Exhibit 10.11
RelationServe
Building Online Relationships, Once Customer at a Time
February 1, 2006
Xxxxxxxx Xxxx
00000 XX 00xx Xxxxxx
Xxxxx, Xxxxxxx 00000
RE: RELEASE AND EMPLOYMENT SEVERANCE AGREEMENT
Dear Xx. Xxxx:
The purpose of this letter Agreement ("Agreement") is to confirm our
mutual understanding and agreement concerning your resignation of employment
from RelationServe Media, Inc. ("Company"). The terms and conditions of this
Agreement are as set forth below:
1. You agree that you have resigned from Company effective within 48
hours upon the conclusion of the audit presently being conducted by Xxxxxx and
Kliegman, with an expected completion date of February 1, 2006.
2. If you indicate your acceptance of the terms and conditions of
this Agreement by signing and returning this letter to the undersigned signatory
for Company on or before February 2, 2006, pursuant to the terms and conditions
set forth below, you will receive payments from Company in the amount of
Twenty-five Thousand and No/100ths Dollars ($25,000.00) now and Twenty-five
Thousand and No/100ths Dollars ($25,000.00) on February 1, 2006. All of the
employee's stock options (100,000) will be fully vested upon date of
termination.
3. In consideration of the payment set forth in paragraph 2 supra
and for other good and valuable consideration, the receipt and sufficiency of
which you hereby acknowledge, you agree to the following:
a. You hereby voluntarily release and discharge all known and
unknown claims, promises, causes of action, or similar rights of any type that
you presently have or may have against or with respect to Company. The claims
which you hereby release and discharge include, but are not limited to, claims
that in any way relate to: (I) your employment with Company and/or the
resignation therefrom, such as claims for compensation, bonuses, commissions,
outstanding invoice claims, pay-in-lieu of notice, automotive expenses, lost
wages, unused accrued vacation or sick pay, reinstatement, retaliation, or any
kind of state or federal statutory, constitutional or common law claims; (II)
the design or administration of a benefit plan or any other employee benefit
program; (III) any rights you may have to severance or similar benefits or to
post-employment health or group insurance benefits; and/or (IV) any claims to
attorneys' fees or other indemnities.
XXXXXXXX XXXX
FEBRUARY 1, 2006
PAGE 2
You further understand that the claims you are releasing and discharging
may arise under differing laws, including, but not limited to, the following:
ANTIDISCRIMINATION STATUTES, such as the Age Discrimination in
Employment Act ("ADEA"); Executive Order 11141, which prohibits age
discrimination in employment; Title VII of the Civil Rights Act of 1964, as
amended, the Civil Rights Act of 1866 (42 U.S.C. ss. 1981), and Executive Order
11246, which prohibit discrimination based on race, color, national origin,
religion, or sex; all applicable state and local laws which prohibit
discrimination based on race, creed, color, national origin, ancestry, age,
marital status, disability, sex or a typical hereditary cellular or blood trait
of any kind, or because of the liability for service in the Armed Forces of the
United States or the nationality of any individual; the Equal Pay Act, which
prohibits paying men and women unequal pay for equal work; the Americans with
Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973,
which prohibits discrimination against the disabled; the Florida Civil Rights
Act of 1992; the Florida Religious Freedom Restoration Act; Florida Workers'
Compensation Law (except claims for compensation arising out of injuries); and
any other federal, state, or local laws prohibiting employment discrimination.
FEDERAL AND STATE LABOR AND EMPLOYMENT STATUTES, such as the
National Labor Relations Act; the WARN Act, which requires that advance notice
be given of certain workforce reductions; the Employee Retirement Income
Security Act of 1974, which, among other things, protects employee benefits; the
Fair Labor Standards Act of 1938, as amended, which regulates wage and hour
matters; the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA")
which requires an employer to give notice of an employee's right, if any, to
continue medical insurance at the employee's cost; the Family and Medical Leave
Act of 1993 which requires employers to provide leaves of absence under certain
circumstances; any other federal laws relating to employment, such as veterans'
re-employment; and rights and claims under federal, state or local wage and hour
laws.
OTHER LAWS, such as federal, state, or local laws restricting an
employer's right to terminate employees, or otherwise regulating employment; any
federal, state, or local law enforcing express or implied employment contracts
or requiring an employer to deal with employees fairly or in good faith; any
other federal, state, or local laws providing recourse for alleged wrongful
discharge, physical or personal injury, workers' compensation, emotional
distress, fraud, negligent misrepresentation, defamation, and similar or related
claims.
The laws referred to hereinabove include statutes, regulations,
and/or other administrative guidance, and common law doctrines.
4. You understand the word "claims" to include all actions, claims
and grievances, whether actual or potential, known or unknown, and specifically
XXXXXXXX XXXX
FEBRUARY 1, 2006
PAGE 3
but not exclusively all claims arising out of your employment with Company and
separation therefrom. All such claims (including related attorney's fees and
costs) are forever barred by this Agreement and without regard to whether those
claims are based on any alleged breach of duty arising in contract or tort or
any alleged unlawful act, including, without limitation, disability
discrimination.
5. You understand and agree that this Agreement is a release and
discharge of claims by you and does not constitute an admission by Releasees of
liability or violation of any applicable state or federal law or any rule or
regulation. Unless required by a Court or administrative agency of competent
authority, you agree and covenant that you will maintain the confidentiality of,
and not disclose, reveal, publish, disseminate, or discuss, directly or
indirectly, to or with any other person or entity the terms of this Agreement
(including whether or not any amount was paid, the amount paid, or any
information with respect to this Agreement) except to your attorney, accountant
or spouse for the purpose of obtaining advice regarding this Agreement.
You further agree that if you breach this section, you will not be
entitled to the consideration set forth in section 2 supra and that you will
make full restitution to Company of the value of the consideration described in
section 2 supra within ten (10) days after you have received written notice from
Company that you have breached this section.
6. You acknowledge that you may possess secret, confidential, or
proprietary information or trade secrets concerning the operations, future
plans, or business methods of Releasees. You promise never to use or disclose
any such information.
7. You agree to return all of Company's property in your possession
including but not limited to all keys, business files or documents
simultaneously with the delivery of this Agreement, executed on your behalf, to
Company.
8. You agree that you shall not, at any time or in any place,
knowingly seek, apply for, or accept employment with Company or any of its
subsidiaries, successors, assigns, representatives, divisions, affiliates,
partnerships and/or joint ventures.
9. You agree to refrain from taking action or making statements,
written or oral, which disparage or defame the goodwill or reputation of Company
and/or which could adversely affect the morale of Company's employees.
10. So long as you comply with all terms, provisions and conditions
of this Release and Employment Severance Agreement, Company hereby voluntary
release and discharge all known and unknown claims, promises, causes of action,
or similar rights of any type that we presently have, or may have against or
with respect to you, your heirs, executors, administrators, all persons acting
by through, under or in concert with any of them hereinafter referred to
XXXXXXXX XXXX
FEBRUARY 1, 2006
PAGE 4
collectively as "Releasees". The claims which we hereby release and discharge
include, but are not limited to claims that in anyway relate to (1) your
employment with the company and/or the resignation therefrom, such as claims for
compensation, bonuses, commissions, outstanding invoice claims, pay in lieu of
notice, automotive expenses, loss wages, unused accrued vacation or sick pay,
reinstatement, retaliation, or any other kind of state of federal statutory,
constitutional or common law claims; (2) the design or administration of any
benefit plan or any other employee benefit program; (3) any rights we may have
against you with respect to any such benefits; and/or (4) any claims to
attorneys' fees or other indemnities.
11. This Agreement is made and entered into in the State of Florida
and shall in all respects be interpreted, enforced and governed under the laws
of said State.
Should any provision of this Agreement be declared or be determined
by any court of competent jurisdiction to be wholly or partially illegal,
invalid, or unenforceable, the legality, validity, and enforceability of the
remaining parts, terms, or provisions shall not be affected thereby, and said
illegal, unenforceable, or invalid part, term, or provision shall be deemed not
to be a part of this Agreement.
Please acknowledge your agreement to the terms and conditions set
forth above by signing and dating below where indicated.
Sincerely,
RelationServe Media, Inc.
By: /s/ Xxxxx XxXxxxxx
----------------------------------------
Name Printed: Xxxxx XxXxxxxx
Title: C.E.O.
CERTIFICATION
I knowingly and voluntarily have entered into, and agreed to the
Agreement set forth above, understanding its significance and my obligations.
DATED: 2/2/06 /s/ Xxxxxxxx Xxxx
-------- ----------------------------------------
XXXXXXXX XXXX
STATE OF FLORIDA )
) SS:
COUNTY OF BROWARD COUNTY )
BEFORE ME, the undersigned authority, this day personally appeared
XXXXXXXX XXXX, who, after being first duly sworn, deposes and says that she is
the person who acknowledged and swore before me that said Release and Employment
Severance Agreement was truthful and complete to the best of her knowledge and
ability.
WITNESS my hand and seal in the County and State last aforesaid this
2nd day of January, 2006.
Notary Signature
Printed Name Xxxxxxxx Xxxxxxx
My Commission Expires:
Personally Known to Me
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Produced Identification
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Type of Identification Produced: ___________________
