ex_10-1.htm


    Transition
Agreement

     

    This
Transition Agreement (the “Agreement”) is
entered into by and between Convera Corporation (the “Company”) and Matthew
G. Jones (“Mr. Jones”) on
April  22, 2010.

     

    Recitals

     

    WHEREAS,
the Company and Mr. Jones entered into an Employment Agreement on December
6, 2006 (the “Employment
Agreement”) with respect to Mr. Jones’ employment arrangement as
Chief Financial Officer of the Company; and

     

    WHEREAS,
the Company engaged in a transaction in which the Company’s operating business
was contributed to a wholly owned subsidiary of the Company (“Sub”) by the
Company’s assignment of all of the business-related assets of the Company to Sub
and Sub’s assumption of all of the liabilities of the Company (the “Contribution”); and,
thereafter, Sub and Convera Technologies, LLC entered into a business
combination (the “Merger”) with VSW2,
Inc., Firstlight Online Limited or its successor, affiliates and merger
subsidiaries with VSW2 as the surviving company (“Newco”).  The
date of consummation of the Merger is herein referred to as the Merger
Date.

     

    WHEREAS,
Mr. Jones has become an employee of Newco and the Company wishes to retain the
services of Mr. Jones in connection with the dissolution and winding up of the
Company from and after the Merger Date.

     

    NOW,
THEREFORE, in consideration of the provisions and promises contained herein, the
Company and Mr. Jones agree as follows:

     

    1. Mr. Jones
agrees to continue in his position as Chief Financial Officer of the Company;
however, such position will be held while Mr. Jones is a consultant to the
Company, as set forth in Section 2, and
not an employee of the Company.  As of the Merger Date,
Mr. Jones’ employment with the Company has
ceased.  Mr. Jones will become an employee of Newco and the
Company will retain services of Mr. Jones as a consultant in connection
with the dissolution of the Company and the orderly winding down of the
Company’s business, effective the Merger Date.

     

    2. The scope
of Mr. Jones’ consulting services shall be those normally performed by a public
company chief financial officer, including, without limitation, preparing the
Company’s financial statements and filings with the Securities and Exchange
Commission in a timely fashion, working with the Company’s independent public
accounting firm in the audit and review of the Company’s annual and quarterly
financial statements, as applicable, signing certifications as required,
coordinating with Newco and other relevant entities in which the Company holds
equity interest to obtain necessary financial and operational records,
continuing the Company’s internal control over financial reporting, dealing with
accounts payable and performing other duties of a chief financial officer in
order to orderly wind down the Company’s business and complete the Company’s
dissolution and liquidation.  Mr. Jones shall report to the Company’s
Board of Directors.

     

    3. For the
services set forth in Section 2, the Company agrees to pay Mr. Jones
compensation annualized at $50,000 per year, payable on a semi-monthly basis in
arrears, commencing the Merger Date.  The compensation amount shall be
“grossed up” by an amount equal to the employer portion of the Medicare
tax.  Payment shall be made within 15 days after submission by Mr.
Jones of a semi-monthly invoice indicating in reasonable detail time spent and
services performed.  The Company will reimburse Mr. Jones for all
reasonable, ordinary and necessary business expenses incurred by him in
conjunction with his service to the Company hereunder.  In addition,
the Company shall pay to Mr. Jones bonus payments as follows:  (i) a
one-time bonus of $10,000 in the aggregate amount in cash upon completion of the
filing of the Form 10-K for fiscal 2010 and (ii) a one-time bonus in an
aggregate amount of $30,000 in cash, each less applicable withholdings, in a
lump sum upon the final liquidation of the Company in accordance to a Plan of
Dissolution and Liquidation adopted by the Company on September 22, 2009;
provided that Mr. Jones shall perform his responsibilities and obligations in
accordance with this Agreement and shall not breach this Agreement and that all
filings which Mr. Jones has supervision over are made on a timely
basis.  “Timely basis” for purposes of this Agreement shall mean
either that such filings were made with the Securities and Exchange Commission
(the “SEC”) within the periods prescribed by SEC regulations (including any
extension under Rule 12b-25 of the Securities Exchange Act of 1934) or such
delinquency in filing was not reasonably due to the adequacy of the services
provided by Mr. Jones and his subordinates.

     

    4. Subject
to Mr. Jones signing and delivering to the Company the general release of
claims in favor of the Company and related persons and entities in the form of
Exhibit A
attached hereto (the “Release”) following
the expiration of the seven-day revocation period as specified in the Release,
the Company will pay Mr. Jones an aggregate amount of $250,000 in cash,
less applicable withholdings (the “Transition Fee”), in
a lump sum, provided that the Release has become effective prior to such
date.

     

    5. All of
Mr. Jones’ stock options will terminate as of the Merger Date.

     

    6. In
accordance with the Company’s standard policies and practices, the Company will
reimburse Mr. Jones for reasonable, ordinary and necessary out-of-pocket
business expenses incurred by him or on behalf of the Company through the Merger
Date.

     

    7. Within 5
days following the date of the signing of this Transition Agreement, the Company
shall pay Mr. Jones for his accrued but unused vacation time, if any, due
and owing as of the date hereof in accordance with the Company’s standard
policies and practices less applicable withholdings.

     

    8. As of the
Merger Date, the Company shall cease Mr. Jones’ health and dental coverage
provided through the Company; thereafter, Mr. Jones may extend such
coverage at his own expense through COBRA continuation.

     

    9. Mr. Jones
hereby acknowledges that, except as set forth expressly in this Agreement, he is
not entitled to receive any other payments or benefits in connection with the
transition, either under this Agreement or under any other prior arrangement or
agreement.  Except as provided herein, upon completion of the Merger
as described above, this Agreement supersedes, cancels and replaces any other
agreement or arrangement between Mr. Jones and the Company, written or
oral.  Any right or entitlement in effect or available to
Mr. Jones under any such other agreement or arrangement is hereby
unconditionally and irrevocably waived by
Mr. Jones.  Notwithstanding the foregoing, any employee
confidentiality agreement and any other agreement between Mr. Jones and the
Company by which Mr. Jones has assigned intellectual property to the
Company shall remain in effect.  The Company makes no representation
or warranty and shall have no liability to Mr. Jones, his heirs, executors,
administrators or assigns if any provisions of this Agreement are determined to
constitute deferred compensation subject to Section 409A of the Internal
Revenue Code of 1986, as amended, but do not satisfy an exemption from, or the
conditions of, such Section.

     

    10. The
Company hereby represents that the Company has no knowledge of any pending or
threatened claims against Mr. Jones in his capacity as an officer or
director of the Company or of any basis therefore.

     

    11. Either
party may terminate this Agreement upon 60 days’ prior written notice to the
other party, without liability to the other party.

     

    12. This
Agreement may not be changed or altered, except by a writing signed by the
Company and Mr. Jones.  The parties agree that if any provision
of this Agreement is deemed invalid, the remaining provisions will still be
given full force and effect to the largest extent permissible under applicable
law.  Further, any material breach of this Agreement by Mr. Jones
shall excuse the Company from further performance of this
Agreement.  The remedies set forth herein are not intended to exclude
any other remedies available to either party at law or equity.

     

    13. This
Agreement shall be governed by and, for all purposes, construed and enforced in
accordance with the laws of the Commonwealth of Virginia applicable to contracts
made and to be performed in such state.  The Company and
Mr. Jones agree that the federal or state courts of the Commonwealth of
Virginia shall have sole and exclusive jurisdiction over any claim or cause of
action relating to this Agreement or Mr. Jones’ employment by the Company
or the transition hereunder, and Mr. Jones hereby consents to accept
service of process as provided under Virginia law or by registered mail, return
receipt requested, and waives any objection to personal jurisdiction of
Mr. Jones in the state or federal courts of the Commonwealth of
Virginia.

     

    IN
WITNESS WHEREOF, this Transition Agreement has been duly executed and delivered
by the parties on the day and year first written above.

     

    
      	
              CONVERA
      CORPORATION

            	
              MATTHEW
      G. JONES

            
	
              By:
      /s/
      Jeffrey  White             

              Authorized
      Signature

            	
              /s/
      Matthew G.
      Jones       
                                                                       

              Signature

            
	
              Dated:
      4/22/2010

            	
              Dated: 4/22/2010

            


    

    




    Exhibit
A

     

    


     

    GENERAL
RELEASE BY MATTHEW G. JONES

     

    I,
Matthew G. Jones, in consideration of the payments and benefits provided to me
by Convera Corporation (together with its subsidiaries and affiliates, the
“Company”)
under the Transition Agreement, dated as of April 22, 2010 (the “Agreement”), the
receipt and sufficiency of which are hereby expressly acknowledged by me, do
hereby release and forever discharge as of the date hereof the Company and all
present, former and future owners (direct and indirect), shareholders,
directors, officers, affiliates, agents, representatives, benefit plan
administers, employees, attorneys, parents, subsidiaries, divisions, branches,
units, successors and assigns of the Company (collectively, the “Released Parties”) to
the extent provided below.

     

    
      	
              1.  

            	
              I
      understand that any payments or benefits paid or granted to me under the
      Agreement represent consideration for signing this General Release and are
      not salary, wages or benefits to which I was already
      entitled.  I understand and agree that I will not receive the
      payments and benefits specified in the Agreement unless I execute this
      General Release and do not revoke this General Release within the time
      period permitted hereafter or breach this General Release.  Such
      payments and benefits will not be considered compensation for purposes of
      any employee benefit plan, program, policy or arrangement maintained or
      hereafter established by the Company.  I also acknowledge and
      represent that I have received all payments and benefits that I am
      entitled to receive by virtue of any employment by the Company (as of the
      date hereof).

            


    

     

    
      	
              2.  

            	
              Except
      for Sections 2 – 4 of this Agreement with respect to payments to be
      made to me for services to be rendered to the Company in the wind-down
      period, I knowingly and voluntarily (for myself, my heirs, executors,
      administrators and assigns) release and forever discharge the Company and
      the other Released Parties from any and all claims, suits, controversies,
      actions, causes of action, cross-claims, counter-claims, demands, debts,
      compensatory damages, liquidated damages, punitive or exemplary damages,
      other damages, claims for costs and attorneys’ fees, or liabilities of any
      nature whatsoever in law and in equity, both past and present (through the
      date this General Release becomes effective and enforceable) and whether
      known or unknown, suspected, or claimed against the Company or any of the
      Released Parties which I, my spouse, or any of my heirs, executors,
      administrators or assigns, had, have or may have, which arise out of or
      are connected with my employment with, or transition out of, the Company
      (including, but not limited to, any allegation, claim or violation,
      arising under:  Title VII of the Civil Rights Act of 1964,
      as amended; the Civil Rights Act of 1991; the Age Discrimination in
      Employment Act of 1967, as amended (including the Older Workers Benefit
      Protection Act); the Equal Pay Act of 1963, as amended; the Americans with
      Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the
      Worker Adjustment Retraining and Notification Act; the Employee Retirement
      Income Security Act of 1974; any applicable Executive Order Programs; the
      Fair Labor Standards Act; or their state or local counterparts; or under
      any other federal, state or local civil or human rights law, or under any
      other local, state, or federal law, regulation or ordinance; or under any
      public policy, contract or tort, or under common law; or arising under any
      policies, practices or procedures of the Company; or any claim for
      wrongful discharge, breach of contract, infliction of emotional distress,
      defamation; or any claim for costs, fees, or other expenses including
      attorneys’ fees incurred in these matters (all of the foregoing
      collectively referred to herein as the “Claims”).  For
      the avoidance of doubt, Claims shall not include any claim that arises out
      of a breach of the Agreement (or any other agreement between me and the
      Company) by the Company occurring after the date
  hereof.

            


    

     

    
      	
              3.  

            	
              I
      represent that I have made no assignment or transfer of any right, claim,
      demand, cause of action, or other matter covered by paragraph 2
      above.

            


    

     

    
      	
              4.  

            	
              In
      signing this General Release, I acknowledge and intend that it shall be
      effective as a bar to each and every one of the Claims hereinabove
      mentioned or implied.  I expressly consent that this General
      Release shall be given full force and effect according to each and all of
      its express terms and provisions, including those relating to unknown and
      unsuspected Claims (notwithstanding any state statute that expressly
      limits the effectiveness of a general release of unknown, unsuspected and
      unanticipated Claims), if any, as well as those relating to any other
      Claims hereinabove mentioned or implied.  I acknowledge and
      agree that this waiver is an essential and material term of this General
      Release and that without such waiver the Company would not have agreed to
      the terms of the Agreement.  I further agree that in the event I
      should bring a Claim seeking damages against the Company, or in the event
      I should seek to recover against the Company in any Claim brought by a
      governmental agency on my behalf, this General Release shall serve as a
      complete defense to such Claims.  I further agree that I am not
      aware of any pending charge or complaint of the type described in
      paragraph 2 as of the execution of this General Release.  I
      acknowledge that this General Release does not affect my right to file a
      charge or complaint with any federal, state or local agency or to
      participate or cooperate in such a matter.  However, I also
      acknowledge that I am not entitled to monetary damages resulting from
      actions brought by any federal, state or local
  agency.

            


    

     

    
      	
              5.  

            	
              I
      agree that neither this General Release, nor the furnishing of the
      consideration for this General Release, shall be deemed or construed at
      any time to be an admission by the Company, any Released Party or myself
      or any improper or unlawful
conduct.

            


    

     

    
      	
              6.  

            	
              I
      agree to keep all confidential and proprietary information about the past
      or present business affairs of the Company and its affiliates confidential
      unless a prior written release from the Company is obtained.  I
      further agree that as of the date hereof, I have returned to the Company
      any and all property, tangible or intangible, relating to its business,
      which I possessed or had control over at any time (including, but not
      limited to, company-provided credit cards, building or office access
      cards, keys, computer equipment, manuals, files, documents, records,
      software, customer data base and other data) and that I shall not retain
      any copies, compilations, extracts, excepts, summaries or other notes of
      any such manuals, files, documents, records, software, customer data base
      or other data.

            


    

     

    
      	
              7.  

            	
              Notwithstanding
      anything in this General Release to the contrary, this General Release
      shall not relinquish, diminish, or in any way affect any rights or claims
      arising out of any breach by the Company or by any Released Party of the
      Agreement after the date hereof.

            


    

     

    
      	
              8.  

            	
              Whenever
      possible, each provision of this General Release shall be interpreted in
      such manner as to be effective and valid under applicable law, but if any
      provision of this General Release is held to be invalid, illegal or
      unenforceable in any respect under any applicable law or rule in any
      jurisdiction, such invalidity, illegality or unenforceability shall not
      affect any other provision or any other jurisdiction, but this General
      Release shall be reformed, construed and enforced in such jurisdiction as
      if such invalid, illegal or unenforceable provision had never been
      contained herein.

            


    

     

    BY
SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

     

    
      	
              (a)  

            	
              I
      HAVE READ IT CAREFULLY;

            


    

     

    
      	
              (b)  

            	
              I
      UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS,
      INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN
      EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT
      OF 1964, AS AMENDED; THE EQUAL PAY ACT OF THE 1963, THE AMERICANS WITH
      DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
      OF 1974, AS AMENDED;

            


    

     

    
      	
              (c)  

            	
              I
      VOLUNTARILY CONSENT TO EVERYTHING IN
IT;

            


    

     

    
      	
              (d)  

            	
              I
      HAVE BEEN ADVISED TO CONSULT WITH MY OWN ATTORNEY AND TAX ADVISOR BEFORE
      EXECUTING IT AND  I HAVE DONE SO OR, AFTER CAREFUL READING AND
      CONSIDERATION I HAVE CHOSEN NOT TO DO SO OF MY OWN
    VOLITION;

            


    

     

    
      	
              (e)  

            	
              I
      HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS GENERAL
      RELEASE SUBSTANTIALLY IN ITS FINAL FORM ON FEBRUARY 9, 2010 TO CONSIDER IT
      AND THE CHANGES MADE SINCE THE FEBRUARY 9, 2010 VERSION OF THIS RELEASE
      ARE NOT MATERIAL AND WILL NOT RESTART THE REQUIRED 21-DAY
      PERIOD;

            


    

     

    
      	
              (f)  

            	
              THE
      CHANGES TO THE AGREEMENT SINCE FEBRUARY 9, 2010 EITHER ARE NOT MATERIAL OR
      WERE MADE AT MY REQUEST;

            


    

     

    
      	
              (g)  

            	
              I
      UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE TO
      REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE
      UNTIL THE REVOCATION PERIOD HAS
EXPIRED;

            


    

     

    
      	
              (h)  

            	
              I
      HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE
      ADVICE OR ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT;
      AND

            


    

     

    
      	
              (i)  

            	
              I
      AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED,
      WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY
      AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY
  ME.

            


    

     

    


     

    


     

    /s/Mathew G.
Jones                                                                

    Name:  Matthew
G. Jones

    Date:  April
22, 2010