SEVERANCE AGREEMENT
PARTIES:
eCOLLEGE.COM ("COMPANY")
CHARLIE SCHNEIDER ("EMPLOYEE")
RECITALS:
THIS SEVERANCE AGREEMENT ("AGREEMENT") IS MADE AND ENTERED BY AND BETWEEN THE
COMPANY AND EMPLOYEE EFFECTIVE JULY 3, 2001.
RECITALS
A. THE PARTIES TO THIS AGREEMENT ARE ALSO PARTIES TO AN EMPLOYMENT AGREEMENT
DATED APRIL 12, 1999 (THE "EMPLOYMENT AGREEMENT").
B. EMPLOYEE'S EMPLOYMENT WITH THE COMPANY IS TERMINATING EFFECTIVE JULY 2, 2001
UNDER CIRCUMSTANCES WHERE EMPLOYEE WILL RECEIVE CERTAIN SEVERANCE COMPENSATION
AS SET FORTH IN SECTION 5(B) OF THE EMPLOYMENT AGREEMENT (IT BEING ACKNOWLEDGED
THAT EMPLOYEE WILL BE ON PAID VACATION FROM JULY 3, 2001 THROUGH AUGUST 7, 2001
WHICH WILL USE UP HIS ACCRUED VACATION, AND DURING WHICH EMPLOYEE SHALL CONTINUE
TO RECEIVE STANDARD COMPANY BENEFITS THAT EMPLOYEE RECEIVED DURING EMPLOYMENT).
C. THIS AGREEMENT IS THE "SEVERANCE AGREEMENT" REFERRED TO IN SECTION 5(B) OF
THE EMPLOYMENT AGREEMENT EFFECTIVE AUGUST 7, 2001.
AGREEMENTS
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES HEREIN
CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION CONTAINED HEREIN AND IN THE
EMPLOYMENT AGREEMENT, IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:
NO ADMISSION.
THIS AGREEMENT AND COMPLIANCE WITH THIS AGREEMENT SHALL NOT BE CONSTRUED AS AN
ADMISSION BY EITHER PARTY OF ANY LIABILITY FOR CONTRACTUAL BREACH OR TORT
WHATSOEVER, OR AS AN ADMISSION BY EITHER PARTY OF ANY VIOLATION OF THE RIGHTS OF
THE OTHER.
RELEASE.
EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY RELEASES AND FOREVER
DISCHARGES THE OTHER PARTY AND EACH OF ITS OFFICERS, AGENTS, SHAREHOLDERS,
DIRECTORS, SUPERVISORS, EMPLOYEES, REPRESENTATIVES, AND THEIR SUCCESSORS AND
ASSIGNS AND ALL PERSONS ACTING BY, THROUGH, UNDER, OR IN CONCERT WITH ANY OF
THEM FROM ANY AND ALL CHARGES, COMPLAINTS, CLAIMS, AND LIABILITIES OF ANY KIND
OR NATURE WHATSOEVER, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED (HEREINAFTER
REFERRED TO AS "CLAIM" OR "CLAIMS") WHICH SUCH PARTY MAY HAVE OR CLAIM TO HAVE
REGARDING EVENTS THAT HAVE OCCURRED PRIOR TO AND AS OF THE DATE OF THIS
AGREEMENT ASSOCIATED WITH EMPLOYEE'S EMPLOYMENT WITH THE COMPANY OR ASSOCIATED
WITH THE TERMINATION OF SUCH EMPLOYMENT; PROVIDED, HOWEVER, THAT NOTHING HEREIN
WILL RELEASE OR DISCHARGE (I) ANY EXPRESS RIGHTS OR OBLIGATIONS UNDER THIS
AGREEMENT OR THE EMPLOYMENT AGREEMENT; (II) ANY RIGHTS OF EMPLOYEE TO BE
INDEMNIFIED UNDER ANY PROVISIONS OF THE ARTICLES OF INCORPORATION OR BYLAWS OF
THE COMPANY (THE COMPANY HEREBY COVENANTING IF THE EMPLOYEE IS SO INDEMNIFIED,
TO PROVIDE EMPLOYEE WITH EQUAL TREATMENT IN RESPECT OF CLAIMS FOR INDEMNITY
VIS-À-VIS OFFICERS OF THE COMPANY); (III) ANY RIGHTS OF EMPLOYEE IN OR
ASSOCIATED WITH EQUITY INTERESTS OF EMPLOYEE (INCLUDING STOCK OPTIONS) IN THE
COMPANY; OR (IV) THE CONTINUING OBLIGATIONS OF EMPLOYEE RELATED TO
NONCOMPETITION, CONFIDENTIALITY, IDEAS AND INVENTIONS, NONDISPARAGEMENT, AND
RETURN OF DOCUMENTS AND COMPUTER DATA, AS PROVIDED IN SECTION 2 OF THE
EMPLOYMENT AGREEMENT.
EMPLOYEE UNDERSTANDS AND AGREES THAT HE:
(A) IS ENTITLED TO TWENTY-ONE (21) DAYS WITHIN WHICH TO CONSIDER THIS AGREEMENT
BEFORE EXECUTING IT;
(B) HAS A FULL SEVEN (7) DAYS FOLLOWING THE EXECUTION OF THIS AGREEMENT TO
REVOKE THIS AGREEMENT AND HAS BEEN AND HERBY IS ADVISED IN