Exhibit 10.2
SEVERANCE AGREEMENT AND GENERAL RELEASE
This Severance Agreement and General Release (the "Agreement") confirms the
following understandings and agreements between GSV, INC. ("Employer"), and
XXXXXXX X. XXXXXX ("Employee") concerning Employee's employment and termination
thereof.
1. Employment Status:
(a) Employee's last date of employment will be May __, 2001 (the
"Termination Date").
(b) Employee will be paid his salary through May __, 2001 in
accordance with normal payroll practices. Employee's health coverage as
currently in effect will be maintained through December 31, 2002. Thereafter,
Employee will be provided an opportunity to continue health coverage for himself
and qualifying dependents under the Employer's group health plan in accordance
with the Consolidated Omnibus Budget Reconciliation Act ("COBRA").
(c) Except as otherwise set forth in this Agreement, from and after
the Termination Date, Employee shall not be entitled to receive any further
compensation or monies from Employer or to receive any benefits or participate
in any benefit plan or program of Employer, including but not limited to, the
Employer's 401(k) Plan.
2. Severance: In recognition of the contributions of Employee from the
commencement of the business of Employer through the date hereto Employee has
been granted the severance set forth herein as follows:
The Employer will pay Employee $250,000, less applicable withholding
taxes. Such payment will be made in a lump-sum in the next payroll period
following the Effective Date (as defined in paragraph 6). The Employer shall
permit Employee continued use of the automobile leased by Employer for Employee
through the balance of the lease term of such automobile. The Employer shall be
responsible for the payment of all amounts due under the automobile lease plus
reimbursement of all operating expenses incurred by Employee in connection with
said automobile. Employee shall return the automobile to the lessor at the end
of the lease term. In addition, Employer shall maintain in effect directors and
officers liability insurance in an amount equal to the current level of such
insurance through December 31, 2002, with such insurance to cover all actions of
Employee through the Effective Date. The Employer will also pay for phone
service and internet connectivity for Employee through December 31, 2001.
3. (a) Full Release: Except for the obligations of the Employer set forth
in this Agreement, in consideration of the benefits and compensation provided in
paragraph 2 herein, Employee, for himself, his heirs, executors, administrator,
successors, and assigns (hereinafter referred to as the "Releasors") hereby
fully releases and discharges Employer, its officers, directors, employees,
agents, insurers, underwriters, subsidiaries, parents, affiliates, successors or
assigns (all such persons, firms, corporations and entities being deemed
beneficiaries hereof and are referred to herein as the "Releasees") from any and
all actions, causes of action, claims, obligations, costs, losses, liabilities,
damages,
attorneys' fees, and demands of whatsoever character, whether or not known,
suspected or claimed, which the Releasors have, or hereafter may have, against
the Releasees by reason of any matter, fact or cause whatsoever from the
beginning of time to the date of this Agreement, including, without limitation,
all claims arising out of or in any way related to Employee's employment or the
termination of his employment.
This Agreement of Employee shall be binding on the executors, heirs,
administrators, successors and assigns of Employee and shall inure to the
benefit of the respective executors, heirs, administrators, successors and
assigns of the Releasees.
(b) For and in consideration of the release set forth in clause (a)
above, Employer, for and on behalf of the Releasees, releases Employee from any
and all actions, causes of action, claims, obligations, costs, losses,
liabilities, damages, attorneys' fees, and demands of whatsoever character,
whether or not known, suspected or claimed, which the Employer has, or hereafter
may have, against Employee by reason of any matter, fact or cause whatsoever
from the beginning of time to the date of this Agreement, including, without
limitation, all claims arising out of or in any way related to Employee's
employment or the termination of his employment.
4. Confidentiality: Employee agrees that the terms of this Agreement have
been and shall be held strictly confidential by him and his attorneys and
accountants, except as required by law, including federal securities law or by
court order, and that he shall not, and shall instruct his attorneys and
accountants not to disclose any such information, orally or in writing, to
anyone else, including without limitation, any past, present or future employee
or agent of the Employer.
5. Waiver of Rights Under Other Statutes: Employee understands that his
Agreement includes the waiver of claims and rights Employee may have under other
applicable statutes, including without limitation, Title VII of the Civil Rights
Act of 1964; the Civil Rights Act of 1991; the Employee Retirement Income
Security Act; the Equal Pay Act; the Rehabilitation Act of 1973; the Americans
with Disabilities Act; the Family and Medical Leave Act; the New Jersey Family
Leave Act; the New Jersey Law Against Discrimination; the Fair Labor Standards
Act; the New Jersey Wage and Hour Act; and/or the New Jersey Conscientious
Employee Protection Act, and any and all amendments to any of same.
6. Waiver of Rights Under the Age Discrimination in Employment Act:
Employee understands that this Agreement, and the release contained herein,
waives claims and rights Employee might have under the Age Discrimination in
Employment Act ("ADEA"). The monies and other benefits offered to Employee in
this Agreement are in addition to any sums or benefits that Employee would be
entitled without signing this Agreement. For a period of seven (7) days
following execution of this Agreement, Employee may revoke the terms of this
Agreement by a written document received by Employer on or before the end of the
seven (7) day period (the "Effective Date"). The Agreement will not be effective
until said revocation period has expired. Employee acknowledges that he has been
given up to twenty-one (21) days to decide whether to sign this Agreement.
Employee has been advised to consult with an attorney prior to executing this
Agreement.
7. Return of Property: Employee agrees to return to the Employer all
Employer property, including without limitation, computer hardware, software,
credit cards, door and file keys, computer access codes or disks, and other
physical or personal property which Employee received or prepared or helped
prepare in connection with his employment with Employer. Employer recognizes
that Employee states that he has returned all Employer property in his
possession.
8. No Disparagement:
(a) Employee agrees that he shall not make, or cause to be made, any
statement or communicate any information (whether oral or written) that
disparages or reflects negatively on Employer. Nothing herein shall preclude
Employee from complying with a subpoena or other lawful process.
(b) Employer agrees that it shall not make, or cause to be made, any
statement or communicate any information (whether oral or written) that
disparages or reflects negatively on Employee. Employer also agrees that it
shall not interfere with Employee's efforts to obtain subsequent employment.
Nothing herein shall preclude Employer from complying with a subpoena or other
lawful process.
9. No Suit: Employee represents that he has not filed or permitted to be
filed against the Employer or any of the other Releasees, individually or
collectively, any lawsuits, and he covenants and agrees that he will not do so
at any time hereafter. Employee will not voluntarily participate in any judicial
proceeding against any of the Releasees that in any way involve the allegations
and facts that he could have raised against any of the Releasees in any forum as
of the date hereof. Employee agrees that he will not encourage or cooperate with
any other current or former employee of Employer or any potential plaintiff to
commence any legal action or make any claim against the Employer or against the
Releasees in respect of such persons employment with the Employer or otherwise.
10. Entire Agreement: Except as otherwise set forth herein, this Agreement
sets forth the entire agreement between the parties relating to the subject
matter hereof. This Agreement may not be changed orally but changed only in a
writing signed by both parties.
11. Miscellaneous:
(a) This Agreement shall be governed in all respects by laws of the State
of New Jersey.
(b) Neither the Employer nor the Employee shall issue a press release
announcing the termination of Employee's employment without the prior approval
of the other party.
(c) Employer will not interfere in any way with Employee's ability to sell
or otherwise transfer Employee's shares of Employer's stock, except that
Employee agrees that he will not sell any shares owned by him for a period of
six months from the date hereof.
(d) In the event that any one or more of the provisions of this Agreement
is held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions will not in any way be affected or
impaired thereby. Moreover, if any one or more of the provisions contained in
this Agreement is held to be excessively broad as to duration, scope, activity
or subject, such provisions will be construed by limiting and reducing them so
as to be enforceable to the maximum extent compatible with the applicable law.
(e) The paragraph headings used in this Agreement are included solely for
convenience and shall not affect or be used in connection with the
interpretation of this Agreement.
IN WITNESS THEREOF, Employer and Employee have executed this Severance
Agreement and General Release on this 4th day of May, 2001.
GSV, INC.
By:_______________________________
__________________________________
XXXXXXX X. XXXXXX
