SEPARATION AND RELEASE OF CLAIMS AGREEMENT
Exhibit 10.2
This Separation and Release of Claims Agreement ("Agreement") entered into this 25th day of June 2013 (the "Execution Date") by and between Santeon Group Inc., a Delaware corporation on behalf of itself, its subsidiaries and other corporate affiliates and each of their respective employees, officers, directors, owners, shareholders and agents (collectively referred to herein as, the "Santeon"), and Xxxxx Xxxxx who resides at 00000 Xxxxxx Xxxxx, Xxxxxxxx XX 00000 (the "Employee") (Santeon and the Employee are collectively referred to herein as the "Parties").
The Employee's last day of employment with Santeon is June 14, 2013 (the "Separation Date"). After the Separation Date, the Employee will not represent himself as being an employee, officer, attorney, agent or representative of Santeon for any purpose. Except as otherwise set forth in this Agreement, the Separation Date will be the employment termination date for Employee for all purposes, meaning Employee will no longer be entitled to any further compensation, monies or other benefits from Santeon including coverage under any benefits plans or programs sponsored by Santeon unless otherwise stated herein.
The Employee specifically represents, warrants and confirms that:
a.
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he has no claims, complaints or actions of any kind filed against Santeon with any court of law, or local, state or federal government or agency;
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b.
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he has been properly paid for all hours worked for Santeon, and that all commissions, bonuses and other compensation due to him has been paid with the exception of (i) the outstanding the unpaid salary accrued in the financial years 2010 and 2011 in the sum of $122,036.30 (which is the sum of the unpaid salary less payments made). The sum of which shall be paid to Employee in twenty (20) installments, nineteen (19) in the sum of $6,101.82 and one (1) in the sum of $6,101.72 in accordance with the normal biweekly pay periods less all federal and state tax and other statutory withholdings; and (ii) the business-related expenses in the sum of $2,060.94 that will be reimbursed immediately following execution of this Separation Agreement; and
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c.
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he has not engaged in, and is not aware of, any unlawful conduct in relation to the business of Santeon. If any of these statements are not true, the Employee cannot sign this Agreement and must notify Santeon immediately, in writing, of the statements that are not true. Such notice will not automatically disqualify the Employee from receiving these benefits, but will require Santeon review and consideration.
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2.
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a.
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Employee shall receive the amount equal to twenty-five per cent (25%) of his actual earnings for the financial year 2012, which is equal to the sum of $43,269.25. This amount shall be paid in twenty installments (nineteen (19) in the sum of $2,163.46 and one (1) in the sum of $2,163.51) and shall be subject to all federal and state tax and other statutory withholdings;
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b.
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If the Employee timely and properly elects COBRA continuation coverage under Santeon’s health plan, the Employee shall only be required to pay fifty percent (50%) of the coverage rates, as in effect from time to time, until December 31, 2013 unless otherwise terminated earlier by Employee. At the conclusion of this covered period, the Employee shall be eligible to continue his coverage, pursuant to COBRA, and shall be responsible for the entire COBRA premium for the remainder of the applicable COBRA continuation period.
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c.
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Employee’s stock options granted under the 2012 Santeon Employee Incentive Stock Option Plan shall be subject to accelerated vesting and shall immediately vest on the Execution Date subject to Employee undertaking to exercise the options within 90 days of the Execution Date.
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d.
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Upon the Employee's signed request, Santeon will provide the Employee and/or a prospective employer written confirmation of the Employee's employment with Santeon including his dates of employment and salary information.
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5.
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Knowing and Voluntary Acknowledgement. Employee specifically agrees and acknowledges that:
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a.
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Employee has read this Agreement in its entirety and understands all of its terms;
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b.
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Employee has been advised of and has availed himself of his right to consult with his attorney prior to executing this Agreement;
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c.
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Employee knowingly, freely and voluntarily assents to all of its terms and conditions including, without limitation, the waiver, release and covenants contained herein; Employee is executing this Agreement, including the waiver and release, in exchange for good and valuable consideration in addition to anything of value to which he is otherwise entitled;
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d.
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Employee is not waiving or releasing rights or claims that may arise after his execution of this Agreement; and
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e.
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Employee understands that the waiver and release in this Agreement is being requested in connection with the cessation of his employment with Santeon.
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7.
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Successors and Assigns.
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a. Assignment by the Employer. To the extent permitted by state law, Santeon may assign this Agreement to any subsidiary or corporate affiliate, or to any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of Santeon. This Agreement shall inure to the benefit of Santeon and its permitted successors and assigns.
b. No Assignment by the Employee. The Employee may not assign this Agreement or any part hereof. Any purported assignment by the Employee shall be null and void from the initial date of purported assignment.
8.
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Governing Law: Jurisdiction and Venue. This Agreement, for all purposes, shall be construed in accordance with the laws of the state of Delaware without regard to conflicts-of-law principles. Any action or proceeding by either of the Parties to enforce this Agreement shall be brought only in any state or federal court located in the state of Delaware. The Parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.
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11.
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Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the Parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement.
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The Parties further agree that any such court is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement or by making such other modifications as it deems warranted to carry out the intent and agreement of the Parties as embodied herein to the maximum extent permitted by law.
The Parties expressly agree that this Agreement as so modified by the court shall be binding upon and enforceable against each of them. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had not been set forth herein.
12.
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13.
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16.
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Notice. Employee agrees to notify any subsequent employer of the restrictive covenants referenced in this Agreement.
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17.
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The parties hereby agree to negotiate in good faith the terms of a consulting agreement.
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SIGNATURE PAGE FOLLOWS
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Execution Date above.
SANTEON GROUP INC.
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By:
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/s/ Xxxxxx X. Xxxxxx | |
Name: |
Xxxxxx X. Xxxxxx
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Title: |
Chairman and CEO
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EMPLOYEE | |||
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Signature:
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/s/ Xxxxx Xxxxx | |
Print Name: | Xxxxx Xxxxx | ||