**Exhibit10.2**

 

**SEPARATION AGREEMENT AND RELEASE**

 

**AGREEMENT**made as of September 13, 2002, byand between **enherent Corp.**(the “Company”) and **Dan S. Woodward** (“theEmployee”).

 

**WHEREAS**, the parties wish to amicablyresolve the terms of the Employee’s separation from the Company and establishthe terms of the Employee’s severance arrangement;

 

**NOW,THEREFORE**, in consideration of the promises and conditionsset forth herein, the sufficiency of which is hereby acknowledged, the Companyand the Employee agree as follows:

 

1.                                       Resignation.    Employeehereby resigns (i) his employment and each office he holds with Employer(including without limitation his offices as Chief Executive Officer andChairman of the Board of Directors) and any positions held by Employee insubsidiaries and affiliates of Employer and (ii) as a director of each ofEmployer’s subsidiaries (Employee shall continue to serve as a director ofEmployer) effective as of  the close ofbusiness on September 13, 2002 (the “Effective Date”).

 

2.                                       TerminationDate.    The Employee’s effective date of terminationfrom the Company shall be September 13, 2002 (“Effective Date”).

 

3.                                       Consideration.

 

Monetary Consideration.  Inreturn for the execution of this Separation Agreement and Release, the Companyagrees to pay the Employee 12 month’s salary equal to $318,000 less allapplicable state and federal taxes as severance pay (“Severance Pay”). TheSeverance Pay will be paid to you in cash and discounted 4% for present valueand paid out as follows: You will be paid $256,000 on September 10, 2002, lessall applicable state and federal taxes. You will then receive two payments of $25,000 each on August 1, 2003 andSeptember 1, 2003, less all applicable state and federal taxes.

 

Other Consideration:  Employeeshall have 90 days following September 13, 2002, to exercise any incentivestock options (ISO”S) that were vested as of September

 

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13, 2002. All other stock options (Non-Qualified Stock Options) thatwere vested as of September 13, 2002 shall continue to be exercisable inaccordance with the original vesting schedule. Any stock options that have not vested as of September 13, 2002 shallexpire.

 

Employee shallreceive the cash equivalent of Employee’s current Welfare Benefits (e.g.,medical, dental and vision insurance) for the remainder of the employment termpursuant to Employee’s Employment Agreement of $10,975.92 on September 10,2002.

 

Current medical dental and vision insurance benefits and 401(k) plancontributions will terminate on September 13, 2002.  Employee shall be eligible to maintain medical, dental and visioninsurance benefits coverage and flexible spending accounts through Cobra.  Short and long term disability end as of thedate of termination.  Life Insurancepolicies can be converted, call 1-800-548-5157 for more information.

 

4.                                       Release.     TheEmployee hereby fully, forever, irrevocably and unconditionally releases,remises and discharges the Company, its officers, directors, stockholders,corporate affiliates, attorneys, agents and employees from any and all claims,charges, complaints, demands, actions, causes of action, suits, rights, debts,sums of money, costs, accounts, reckonings, covenants, contracts, agreements,promises, doings, omissions, damages, executions, obligations, liabilities, andexpenses (including attorneys’ fees and costs), of every kind and nature whichhe ever had or now has against the Company, its  officers, directors, stockholders, corporate affiliates, agentsand employees, including,  but notlimited to, all claims arising out of his employment, any claims of violationof Title VII of the Civil Rights Act of 1964, the Employee Retirement IncomeSecurity Act of 1974, the Fair Credit Reporting Act, or the Americans withDisabilities Act, any state antidiscrimination statute or any and all claimsfor breach of contract or wrongful discharge; any and all claims fordefamation, damage to personal or business reputation, or impairment ofeconomic opportunity; any and all claims for intentional or negligent inflictionof emotional distress; any and all claims for loss of consortium, damage tofamily or business relationships, and any alleged breach of the covenant ofgood faith and fair dealing; any and all claims for an alleged breach offiduciary duties or breach of corporate officer or director responsibilities;any and all claims for personal injury; any and all claims for tortiousinterference with contractual relationships or any other tortious conduct; anyand all claims for reimbursement, bonus, 

 

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commission or other incentives; any and all claims for employmentdiscrimination including, but not limited to, any age discrimination claimsbrought under the Age Discrimination in Employment Act; any and all claims forinjunctive or other equitable relief; any and all claims arising under federal,state or local statute, common law, regulation or ordinance; and any and allother clauses for compensatory, statutory, or punitive damages.

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# 5.                                       Returnof Company property.  Employee acknowledges that, in addition tosigning this Agreement, he agrees to return to Employer any and all ofEmployer’s property entrusted to him, such as (but not limited to) marketingplans and related information, trade secret information, pricing information,customer information, vendor information, financial information, telephonelists, computer software and hardware, keys, credit cards, vehicle, telephone,computer, and office equipment and that he will not retain copies of anyConfidential Information.  Employee willbe allowed to retain IBM 240 Laptop Computer serial number BA 40704.

 

6.                                       CovenantNot To Sue.  The Employee further represents and warrants that hehas not filed any complaints, charges, or claims for relief against the Company,its officers, directors, stockholders, corporate affiliates, attorneys, agentsor employees with any local, state or federal court or administrative agencywhich currently are outstanding.  TheCompany acknowledges that Employee is entitled to submit bona fide, valid andproper claims for unemployment insurance and agrees not to object to suchunemployment insurance claims unless it has reasonable grounds to believe suchclaim is improper or fraudulent.   If hehas done so, he will forthwith dismiss all such complaints, charges, or claimsfor relief with prejudice.  The Employeefurther agrees and covenants not to bring any complaints, charges or claimsagainst the Company, its officers, directors, stockholders, corporateaffiliates, attorneys, agents or employees with respect to any matters arisingout of his employment with or termination by the Company, excepting thoseobligations arising under this Agreement.

 

7.                                       Natureof Agreement.  The Employee understands and agrees that thisAgreement is a severance and settlement agreement and does not constitute anadmission of liability or wrongdoing on the part of the Company.

 

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8.                                       Amendment.  ThisAgreement shall be binding upon the parties and may not be abandoned,supplemented, changed or modified in any manner, orally or otherwise, except byan instrument in writing of concurrent or subsequent date signed by a dulyauthorized representative of the parties hereto.  This Agreement is binding upon and shall inure to the benefit ofthe parties and their respective agents, assigns, heirs, executors, successorsand administrators.

 

9.                                       Validity.  Shouldany provision of this Agreement be declared or be determined by any court ofcompetent jurisdiction to be illegal or invalid, the validity of the remainingparts, terms, or provisions shall not be affected thereby and said illegal andinvalid part, term or provision shall be deemed not to be a part of thisAgreement.

 

10.                                 Confidentiality;Non-disparagement.  The parties understand and agree that theterms and contents of this Agreement, and the contents of the negotiations anddiscussions resulting in this Agreement, shall be maintained as confidential bythe both parties, their agents and representatives, and the dispute resolved bythis Agreement shall also remain confidential. None of the above shall be disclosed except to the extent required byfederal or state law or regulations or compulsory process of law, including,but not limited to, as required in the Company’s public filings with theSecurities and Exchange Commission, and in its financial statements, or asotherwise agreed to in writing by the authorized agent of each party.  Notwithstanding the above the Company maydisclose the terms of this Agreement to its auditors, attorneys, or if requiredby Court order.  

The Employee shall not disparage, orally or inwriting, the Company, the Company’s performance, or the Company’s officers,directors or employees. The Company shall not disparage, orally or in writing,the Employee or his performance.

 

11.                                 Non-Compete.  Asa further material inducement to Employer to pay Employee the sum specified inparagraph 3, Employee, for a two (2) years after the Effective Date, shall notdirectly or indirectly, either as a principal, agent, employee, employer,stockholder, partner or in any other capacity whatsoever (i) engage in whole orin part, in any business in competition with the business of Employer or any ofits subsidiaries or (ii) become associated with, employed by, enter into abusiness relationship with, or 

 

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become a stockholder or other equity holder of, any client of Employerwho was a client of Employer for at least twelve (12) months prior toEmployee’s separation; provided that the restriction contained in subclause(ii) of this Section 6A shall not apply to Employee’s ownership of or theacquisition by Employee, solely as an investment, of securities of any issuerthat are registered under Section 12(b) or 12(g) of the Exchange Act and thatare listed or admitted for trading on any United States national securitiesexchange or that are quoted on the NASDAQ Stock Market, or any similar systemor automated dissemination of quotations of securities prices in common use, solong as Employee does not control, acquire a controlling interest in or becomea member of a group which exercises direct or indirect control of more thanfifty percent (50%) of any class of capital stock of such corporation.

 

12.                                 Non-Solicitation of employees.  It isrecognized and understood by the Parties hereto that the employees of Employerare an integral part of Employer’s business, and that it is extremely importantfor Employer to use its maximum efforts to prevent the loss of such employees.  It is therefore understood and agreed by theParties that, because of the nature of the business of Employer, it isnecessary to afford fair protection to Employer from the loss of any suchemployees.  Consequently, as materialinducement to Employer to pay Employee the sum specified in paragraph 3,Employee covenants and agrees that for a period commencing on the EffectiveDate of this Agreement and ending one year after the Effective Date of thisAgreement, Employee shall not, directly or indirectly, hire or engage orattempt to hire or engage any individual who shall have been an employee ofEmployer or any of its affiliates or subsidiaries at any time during theone-year period prior to such Effective Date of this Agreement or during theone-year period immediately following the Effective Date, whether for or onbehalf of Employee or for any entity in which Employee shall have a direct orindirect interest (or any subsidiary or affiliate of any such entity), whetheras a proprietor, partner, co-venturer, financier, investor, stockholder,director, officer, employer, employee, servant, agent, representative orotherwise.  Further, Employee covenantsand agrees that for a period commencing on the Effective Date of this Agreementand ending one year after such Effective Date, Employee shall not, directly or

 

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indirectly, or throughany other person, firm, or corporation, or in any capacity as described in thisparagraph above, induce, or attempt to induce or influence any employee ofEmployer to terminate employment with Employer, when Employer or any ofEmployer’s affiliates or subsidiaries desires to retain that employee’sservices.

 

13.                                 EntireAgreement.  This Agreement contains and constitutes the entireunderstanding and agreement between the parties hereto with respect to theseverance and settlement and cancels all previous oral and writtennegotiations, agreements, commitments, and writings in connection therewith.

 

14.                                 ApplicableLaw.  This Agreement shall be governed by the laws of the Stateof Texas.

 

15.                                 **ACKNOWLEDGMENTS.   THE EMPLOYEE ACKNOWLEDGES THAT HE HAS BEENGIVEN TWENTY-ONE (21) DAYS TO CONSIDER THIS AGREEMENT AND THAT THE COMPANYADVISED HIM TO CONSULT WITH AN ATTORNEY OF HIS OWN CHOOSING PRIOR TO SIGNINGTHIS AGREEMENT.  THE EMPLOYEE MAY REVOKETHIS AGREEMENT FOR A PERIOD OF SEVEN (7) DAYS AFTER THE EXECUTION OF THISAGREEMENT, AND THE AGREEMENT SHALL NOT BE EFFECTIVE OR ENFORCEABLE UNTIL THEEXPIRATION OF THIS SEVEN (7) DAY REVOCATION PERIOD. IN THE EVENT THE EMPLOYEEREVOKES ACCEPTANCE OF THIS AGREEMENT, EMPLOYEE UNDERSTANDS THAT HE WILL BEOBLIGATED TO REFUND ANY SEVERANCE PAYMENTS RECEIVED OR REIMBURSE THE COMPANYFOR THE VALUE OF ANY OTHER CONSIDERATION RECEIVED HEREUNDER.**

 

16.                                 Timeto Review.  Employee understands that this Agreement includes arelease of claims arising under the Age Discrimination in Employment Act.  Employee understands and warrants that hehas been offered a period of twenty-one days to review and consider thisAgreement.

 

17.                                 VoluntaryAssent.  The Employee affirms that no other promises oragreements of any kind have been made to or with him by any person or entitywhatsoever to cause him to sign this Agreement, and that he fully understandsthe meaning and intent of this Agreement. The Employee states and represents that he has had an opportunity tofully discuss and review the terms of this 

 

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Agreement with an attorney.  The Employee further states andrepresents that he has carefully read this Agreement, understands the contentsherein, freely and voluntarily assents to all of the terms and conditionshereof, and signs his name of his own free act.

 

18.                                 Counterparts.  ThisAgreement may be executed in two (2) signature counterparts, each of whichshall constitute an original, but all of which taken together shall constitutebut one in the same instrument.

 

**IN WITNESS WHEREOF**, all parties have settheir hand and seal to this Agreement as of the date written above.

 

 
| enherent Corp:              |   | Employee:           |
|-----------------------------|--------|---------------------|
|                        |   |                |
|                        |   |                |
| By: George Warman           |   | By: Dan S. Woodward |
| Title:   CFO |   |                |
| Date:                       |   | Date:               |

 

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