timothy P. Losik                                    |             |
| Name — please print                            |             |
|                                                |             |
| /s/ Timothy P. Losik                                |             |
| Signature                                           |             |
|                                                     |                  |  |  |  |

 

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