Exhibit 10.1


 





 


Mr. Raymond J. Wilson

1431 Hampton Drive


Downingtown, PA 19335


 


Dear Ray:


 


This letter
agreement (the “Release Agreement”) confirms that your employment with
Innovative Solutions and Support, Inc. (the “Company”), and its
affiliated entities was terminated effective September 8, 2008.  You and the Company agreed to the following
terms:


 


1.                                       Effective
Date.


 


(a)                                  Your employment with the Company
and its affiliated entities terminated on September 8, 2008 (“Separation
Date”).  You hereby agree to resign
as a member of the Board of Directors of the Company, effective as of the date
hereof, and acknowledge and agree that such resignation is irrevocable and not
subject to the provisions of Section 3(v) of this Release agreement.


 


(b)                                 Except for the provisions of Section 10,
Section 11 and Section 12.11 thereof, the Employment Agreement
between you and the Company, dated as of January 21, 2008 (the “Employment
Agreement”), terminated on the Separation Date.  Capitalized terms used in this Release Agreement
but not defined herein will have the meanings given to such terms in the
Employment Agreement.


 


2.                                       Payments
and Benefits.


 


(a)                                  Provided that you execute and do
not revoke this Release Agreement pursuant to Section 3(v) hereof and
you continue to comply with Section 11 of the Employment Agreement, the
terms of which are incorporated herein by reference, you will receive a payment
of $90,000 (including $39,039 in moving expense reimbursement to be paid upon
receipt of an executed copy of this document) plus your Base Salary ($400,000
per annum – see attached Exhibit A for detailed calculation) for the
remainder of the Term of Employment (through December 31, 2009) as a
result of your termination by the Company without Cause.


 


(b)                                 The Company shall reimburse you
for the cost of COBRA health care continuation coverage (less the portion you
would have been required to pay had you continued to be employed) for you and
your family, provided you timely elect such coverage, until the earlier of December 30,
2008 or your departure from the United States (such reimbursement to be made no
later than the end of the calendar month following the calendar month during
which you incur such costs).


 


720
Pennsylvania Drive   Exton,
Pennsylvania  19341   USA  
610-646-9800   Fax  610-646-0149


 

















 


(c)                                  Please be aware
that in order for you to avoid a 20% penalty tax imposed by Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”), on
certain payments to be made pursuant to this Section 2, such payments shall,
to the extent necessary to avoid such penalty tax, be delayed until the first
payroll date after March 8, 2009, with the first such payment to include
all payments that would otherwise have been made had such delay not been
imposed.


 


3.                                       Release.  You, for yourself, your heirs, assigns,
successors, executors, and administrators, in consideration of the promises and
covenants set forth herein, hereby fully release and discharge (A) the
Company and its affiliates, and (B) the Company’s officers, directors,
members, shareholders, successors, partners, principals, employees, agents,
representatives, attorneys, and/or any other individual connected with each of
the foregoing (the “Individual Released Parties”), forever and
unconditionally from any and all manner of action, claim, demand, damages,
cause of action, debt, sum of money, contract, covenant, controversy,
agreement, promise, judgment, and demand whatsoever, in law or equity, known or
unknown, existing or claimed to exist (hereinafter, collectively referred to as
“Claims”) arising from the beginning of time through the execution of
this Release Agreement, including without limitation, all Claims relating to or
arising out of the Employment Agreement, your employment and/or termination of
employment with the Company, your service as a director of the Company, payment
of base salary, bonus and/or employee benefits and/or any discrimination claim
based on race, religion, color, national origin, age, sex, sexual orientation
or preference, disability, retaliation, or any cause of action under the
following in each case as amended: the Age Discrimination in Employment Act of
1967, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991,
the Civil Rights Act of 1866, the Equal Pay Act of 1963, the Americans with
Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Worker
Adjustment and Retraining Notification Act, the Employee Retirement Income
Security Act of 1974 (except any valid claim to recover vested benefits, if
applicable), any Pennsylvania anti-discrimination statutes and regulations,
and/or any other federal, state or local law, rule, regulation, constitution or
ordinance, or under any public policy or common law or arising under any
practices or procedure of the Company or under the Employment Agreement or any
equity incentive plan of the Company, and/or any claim for wrongful
termination, back pay, future wage loss, injury subject to relief under the
Workers’ Compensation Act, any other claim, whether in tort, contract or
otherwise, or any claim for costs, fees or other expenses, including attorneys’
fees, provided, however, that nothing herein shall be deemed to
release any claims that you may have arising from a breach by the Company of
its obligations set forth in this Release Agreement, any rights and claims that
you may have which arise after the date you execute this Release Agreement and
any rights and claims you may have for indemnification pursuant to Section 10
of the Employment Agreement, which is incorporated herein by reference.


 


By signing
this Release Agreement, you acknowledge that:


 

















 


(i)                                     you
have read and fully understand the terms of this Release Agreement;


 


(ii)                                  you
have been advised and urged to consult with your attorneys, concerning the
terms of this Release Agreement;


 


(iii)                               you
have agreed to this Release Agreement knowingly and voluntarily and were not
subjected to any undue influence or coercion in agreeing to its terms;


 


(iv)                              you
have been given 21 days to consider this Release Agreement, and acknowledge
that in the event that you execute this Release Agreement prior to the
expiration of the 21 day period, you hereby waive the balance of said period;


 


(v)                                 you
will have seven (7) days following your execution of this Release
Agreement to revoke this Release Agreement and this Release Agreement shall not
become effective or enforceable until the revocation period has expired;
provided, however, that the provisions of this Section 3 (v) shall
not apply to your resignation as a member of the Board of Directors of the
Company, which resignation shall remain in effect if you revoke this Release
Agreement.  Any revocation within this
seven (7) day period must be submitted in writing and personally
delivered, or mailed on the 7th day following your execution of this
Release Agreement to Geoff Hedrick, Chairman & CEO, Innovative
Solutions & Support, Inc., 720 Pennsylvania Drive, Exton, PA
19341.  No payment provided for in Section 2
or otherwise in this Release Agreement will be made until after the seven (7) day
period has expired and this Release Agreement has become effective.  If this Release Agreement is revoked by you
then you shall forfeit the payment and benefits provided in this Release
Agreement and the Company shall not be required to provide any such payment,
benefits or other consideration; and


 


(vi)                              you
and the Company have agreed that no provision of this Release Agreement may be
modified, changed, waived or discharged unless such waiver, modification,
change or discharge is agreed to in writing and signed by you and the Company.


 


4.                                       Future
Cooperation.  You agree to cooperate
with any reasonable request by the Company, and will assist the Company, in
connection with any matter with which you were involved or any existing or
potential claim, investigation, audit, administrative proceeding, lawsuit or
other legal or business matter that arose during your employment by the
Company.  Such cooperation shall (i) be
at a time and place convenient to you, (ii) be completed by telephone to
the extent reasonably possible, and (iii) not interfere with your ability
to carry on your business after the Separation Date.  Any costs incurred by


 

















 


you in connection with this Section 4 shall be
reimbursed promptly.  In addition, you
agree to immediately return to the Company the leased automobile, mobile
communications device and personal computer provided to you by the Company
during the term of your employment and to deliver, prior to December 31,
2009, appropriate receipts documenting your expenses in relocating from the
vicinity of Exton, Pennsylvania to the United Kingdom.


 


5.                                       Employee
Breach.  You acknowledge that upon
any breach by you of any of the terms of this Release Agreement, the Company
shall have the right to seek any legal or equitable relief that may be
available.


 


6.                                       Withholding.  The Company may withhold from any amounts
payable or provided under this Release Agreement all Federal, state, local or
other taxes as the Company is required to withhold pursuant to any applicable
law, regulation or ruling.  You agree
that the liability for full payment and satisfaction of any and all taxes of
any kind and all other tax attributes arising out of or relating to any amounts
payable or provided under this Release Agreement or otherwise by the Company is
solely the responsibility and liability of you.


 


7.                                       Entire
Agreement.  You understand that this
Release Agreement fully and completely waives and gives up all claims you may
have against the Company excepting only claims arising out of this Release
Agreement.  This Release Agreement
contains the entire understanding between you and the Company, and supersedes
any and all other prior agreements, understandings, discussions, negotiations
whether written or oral between you and the Company, except for those provisions
of the Employment Agreement that are incorporated by reference herein.  You acknowledge that neither the Company nor
any representative of the Company has made any representation or promise to you
other than set forth herein.


 


8.                                       Governing
Law; Disputes.  This Release
Agreement shall be governed by the laws of the Commonwealth of Pennsylvania,
excluding conflicts of law principles. 
Any disputes arising hereunder shall be settled by arbitration pursuant
to Section 12.11 of the Employment Agreement.


 


9.                                       Severability.  If any of the provisions of this Release
Agreement shall be held invalid, the remainder of this Release Agreement shall
not be affected thereby, and shall remain in full force and effect.


 


10.                                 No
Admissions.  It is understood and
agreed that this Release Agreement does not constitute an admission by the
Company or you that any action either party has taken was unlawful or wrongful,
or that any action constituted a breach of contract or violated any federal,
state, or local law, policy, rule or regulation.


 

















 


11.                                 No
Mitigation; No Offset.  You shall be
under no obligation to seek other employment and there shall be no offset
against any amounts due to you under this Agreement or otherwise on account of
any remuneration attributable to any subsequent employment that you may obtain
or business activities that you are engaged in hereafter.


 

















 


If the terms
of this Release Agreement are acceptable to you, please sign and date the
enclosed copies of this Release Agreement and return one fully executed copy to
the undersigned.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  INNOVATIVE SOLUTIONS & SUPPORT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Geoffrey S.M. Hedrick

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its: Chairman and Chief Executive Officer

  
	
  ACCEPTED AND AGREED: 

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Raymond J. Wilson

  	
   

  
	
  Raymond J. Wilson

  	
   

  
	
  Dated: November 10, 2008

  	
   

  



 

















 


EXHIBIT A


 


Innovative
Solutions & Support, Inc.


Severance
calculation - Ray Wilson


 


	
  Annual salary

  	
   

  	
   

  	
  $

  	
  400,000

  	
   

  	
   

  	
   

  
	
  Payday salary

  	
   

  	
   

  	
  $

  	
  15,385

  	
   

  	
   

  	
   

  
	
  Weekly salary

  	
   

  	
   

  	
  $

  	
  7,692

  	
   

  	
   

  	
   

  
	
  Daily salary

  	
   

  	
   

  	
  $

  	
  1,538

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Period

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9/9/08 -9/12/08

  	
   

  	
   

  	
  $

  	
  6,154

  	
   

  	
  ($7,692.31-$1,538.46

  	
  )

  
	
  W/E :

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  19-Sep-08

  	
   

  	
  7,692

  	
   

  	
   

  	
   

  
	
   

  	
  26-Sep-08

  	
   

  	
  7,692

  	
   

  	
   

  	
   

  
	
   

  	
  3-Oct-08

  	
   

  	
  7,692

  	
   

  	
   

  	
   

  
	
   

  	
  10-Oct-08

  	
   

  	
  7,692

  	
   

  	
   

  	
   

  
	
   

  	
  17-Oct-08

  	
   

  	
  7,692

  	
   

  	
   

  	
   

  
	
   

  	
  24-Oct-08

  	
   

  	
  7,692

  	
   

  	
   

  	
   

  
	
   

  	
  31-Oct-08

  	
   

  	
  7,692

  	
   

  	
   

  	
   

  
	
   

  	
  7-Nov-08

  	
   

  	
  7,692

  	
   

  	
   

  	
   

  
	
   

  	
  14-Nov-08

  	
   

  	
  7,692

  	
   

  	
   

  	
   

  
	
   

  	
  21-Nov-08

  	
   

  	
  7,692

  	
   

  	
   

  	
   

  
	
   

  	
  28-Nov-08

  	
   

  	
  7,692

  	
   

  	
   

  	
   

  
	
   

  	
  5-Dec-08

  	
   

  	
  7,692

  	
   

  	
   

  	
   

  
	
   

  	
  12-Dec-08

  	
   

  	
  7,692

  	
   

  	
   

  	
   

  
	
   

  	
  19-Dec-08

  	
   

  	
  7,692

  	
   

  	
   

  	
   

  
	
   

  	
  26-Dec-08

  	
   

  	
  7,692

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Remaining salary FY 2008

  	
   

  	
   

  	
  $

  	
  121,538

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Calendar year 2009

  	
   

  	
   

  	
  400,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bbase salary due

  	
   

  	
   

  	
  $

  	
  521,538