Exhibit 10.1
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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,