Exhibit
10.15


 


SEVERANCE
AGREEMENT AND GENERAL RELEASE


 


This Severance Agreement and General Release (the
“Agreement”) is hereby entered into by and between Michael K. Sheehy (“Michael
K. Sheehy” or “You”) and OMTOOL, LTD. (“OMTOOL” or the “Company”) for good and
sufficient consideration more fully described below.


 


1.                                       Employment
Status and Final Payments.


 


(a)                                  You
and the Company agree that you are resigning from your employment with OMTOOL
effective September 2, 2003, (the “Separation Date”).  As of the Separation Date, your salary will cease and any
entitlement You have or might have under any employer provided benefit plans,
programs or practices will terminate, except as required by federal or state
law or otherwise described below.  You
and the Company agree that the severance letter agreement between you and the
Company dated July 30, 2002 (the “letter agreement”) is hereby terminated and
of no further force and effect.


 


(b)                                 On
the Separation Date, the Company will pay to You all base salary earned but
unpaid along with any accrued but unused vacation pay due as of September 2,
2003.  As set forth in Section 1(a),
accrual of vacation pay and eligibility for paid holidays will cease on the
Separation Date.


 


(c)                                  All
vesting of any and all stock options granted to You by OMTOOL under the OMTOOL
Stock Option Agreement (the “Option Agreement”) prior to the Separation Date,
shall cease as of the Separation Date. 
All of your rights and obligations to stock options, including without
limitation vesting and expiration, will continue to be governed by the terms
and conditions of the Option Agreement and the Stock Option Plan.


 


2.                                       Consideration.  In consideration of and contingent upon your
full execution of this Agreement, which includes your obligation to return Company
Property as outlined in Section 9, the Company will provide you with the
following after the Effective Date of this Agreement (as defined in Section
12):


 


(a)                                  Severance.  The Company will provide you with severance
pay, in equal installments at your gross monthly base salary rate in effect
immediately prior to the Separation Date, for 12 months (i.e., until August
27,  2004) from the Separation
Date.  The first severance payment will
be made upon the first regularly scheduled Company payday on or following the
Effective Date.  Payments will be made
in accordance with the Company’s normal severance pay practices as established
or modified from time to time.


 


(b)                                 Health
Insurance.  If You are eligible for
and elect COBRA coverage, the Company shall pay your COBRA premiums for and any
previously covered family members until the earlier of (i) 12 months from the
Separation Date or (ii) the date on which You and/or such family members become
ineligible to receive COBRA benefits.  You
will receive COBRA information under separate cover upon termination of
insurance coverage.


 


All amounts set forth in this Agreement are subject to
all applicable (if any) federal, state and local withholding, payroll and other
taxes.


 


3.                                       Cooperation:  The Company expects that You
will transition all of your work prior to the Separation Date.  In addition, You agree that following the
Separation Date, You will make yourself reasonably available to the Company on
an as needed basis to assist with any further transitional issues.


 


4.                                       Release.  In exchange for the benefits and services
described in Section 2 and other good and valuable consideration, the receipt
of which is hereby acknowledged, You and your representatives, agents, estate,


 

















 


heirs, successors and
assigns (“You”), absolutely and unconditionally hereby release, indemnify, hold
harmless and forever discharge the Releasees (defined to include OMTOOL, LTD.,
its predecessors, successors, parents, subsidiaries, divisions, affiliates and
assigns and its and their current and former directors, shareholders, officers,
insurers, employees, representatives, attorneys and/or agents, all both
individually, in their capacity acting on the Company’s behalf, and in their
official capacities), of and from any and all actions or causes of action,
suits, claims, complaints, obligations, contracts, demands, liabilities,
agreements, promises, judgments, rights, controversies, debts and damages,
whether existing or contingent, known or unknown including, but not limited to,
(i) any and all claims arising out of or in connection with your employment,
change in employment status, and/or termination of employment with the Company;
(ii) any and all claims arising out of or in connection with any
relationship between You and the Company; (iii) any and all claims based on any
federal, state or local law, constitution or regulation regarding either
employment, employment benefits, or employment discrimination and/or
retaliation including, without limitation, those laws or regulations concerning
discrimination on the basis of race, color, creed, religion, age, sex, sex
harassment, sexual orientation, genetic information, national origin, ancestry,
handicap or disability, veteran status or any military service or application
for military service; (iv) any contract, whether oral or written, express
or implied, any tort, or common law; and (v) any and all claims relating to
your ownership of the Company’s stock. 
This release is intended by You to be all encompassing and to act as a
full and total release of any claims, whether specifically enumerated herein or
not, that You have, may have or have had against the Releasees up to the
Effective Date.


 


You further agree to release and discharge the
Releasees from any and all claims which might be made by any other person or
organization on your behalf and you specifically waive any right to become, and
promise not to become, a member of any class in a case in which a claim or
claims against the Company are made involving any matters subject to release
pursuant to Section 4.


 


5.                                       Settlement
of Amounts Due.  You agree that the
amounts set forth above in Sections 1 and 2, together with any amounts
previously provided to You by the Releasees, shall be complete and
unconditional payment, settlement, satisfaction and accord with respect to all
obligations and liabilities of the Releasees to You arising out of your
employment, or the cessation of said employment with OMTOOL, whether financial
or otherwise, including, without limitation, any and all claims for back wages,
salary, draws, commissions, bonuses, vacation pay, compensation, severance pay,
attorney’s fees, compensatory damages, exemplary damages, or other cost or
sums.


 


You will have until
October 3, 2003 to submit business expenses related to your employment with
OMTOOL for approval and reimbursement.


 


6.                                       Waiver
of Rights and Claims Under the Age Discrimination in Employment Act of 1967.  Since you are 40 years of age or older, you
have been informed that you have or may have specific rights and/or claims under
the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”) and
you understand and agree that:


 


(a)                                  in
consideration for payment and benefits described in this Agreement, which are
in addition to anything of value to which you already may be entitled, you
specifically waive such rights and/or claims you might have against the
Releasees under the ADEA to the extent such rights and/or claims arose prior to
the date this Agreement was executed;


 


(b)                                 you
do not waive any rights or claims under the ADEA that may arise after the date
this Agreement is executed;


 


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(c)                                  you
were advised when presented by the Company with the original draft of this
Agreement on September 2, 2003 that you had at least 21 days within which to
consider this Agreement;


 


(d)                                 have
been advised in writing to consider the terms of this Agreement carefully and
consult with or seek advice from an attorney of your choice or any other person
of your choosing prior to executing this agreement;


 


(e)                                  the
21-day review period will not be affected or extended by any revisions, whether
material or immaterial, that might be made to this Agreement.


 


7.                                       Confidentiality.  You shall maintain confidentiality
concerning this Agreement, including the substance, terms, existence and/or any
discussions relating to this Agreement. 
Except as required pursuant to legal process, you will not discuss the
same with anyone except your immediate family, accountant, tax advisor or
attorney when such disclosure is necessary for them to render professional
services, provided, however, that this
Section 7 shall not apply to information related to the tax treatment or the
tax structure of the transactions contemplated within this Agreement.  For this purpose, “tax structure” is limited
to any facts relevant to the US Federal Income Tax Treatment of this
transaction and does not include information related to the identity of the
parties.  Nothing herein shall
prohibit or bar you from providing truthful testimony in any legal proceeding
or in communicating with any governmental agency or representative or from
making any truthful disclosure required, authorized or permitted under law;
provided however, that in providing such testimony or making such disclosures or
communications, you will use your best efforts to ensure that this Section is
complied with to the maximum extent possible. 
However, you will be prohibited to
the fullest extent authorized by law from obtaining monetary damages in any
agency proceeding in which you do so participate.


 


8.                                       Non-Disparagement.  You agree that no statements will be issued
or published by You or any of your authorized representatives, whether spoken
or in writing, that would be disparaging to, or derogatory of the Company or the
relationship between the parties.


 


9.                                       Proprietary
and Company Materials.  No later
than September
2, 2003, You will return to the Company all property, materials, and
information belonging to the Company in your possession, custody or control,
including, but not limited to, personal computers, laptops, company credit
cards, telephone charge cards, manuals, building keys and passes, names and
addresses of the Releasees’ customers and potential customers, customer and
vendor business cards and all other contact information, customer lists, sales
materials, diskettes, intangible information stored on diskettes, business or
marketing plans, reports, projections, software programs and data compiled with
the use of such programs, tangible copies of trade secrets and confidential
information, and any and all other Company property or information previously
or currently held or used by You (“Company Property”).  You agree that in the event you discover any
other proprietary materials belonging to the Company in your possession after
Effective Date, you will immediately return such materials to the Company.


 


10.                                 Proprietary Rights and Noncompetition and
Nonsolicitation Agreements.  You
acknowledge that you entered into a Proprietary Rights Agreement (the
“Proprietary Rights Agreement”) and Noncompetition and Nonsolicitation
Agreement (the “Noncompetition Agreement”) commensurate with and as a condition
of your employment with the Releasees. 
If OMTOOL determines that you have violated the terms of any provision
contained in the Proprietary Rights Agreement, in this Agreement, or in the
Noncompetition Agreement, then You agree that, regardless of the manner of your
employment termination, the Company can refuse to pay and/or cease paying
and/or performing all severance-related obligations under Section 2 to the
extent permitted by applicable law.  The
cessation of these severance payments and benefits shall be in addition to, and
not as an alternative to, any other remedies at law or in equity available to
the Company, including the right to seek an injunction, which You shall not
oppose.


 


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11.                                 Representations
and Governing Law.


 


(a)                                  This
Agreement represents the complete and sole understanding between the parties,
supersedes any and all other agreements and understandings, whether oral or
written; provided, however, that nothing in this Agreement will
affect, modify, supersede or cancel the Proprietary Rights Agreement, the
Noncompetition Agreement or the Option Agreement, all of which shall remain in
full force and effect in accordance with their respective terms.


 


(b)                                 This
Agreement may not be modified, altered or rescinded except upon written consent
of the Company’s Chief Executive Officer and You.


 


(c)                                  The
invalidity or unenforceability of any provision of this Agreement shall not
affect the other provisions of this Agreement, but this Agreement shall be
revised, construed and reformed to the fullest extent possible to effectuate
the purposes of this Agreement.


 


(d)                                 You
may not assign any of your rights or delegate any of your duties under this
Agreement.  The Company shall have to assign this Agreement to any successor,
including, but not limited to, any successor resulting from (i) any transaction
in which the Company is to be consolidated with or acquired by another entity
in a merger, tender offer or other reorganization in which the holders of the
outstanding voting stock of the Company immediately preceding the consummation
of such event, shall, immediately following such event, hold, as a group, less
than a majority of the voting securities of the surviving or successor entity,
or (ii) the sale of all or substantially all of the Company’s assets.  Any such successor shall be bound by all of
the provisions hereto.  In addition, in
the event of your death, your estate, legal representative or beneficiaries (as
the case may be) shall have the right to receive all of the benefits that
accrued to you pursuant to, and in accordance with, the terms of this Agreement
prior to the date of your death.


 


(e)                                  The parties hereto agree and acknowledge
that this Agreement is intended only to purchase peace and nothing in this
Agreement, nor any of the proceedings connected with it, is to be construed as,
offered as, received as, or deemed to be evidence of an admission by the
Releasees of any liability or unlawful conduct whatsoever, and each of the
Releasees expressly denies any such liability or wrongdoing.


 


(f)                                    This
Agreement shall be governed by and construed in accordance with the laws of New
Hampshire, without giving effect to the principles of conflicts of law
thereof.  If OMTOOL determines that you
have violated the terms of any provision contained in the Proprietary Rights
Agreement, in this Agreement, or in any employment, consulting, advisory,
non-disclosure, non-competition or similar agreement between You and OMTOOL,
then You agree that, regardless of the manner of your employment termination,
the Company can refuse to pay and/or cease paying and/or performing all severance-related
obligations under Section 2 to the extent permitted by applicable law.  The cessation of these severance payments
and benefits shall be in addition to, and not as an alternative to, any other
remedies at law or in equity available to the Company, including the right to
seek an injunction, which You shall not oppose.


 


(g)                                 You
represent that you have not been subject to any retaliation or any other form
of adverse action by the Releasees for any action taken by you as an employee
of the Company or resulting from your exercise of or attempt to exercise any
statutory rights recognized under federal, state or local law.


 


12.                                 Effective
Date:  For a period of seven (7)
days following the execution of this Agreement, you may revoke this Agreement
and this Agreement shall not become effective or enforceable until this
revocation period has expired (“Effective Date”).  To revoke this Agreement, you must deliver a letter


 


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stating that you are revoking the Agreement to the Company’s Human
Resources Manager within the time prescribed in this Section.


 


YOU REPRESENT THAT YOU HAVE READ THIS AGREEMENT, THAT YOU
FULLY UNDERSTAND THE TERMS AND CONDITIONS OF SUCH AGREEMENT AND THAT YOU ARE
VOLUNTARILY EXECUTING THE SAME.  IN
ENTERING INTO THIS AGREEMENT, YOU DO NOT RELY ON ANY REPRESENTATION, PROMISE OR
INDUCEMENT MADE BY THE RELEASEES OR THEIR ATTORNEYS WITH THE EXCEPTION OF THE
CONSIDERATION DESCRIBED IN THIS DOCUMENT.


 


 


	
  By:

  	
       /s/
  Michael K. Sheehy

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
       9/2/03

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OMTOOL, LTD.

  
	
   

  	
   

  
	
  By:

  	
       /s/
  Ann Taylor

  	
   

  
	
   

  	
   

  
	
  Title:

  	
       Manager,
  Human Resources

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
       9/2/03

  	
   

  
				



 


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WAIVER OF THE 21-DAY REVIEW PERIOD


 


I, Michael K.
Sheehy, acknowledge that I was informed and understand that I have 21 days
within which to consider the attached Severance Agreement and General Release,
have had the opportunity to consult with an attorney regarding such Agreement
and have considered carefully every provision of the Agreement, and that after
having engaged in those actions, I prefer to and have requested that I enter
into the Agreement prior to the expiration of the 21-day period.


 


	
  Dated:

  	
     9/2/03

  	
   

  	
    /s/ Michael
  K. Sheehy

  	
   

  
	
   

  	
   

  	
  Michael K. Sheehy

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
     9/2/03

  	
   

  	
    /s/ Timothy
  P. Losik

  	
   

  
	
   

  	
  Witness

  
						



 


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