Severance Benefits Agreement between Gensym Corporation and Robert Moore

Summary

Gensym Corporation and Dr. Robert Moore entered into an agreement providing severance benefits if Dr. Moore is terminated without cause. If this occurs, he will receive twelve months of base salary, with the possibility of up to six additional months of salary if he remains unemployed. The company will also continue paying its share of his group medical insurance premiums for twelve months. Severance benefits are not available if Dr. Moore resigns, is terminated for cause, or due to death or disability. The agreement does not alter the at-will nature of his employment.

EX-10.16 3 0003.txt SEVERANCE AGREEMENT Exhibit 10.16 [LOGO OF GENSYM] October 29, 1999 Dr. Bob Moore Gensym Corporation 125 CambridgePark Drive Cambridge, MA 02140 Dear Bob: On behalf of the Board of Directors, I am pleased to inform you that the Board has today voted to amend the Severance Benefits Agreement previously provided to you, as follows: 1) the period of six months base salary continuation is extended to twelve months; and 2) your base salary continuation will be extended for up to an additional six months unless or until you have begun new employment. We will prepare an appropriately edited version of the agreement for review by you and your attorney. Sincerely, /s/ Lowell Hawkinson Lowell Hawkinson Chairman and CEO /lb cc: John Shane Nick Stone Gensym Corporation 125 CambridgePark Drive, Cambridge, MA 02140 U.S.A. Telephone: (617) 547-2500 Fax: (617) 547-1962 SEVERANCE BENEFITS AGREEMENT ---------------------------- This SEVERANCE BENEFITS AGREEMENT (the "Agreement"), made this 29th day of October, 1999 is entered into by and between Gensym Corporation, with its principal place of business in Cambridge, Massachusetts (the "Company"), and Robert Moore (the "Executive") (together, the "parties"). WHEREAS, the Company wishes to provide the Executive with severance benefits in the event of the Executive's separation from the Company under the circumstances provided for herein; NOW, THEREFORE, in consideration of the Executive's continued employment by the Company and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Eligibility for Severance Benefits. In the event the Executive is ---------------------------------- discharged from employment by the Company without cause, as that term is defined in Paragraph 3 below, the Executive shall be entitled to the following severance benefits: a. Severance Pay. The Company shall pay the Executive severance pay ------------- in an aggregate amount which is equivalent to twelve (12) months of the Executive's annual base salary in effect on the last day of the Executive's employment with the Company ("Separation Date") or on the date of this Agreement, whichever is greater, less all applicable state and federal taxes. The severance pay will be paid to the Executive in installments in accordance with the Company's regular payroll practices. After twelve months, this severance pay will continue in installments at the same rate for up to an additional six (6) months unless or until you have new employment after your separation from the Company. b. COBRA Benefits. Effective as of the Separation Date, the ' -------------- Executive shall be considered to have elected to continue receiving group medical insurance pursuant to the federal "COBRA" law, 29 U.S.C. (S)1161 et seq. -- --- For a period of twelve (12) months after the Separation Date (the "COBRA Benefits Period"), the Company shall continue to pay the share of the premium for such coverage that is paid by the Company for active employees similarly-situated to the Executive who receive the same type of group medical insurance coverage. The Executive shall pay the remaining balance of any premium costs, and all premium costs after the COBRA Benefits Period, on a monthly basis for as long as, and to the extent that, the Executive remains eligible for COBRA continuation. 2. Severance Benefits Unavailable. The Executive shall not be entitled to ------------------------------ any severance benefits if the Executive's employment with the Company is ended under any of the following circumstances: a. Termination for Cause. The Executive's employment is terminated --------------------- by the Company for cause, as that term is defined in Paragraph 3 below; b. Termination for Death or Disability. The Executive's employment ----------------------------------- is terminated as a result of the Executive's death, or because of the Executive's physical or mental disability which renders the Executive unable to perform the essential functions of the Executive's job for a period of more than 90 days, whether or not consecutive, during any 360-day period. A determination of disability shall be made by a physician satisfactory to both the Executive and the Company, provided that if the Executive and the Company do not agree on -------- ---- a physician, the Executive and the Company shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be binding on all parties; C. Resignation. The Executive provides the Company with oral or ----------- written notice of resignation from employment with the Company. 2 3. Cause. For purposes of this Agreement, "cause" for termination shall ----- be deemed to exist upon (a) a good faith finding by the Company of the failure of the Executive to perform his assigned duties for the Company, dishonesty, gross negligence or misconduct, or (b) the conviction of the Executive of, or the entry of a pleading of guilty or nolo contendere by the Executive to, any crime involving moral turpitude or any felony. 4. Employment at Will. Nothing in this Agreement may be construed or ------------------ interpreted as an agreement, either expressed or implied, to employ the Executive for any stated term, and shall in no way alter the at-will nature of the Executive's employment with the Company, allowing both the Executive and the Company to terminate the employment relationship with or without cause at any time without notice. 5. Entire Agreement. This Agreement contains and constitutes the entire ---------------- understanding and agreement between the parties hereto with respect to severance benefits and cancels all previous oral and written negotiations, agreements, commitments, understandings and writings in connection therewith. 6. Amendment. This Agreement shall be binding upon the parties and may --------- not be abandoned, supplemented, changed or modified in any manner, orally or otherwise, except by an instrument in writing of concurrent or subsequent date signed by a duly authorized representative of the parties hereto. This Agreement is binding upon and shall inure to the benefit of the parties and their respective agents, assigns, heirs, executors, successors and administrators. 7. Validity. Should any provision of this Agreement be declared or be -------- determined by any court of competent jurisdiction to be illegal, invalid or unenforceable, the validity of the remaining parts, terms, or provisions shall not be affected thereby and said illegal, invalid or unenforceable part, term or provision shall be deemed not to be a part of this Agreement. 3 8. Applicable Law. This Agreement shall be governed by and interpreted -------------- under the laws of the Commonwealth of Massachusetts, without regard to conflict of laws provisions, and is binding upon and shall inure to the benefit of the parties and their respective agents, assigns, heirs, executors, successors and administrators. The Executive hereby irrevocably submits to, acknowledges and recognizes the jurisdiction of the state and federal courts of Massachusetts (which courts, together with all applicable appellate courts, for purposes of this Agreement, are the only courts of competent jurisdiction) over any suit, action, or other proceeding arising out of, under or in connection with this Agreement. 9. Voluntary Assent. The Executive affirms that no other promises or ---------------- agreements of any kind have been made to or with him by any person or entity whatsoever to cause him to sign this Agreement, and that he fully understands the meaning and intent of this Agreement. The Executive states and represents that he has had an opportunity to fully discuss and review the terms of this Agreement with an attorney. The Executive further states and represents that he has carefully read this Agreement, understands the contents herein, freely and voluntarily assents to all of the terms and conditions hereof, and signs his name of his own free act. 10. Counterparts. This Agreement may be executed in two (2) signature ------------ counterparts, each of which shall constitute an original, but all of which taken together shall constitute but one and the same instrument. 4 IN WITNESS WHEREOF, all parties have set their hand and seal to this Agreement as of the date written above. /s/ Robert Moore Date: 10/29/99 - ------------------------------ ----------------------------- Robert Moore GENSYM CORPORATION By its duly authorized agent /s/ Lowell B. Hawkson Date: 10/29/99 - ------------------------------ ------------------------------ Lowell B. Hawkson Chairman & CEO - ------------------------------ Title: 5