Exhibit
10.1


OMTOOL,
LTD.


Personal and Confidential


Via Hand Delivery


Karen Cummings


Omtool, Ltd.


6 Riverside Drive


Andover, MA  01810


Re:  Change of Control Severance Eligibility


Dear
Karen:


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


1.             At-Will
Employment.  This
Agreement is not a contract to employ you for a definite time period, and is
not intended to be and does not constitute a contract or part of a contractual
agreement for continued employment, either express or implied, between the
Company and you, it being acknowledged that your employment is “at will” and
that either you or Omtool may 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, whether by you or Omtool, will be
communicated by written notice (“Notice of Termination”) to the other
party.  All notices provided for in this
Agreement will be in writing and will be effective when personally delivered
(e.g., hand delivery or via electronic mail, where applicable) or mailed by
U.S. mail, postage prepaid, addressed to Omtool, Ltd., 6 Riverside Drive,
Andover, MA 01810, and to you at the address shown above or to such other
address as either Omtool or you may have furnished to the other in writing.


3.             Severance Payments and Benefits Upon a Qualified
Termination.


(a)           Omtool will provide you with the
severance payments listed below only in the event of a Qualified Termination
and provided that you execute a separation agreement and general release in a
form acceptable to the Company, except that the release will not effect your
rights to indemnification, any rights under applicable directors and officers
liability insurance, or vested benefits (if any), and provided that you
continue to adhere to any post-termination obligations including, but not
limited to, any non-competition, non-disclosure and non-solicitation
covenants.  A “Qualified Termination”
means your employment is terminated by the Company without “Cause” or by you
for “Good Reason,” in either case only within the first twelve months after a
Change of Control of the Company.  A
termination of your employment will not constitute











a “Qualified Termination”
if your employment is terminated at any time because (i) you die or become
Disabled, (ii) Omtool terminates you for “Cause,” (iii) you resign or retire
without “Good Reason”, or (iv) the Company files for bankruptcy.  In addition, a termination of your employment
will not constitute a “Qualified Termination” if you resign with “Good
Reason” or you are terminated without “Cause” before a Change of
Control.


(b)           If a Qualified Termination occurs,
you will be eligible to receive the following severance pay and benefits:


(i)            Severance Pay.  Severance will be paid, in equal monthly
installments at your monthly base salary rate in effect immediately prior to
the Qualified Termination, for twelve months from the date of the Qualified
Termination.  The first severance payment
will be made upon the first regularly scheduled Company payday on or following
your execution of the release agreement referenced above, in accordance with
the Company’s normal payroll practices as established or modified from time to
time, and will be subject to all federal, state and/or local payroll and
withholding taxes.


(ii)           Payment of COBRA Premiums.  If you are eligible for and elect to continue
health and dental continuation coverage in accordance with the Consolidated
Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will pay your
COBRA premium (equal to the amount it paid during your employment) until the
earlier of (x) 12 months from the date of the Qualified Termination, or (y) the
date on which you become ineligible to receive COBRA coverage.  During the period in which the Company is
providing this benefit, you will be responsible for paying the portion of the
premiums required for active employees, which will be automatically deducted
from the severance payments referenced in Section 3(b)(i).  Thereafter, you will be responsible for all
COBRA payments.


(c)           You will not be entitled to any of
the severance payments and/or benefits set forth above in Sections 3(b)(i)-(ii)
if your employment termination from Omtool is not a Qualified Termination.  If your employment termination is not a
Qualified Termination, your employment and this Agreement will automatically
terminate and the Company will pay you (or in the case of death, your
designated beneficiary or, if no beneficiary has been designated by you, your
estate) your base salary earned but unpaid and vacation pay accrued but unused
as of the termination date, as well as any bonus and/or commission payment, to
the extent such payment is earned and due in accordance with any such bonus
and/or commission plan.


(d)           If Omtool determines that you have
materially breached the terms of any non-competition or confidentiality
provision contained in any employment, consulting, advisory, non-disclosure,
non-competition or other similar agreement between you and Omtool, then you
agree that Omtool, regardless of the manner of your employment termination, can
refuse to pay and/or cease paying and/or performing all severance-related
obligations under this Section 3 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.











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


(a)           Disabled.  You are “Disabled” for the purposes of this
Agreement if you have been absent from the full-time performance of your duties
with Omtool for 180 days, whether or not consecutively, within a any
consecutive 12-month period, because of incapacity due to physical or mental
impairment that substantially limits a major life activity, and you fail to
resume performance of your essential job duties, with or without reasonable
accommodation (provided that any such accommodation does not cause the Company
an undue hardship).


(b)           Cause.  “Cause,” which shall be determined by the
Company’s Board of Directors (the “Board”), shall mean: (i) your commission of
any act of gross negligence, dishonesty, insubordination or breach of fiduciary
duty which materially adversely affects the Company or its employees, (iv) your
material breach of any term of this Agreement or any other agreement with
Omtool, (v) your conviction of or plea of nolo contendere
to (A) any felony or (B) any misdemeanor involving fraud, deceit, moral
turpitude or embezzlement, or (vi) your disregard of or failure to follow the
Company’s rules or policies in any material respect, or your commission of any
other action that may cause material injuries to the Company, including your
misappropriation of any money or other assets or property (tangible or
intangible) of the Company.


(c)           Change of Control.  A “Change of Control” shall mean the
occurrence of one of the following events during the period in which you are
eligible to receive the severance payments and other benefits listed in Section
3: (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. 
Notwithstanding the foregoing, the Board of Directors of the Company
may, prior to the closing of any transaction in which the Company is to be
consolidated with or acquired by another entity in a merger or other
reorganization, determine that such transaction constitutes a “Change of
Control” for the purposes of this Agreement.


(d)           Good Reason.  A termination by you for “Good Reason” will
occur whenever any of the following circumstances have taken place: (i) your
position, duties and/or responsibilities are significantly and materially
diminished; (ii) your base salary is reduced, other than such reduction that is
part of a general reduction or other concessionary arrangement affecting all
executive corporate officers of Omtool and its successors; or (iii) Omtool or
any person in control of Omtool requires you to perform your duties principally
in a new location outside a radius of 30 miles from 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 and be enforceable by Omtool’s successors and
assigns.  You may not assign this
Agreement.  Notwithstanding the forgoing,
this Agreement will inure to and be binding upon the Company’s successors.  The Company will require any successor who
effects an Acquisition to agree in writing to assume this Agreement.











6.             Confidentiality.  The terms and conditions of this Agreement
are strictly confidential.  You shall not
discuss or reveal any information concerning this letter agreement to any past
or present Omtool employee or any third person or entity other than your
counsel and members of your immediate family.


7.             Miscellaneous.


(a)           In the event of any dispute, this
Agreement will be construed as a whole, will be interpreted in accordance with
its fair meaning, and will not be construed strictly for or against either you
or the Company.  If one or more of the
provisions contained in this Agreement shall for any reason be held to be
unenforceable at law, such provision or provisions shall be construed by the
appropriate judicial body by limiting or reducing it or them, so as to be
enforceable to the maximum extent compatible with (i) the applicable law as it
shall then appear and (ii) the parties’ intent.


(b)           This Agreement shall be deemed to be
made and entered into in The Commonwealth of Massachusetts.  This Agreement and any claims arising out of
this Agreement (or any other claims arising out of the relationship between the
parties) shall be governed by and construed in accordance with the laws of The
Commonwealth of Massachusetts and shall in all respects be interpreted,
enforced and governed under the internal and domestic laws of such Commonwealth,
without giving effect to the principles of conflicts of laws of such Commonwealth.


(c)           No waiver by either party of any
breach by you of any provision hereof shall be deemed to be a waiver of any
later or other breach thereof or as a waiver of any other provision of this
Agreement.  This Agreement may not be
waived, amended, discharged or terminated orally or by any course of dealing
between the parties, but only by an instrument in writing signed by you and
either the Company’s Chief Executive Officer or a designated member of the
Company’s Board of Directors.


(d)           You must execute a legally
enforceable separation agreement and general release in a form acceptable to
Omtool prior to the receipt of any payments or other benefits set forth above.


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


(f)            As
a condition to this Agreement you agree to enter into and execute a
non-competition and non-solicitation agreement with the Company in the form
attached as Exhibit A.


[Remainder of Page Intentionally Left Blank.  Signature Page follows.]











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


	
  

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  OMTOOL, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Robert L. Voelk

  
	
   

  	
   

  	
  Robert L. Voelk

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted and agreed to this 11th day of April, 2007

  
	
   

  
	
   

  
	
  By:

  	
         /s/ Karen
  Cummings

  	
   

  
	
   

  	
  Karen Cummings

  
						



 
















Exhibit A


 


NONCOMPETITION, NONSOLICITATION and
DEVELOPMENTS AGREEMENT


In consideration
and as a condition of my employment and/or continued employment by Omtool, Ltd.
and/or any of its subsidiaries, subdivisions or affiliates (the “Company”), I
hereby agree with the Company as follows:


1.  Best Efforts.  During the period of my employment by the
Company, I shall devote my full time and best efforts to the business of the
Company and I shall neither pursue any business opportunity outside the Company
nor take any position with any organization other than the Company without the
approval of the Company’s President and/or the Board of Directors; provided,
however, that I may participate in professional, civic, social and/or
charitable activities that do not adversely affect my ability to carry out my
responsibilities to the Company.


2.  Noncompetition.  During the period of my employment by the
Company and for one year thereafter(the “Term”),
regardless of the reasons for my termination, I shall not, directly or
indirectly, alone or as a consultant, partner, officer, director, employee,
joint venturer, lender or stockholder of any entity, accept employment in a “Competitive
Position” within the Restricted Territory with any business that competes
(whether directly or indirectly) with the products or services being created,
developed, manufactured, marketed, distributed or sold by the Company.


For purposes of
this Agreement “Competitive Position” shall mean any position with a direct or
indirect competitor of the Company that directly or indirectly involves (i) the
performance of services similar to the services that I provided to the Company
at any time during my tenure with the Company, (ii) job duties similar to the
job duties of any position that I held with the Company, or (iii) me in the
development, manufacture, marketing, distribution and/or sale of products or
services then being created, developed, manufactured, marketed, distributed or
sold by the Company.


For purposes of
this Agreement “Restricted Territory” shall include any geographic area (i) in
which I have contacted, serviced or conducted business, whether directly or
indirectly, with any Company customer or client on the Company’s behalf, or
(ii) in which the Company does business or is anticipating or planning to do
business.


3.  Nonsolicitation of Customers.  During the Term, and regardless of the
reasons for my termination, I shall not, directly or indirectly, alone or as a
consultant, partner, officer, director, employee, joint venturer, lender or
stockholder of any entity, solicit any customer of the Company or any potential
customer of the Company (i) with whom I have had contact, or (ii) about whom I
obtained or became familiar with through Confidential Information (as defined
in Paragraph 5) during the course of my employment with the Company.


4.  Nonsolicitation of Employees.  During the Term, and regardless of the
reasons for my termination, I shall not, directly or indirectly, alone or as a
consultant, partner, officer, director, employee, joint venturer, lender or
stockholder of any entity, employ, attempt to employ or knowingly permit any
company or business organization by which I am employed or which is directly or
indirectly controlled by me to employ, any Company employee, agent, representative
or consultant, or any such person whose employment or consultancy with the
Company has













terminated within
six months (either before or after) of my departure from the Company, or in any
manner seek to solicit or induce any employee, agent, representative or
consultant to leave his or her employment with the Company, or assist in the
recruitment or hiring of any such person.


5.  Nondisclosure.  I shall not at any time, whether during or
after the termination of my employment, reveal to any person or entity any
Confidential Information except to employees of the Company who need to know
such Confidential Information for the purposes of their employment, or as
otherwise authorized by the Company in writing. 
The term “Confidential Information” shall include, without limitation,
any information concerning the organization, business or finances of the
Company or of any third party, which the Company is under an obligation to keep
confidential or that is maintained by the Company as confidential.  Such Confidential Information shall include,
but is not limited to, trade secrets or confidential information respecting
inventions, products, designs, methods, know-how, techniques, systems,
processes, engineering data, software programs, software code, works of authorship,
customer lists, customer information, marketing or sales information, personnel
information, financial information, pricing information, business plans,
projects, plans and proposals.  I shall
keep confidential all matters entrusted to me and shall not use or attempt to
use any Confidential Information except as may be required in the ordinary
course of performing my duties as an employee of the Company, nor shall I use
any Confidential Information in any manner except as required in connection with
the performance of my duties for the Company.


6.  Company Property.  I agree that during my employment I shall not
make, use or permit to be used any Company Property otherwise than for the
benefit of the Company.  The term “Company
Property” shall include all notes, memoranda, reports, lists, records, files,
drawings, sketches, specifications, designs, software programs, software code,
data, computers, cellular telephones, pagers, credit and/or calling cards,
keys, access cards, documentation or other materials of any nature and in any
form, whether written, printed, electronic or in digital format or otherwise,
relating to any matter within the scope of the business of the Company or
concerning any of its dealings or affairs and any other Company property in my
possession, custody or control.  I
understand that de minimis use of a Company
cellular telephone, pager, credit and/or calling card will not violate this
Section, provided that I timely reimburse the Company for any personal use in
accordance with Company policy.  I
further agree that I shall not, after the termination of my employment, use or
permit others to use any such Company Property. 
I acknowledge and agree that all Company Property shall be and remain
the sole and exclusive property of the Company. 
Immediately upon the termination of my employment I shall deliver all
Company Property in my possession, and all copies thereof, to the Company.


7.  Assignment of Developments.


(a) If at any time or
times during my employment, I shall (either alone or with others) make,
conceive, create, discover, invent or reduce to practice any Development that
(i) relates to the business of the Company or any customer of or supplier
to the Company or any of the products or services being developed, manufactured
or sold by the Company or which may be used in relation therewith; or
(ii) results from tasks assigned to me by the Company; or
(iii) results from the use of premises or personal property (whether
tangible or intangible) owned, leased or contracted for by the Company, then
all such Developments and the benefits thereof are



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and shall
immediately become the sole and absolute property of the Company and its
assigns, as works made for hire or otherwise. 
The term “Development” shall mean any invention, modification,
discovery, design, development, improvement, process, software program, work of
authorship, documentation, formula, data, technique, know-how, trade secret or
intellectual property right whatsoever or any interest therein (whether or not
patentable or registrable under copyright, trademark or similar statutes
(including, but not limited to, the Semiconductor Chip Protection Act) or
subject to analogous protection).  I
shall promptly disclose to the Company (or any persons designated by it) each such
Development.  I hereby assign all rights
(including, but not limited to, rights to inventions, patentable subject
matter, copyrights and trademarks) I may have or may acquire in the
Developments and all benefits and/or rights resulting therefrom to the Company
and its assigns without further compensation and shall communicate, without
cost or delay, and without disclosing to others the same, all available
information relating thereto (with all necessary plans and models) to the
Company.


(b) Excluded Developments. 
I represent that the Developments identified in the Appendix, if any,
attached hereto comprise all the Developments that I have made or conceived
prior to my employment by the Company, which Developments are excluded from
this Agreement.  I understand that it is
only necessary to list the title of such Developments and the purpose thereof
but not details of the Development itself. 
IF THERE ARE ANY SUCH DEVELOPMENTS TO BE EXCLUDED, THE UNDERSIGNED
SHOULD INITIAL HERE; OTHERWISE IT WILL BE DEEMED THAT THERE ARE NO SUCH
EXCLUSIONS.


8.  Further Assurances.  I shall, during my employment and at any time
thereafter, at the request and cost of the Company, promptly sign, execute,
make and do all such deeds, documents, acts and things as the Company and its
duly authorized officers may reasonably require:


(a) to apply for, obtain, register and vest in the
name of the Company alone (unless the Company otherwise directs) patents,
copyrights, trademarks or other analogous protection in any country throughout
the world relating to a Development of the Company and when so obtained or
vested to renew and restore the same; and


(b) to assist in the defense of any judicial,
opposition or other proceedings in respect of such applications and any judicial,
opposition or other proceeding, petition or application for revocation of any
such patent, copyright, trademark or other analogous protection.


If the Company is unable, after reasonable effort, to
secure my signature as required by this paragraph on any application for
patent, copyright, trademark or other analogous registration or other documents
regarding any legal protection relating to a Development, whether because of my
physical or mental incapacity or for any other reason whatsoever, I hereby irrevocably
designate and appoint the Company and its duly authorized officers and agents
as my agent and attorney-in-fact, to act for and in my behalf and stead to
execute and file any such application or applications or other documents and to
do all other lawfully permitted acts to further the prosecution and issuance
of  patent, copyright or trademark
registrations or any other legal protection thereon with the same legal force
and effect as if executed by me.



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9.  Employment
At Will.  I understand that neither
this Agreement nor any other document I have signed regarding my employment
with the Company constitutes an express or implied employment contract and that
my employment with the Company is on an “at-will” basis.  Accordingly, I understand that either the
Company or I may terminate my employment at any time, for any or no reason,
with or without prior notice.


10.  Representations.


(a) I represent that my
employment with the Company and my performance of all of the terms of this
Agreement do not and will not breach any agreement to keep in confidence
proprietary information acquired by me in confidence or in trust prior to my
employment by the Company, nor will it violate any nonsolicitation and/or
noncompetition agreements entered into prior to my employment with the
Company.  I have not entered into, and I
shall not enter into, any agreement either written or oral in conflict
herewith.


(b) I further agree that
any breach of this Agreement by me will cause irreparable damage to the Company
and that in the event of such breach the Company shall have, in addition to any
and all remedies of law, the right to an injunction, specific performance or
other equitable relief to prevent the violation of my obligations hereunder.


11.  Waiver; Amendments.  Any waiver by the Company of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of
any subsequent breach of such provision or any other provision hereof.  In addition, any amendment to or modification
of this Agreement or any waiver of any provision hereof must be in writing and
signed by the Company’s President or, if applicable, a member of the Board of
Directors.


12.  Severability.  I agree that each provision and the subparts
of each provision herein shall be treated as separate and independent clauses,
and the unenforceability of any one clause shall in no way impair the enforce­ability
of any of the other clauses of the Agreement. 
Moreover, if one or more of the provisions contained in this Agreement
shall for any reason be held to be excessively broad as to scope, activity,
subject or otherwise so as to be unenforceable at law, such provision or
provisions shall be construed by the appropriate judicial body by limiting or
reducing it or them, so as to be enforceable to the maximum extent compatible
with the applicable law as it shall then appear.  I hereby further agree that the language of
all parts of this Agreement shall in all cases be construed as a whole
according to its fair meaning and not strictly for or against either of the
parties.


13.  Survival.  This Agreement shall be effective as of the
date entered below.  My obligations under
this Agreement shall survive the termination of my employment regardless of the
manner of such termination and shall be binding upon my heirs, executors,
administrators and legal representatives.


14.  Assignment.  The Company shall have the right to assign
this Agreement to its successors and assigns, and all covenants and agreements
hereunder shall inure to the benefit of and be enforceable by said successors
or assigns.  I will not assign this
Agreement.


15.  Governing Law; Forum
Selection Clause.  This Agreement
shall be governed by and construed in accordance with the laws of the Commonwealth
of Massachusetts and shall in all



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respects be
interpreted, enforced and governed under the internal and domestic laws of the Commonwealth
of Massachusetts, without giving effect to their principles of conflicts of
laws of such State.  Any claims or legal
actions by one party against the other arising out of this Agreement shall be
governed by the laws of the Commonwealth of Massachusetts and shall be
commenced and maintained in any state or federal court located in Massachusetts,
and I hereby submit to the jurisdiction and venue of any such court.


16.           Entire Agreement.  This Agreement sets forth the complete, sole
and entire agreement between the parties with respect to my noncompetition and
nonsolicitation obligations and supersedes any and all other agreements,
negotiations, discussions, proposals, or understandings, whether oral or
written, previously entered into, discussed or considered by the parties.  This Agreement does not supercede the
Severance Agreement between the Company and me, if any, of even date herewith.


IN WITNESS HEREOF,
the undersigned has executed this Agreement as a sealed instrument as of the
date first written below.


	
  

  	
  Signature:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 



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APPENDIX – TITLE/PURPOSE OF DEVELOPMENTS


The following is a complete list
of all Developments and the purpose of those Developments:


	
  

  	
   

  	
   No Developments

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   See Below

  



 


	
  Developments and purpose:

  
	
   

  
	
   

  	
   

  
	
   

  
	
   

  	
   

  
	
   

  
	
   

  	
   

  
	
   

  
	
   

  	
   

  
	
   

  
	
   

  	
   

  
	
   

  
	
   

  	
   

  



 



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