SEPARATION AND GENERAL RELEASE AGREEMENT
This
Separation and General Release Agreement (the “Agreement”) is made by and
between Xxxxxx X. Xxxxxx (hereinafter “Xxxxxx”) and Conihasset Capital Partners,
Inc., a Delaware corporation with a principal place of business at Xxx
Xxxxxxxxxxxxx Xxxxx, 00xx
Xxxxx,
Xxxxxx, Xxxxxxxxxxxxx 000000 (hereinafter
the “Company”).
WHEREAS,
Xxxxxx has been employed as an executive by the Company; and
WHEREAS,
the Company and Xxxxxx have decided to end their employment relationship due
to
corporate restructuring under the terms and conditions hereinafter set
forth;
NOW,
THEREFORE, for and in consideration of the mutual promises set forth below,
and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:
1. Separation
from Company/Payment of All Monies Through Separation Date.
Xxxxxx’x
separation as an officer and employee of the Company will be effective as of
May
18, 2007 (“Separation Date”). All of Xxxxxx’x accrued and unpaid salary and/or
other compensation owed to him, which totals $45,000.00, and all benefits in
connection with his employment, will be paid through the Separation Date. The
Company will also reimburse Xxxxxx for any and all legitimate and reasonable
open and unpaid expenses owed to Xxxxxx as of the Separation Date, which amount
totals $734.08. Xxxxxx understands and agrees that he has no right or obligation
to perform any services for the Company after the Separation Date.
2. Resignation
from Board of Directors.
Xxxxxx
hereby resigns any and all positions he has held in the Company’s board of
directors as of the Separation Date.
3. Stock/Options.
In
addition to 11,500 shares of the Company’s stock previously issued to Xxxxxx,
the Company acknowledges the issuance of options to Xxxxxx to acquire 40,000
shares of the Company’s common stock at a price of $2.67 per share (the “Xxxxxx
Options”) awarded on March 15, 2007. The terms and conditions of the Xxxxxx
Options will be as set forth in the Option Agreement, a copy of which will
be
provided to Xxxxxx, which terms are no less favorable than those granted the
officers and directors of the Company. The Company will include the shares
of
the Company’s stock underlying the Xxxxxx Options in the Company’s proposed S-8
filing.
4. Cessation
of Salary and Benefits as of Separation Date.
Except
as
otherwise provided in this Agreement, Xxxxxx will not be eligible for any
additional salary, benefits, stock or ownership shares in the Company, stock
option grants, and/or any other compensation of any kind from the Company or
any
of its subsidiaries or affiliates following the Separation Date.
5. Continued
Payments After Separation Date.
In
exchange for executing and not revoking this Agreement, Xxxxxx will continue
to
receive his final regular salary from the Company, minus all lawful and
customary withholdings, for a period of four (4) months after the Separation
Date. Such payments will commence on the first pay period which occurs following
the eighth (8th)
day
after Xxxxxx’x execution of this Agreement. In the event that Xxxxxx dies prior
to payment in full, the balance shall be remitted to Xxxxxx’x estate or
beneficiaries.
6. Mutual
Release of Claims.
Xxxxxx
agrees not to seek or accept monetary damages, personal restitution, or
equitable or injunctive relief from the Company or anyone connected with it
for
any reason. In other words, Xxxxxx remises and quitclaims unto, and forever
discharges and releases the Company, its owners, co-venturers, subsidiaries,
affiliates, and all related persons, organizations, and entities, and their
respective current and former directors, officers, employees, board members,
successors and assigns (hereinafter collectively referred to as the
“Releasees”), from any and all claims, actions, causes of action, grievances,
complaints, arbitrations, suits, proceedings, debts, controversies, attorney
fees, judgments, demands, liabilities, obligations, promises, and damages
whatsoever, in law or equity, which he ever had, now has, or shall have as
of
the date of this Agreement. This includes, but is not limited to, the right
to
seek or accept monetary damages, personal restitution, or equitable or
injunctive relief for any alleged violation of the Civil Rights Act of 1871,
42
U.S.C. Section 1983; Title VII of the Civil Rights Act of 1964, 42 U.S.C.
Sections 2000e et seq.;
the Age
Discrimination in Employment Act, including the Older Workers Benefit Protection
Act amendments thereto, 29 U.S.C. Sections 621 et seq.;
the
Americans with Disabilities Act, 42 U.S.C. Sections 12101 et seq.;
the
Equal Pay Act of 1990, 29 U.S.C. Section 206; the Family and Medical Leave
Act,
29 U.S.C. Sections 2601 et seq.;
the
Employee Retirement Income Security Act, 29 U.S.C. Sections 301 et seq.;
the
Massachusetts Unlawful Discrimination Because of Race, Color, Religious Creed,
National Origin, Ancestry or Sex Law, Mass. Gen. Laws Annotated, Chapter 151B,
Sections 1 et seq.;
the New
Jersey Law Against Discrimination, New Jersey Statutes, Title 10, Chapter 5,
Sections 10:5-1 et seq.;
any
alleged breach of any prior agreement, understanding or contract between the
parties relating to Xxxxxx’x employment by the Company; or any other alleged
violation of any local, state or federal law, regulation, rule of law, or
ordinance having any connection whatsoever with Xxxxxx’x employment with the
Company, or the termination of such employment. Xxxxxx intends this provision
to
be all-encompassing and to act as a full and total release of any claims he
may
have against the Company and/or any other Releasee, whether or not specifically
referred to herein, as of the date of this Agreement.
The
Company similarly remises and quitclaims unto, and forever discharges and
releases Xxxxxx and his heirs, successors and assigns from any and all actions,
causes of action, complaints, claims, charges, debts, grievances, arbitrations,
liabilities, obligations, promises, actions, suits, demands, attorneys’ fees,
costs or expenses of any nature, known or unknown, in law or in equity, that
it
ever had, now has, or in the future may have with respect to or in any way
related to Xxxxxx’x prior employment with the Company and/or Xxxxxx’x service as
an officer of the Company and/or as a member of the Company’s board of
directors.
7. Return
of Company Property.
Xxxxxx
represents that he has returned to the Company any and all property of the
Company in his possession or control, including, but not limited to, any and
all
instruction manuals, customer and/or supplier lists and other documents relating
to the Company’s operations, and any copies thereof. If Xxxxxx has not done so,
he agrees to do so immediately.
8. No
Disparagement/References.
Xxxxxx
promises and agrees that he will not disparage or otherwise harm the interests
or reputation of the Company and/or any of the Releasees. The Company and/or
any
of the Releasees promise and agree that they will not disparage or otherwise
harm the interests or reputation of Xxxxxx. The Company agrees to provide a
favorable reference letter to Xxxxxx for his use in attempting to secure new
employment and will provide similar favorable references if and when it is
contacted by prospective employer(s) of Xxxxxx.
9. Indemnification.
The
Company hereby agrees to indemnify, defend (including payment of attorney’s fees
and costs) and hold Xxxxxx harmless against any and all claims, causes of
action, lawsuits, proceedings, damages, fees and costs with respect to any
matter, incident, or issue arising out of Xxxxxx’x official duties as an
employee, officer or director of the Company, including any claims that may
arise concerning which Xxxxxx had no involvement.
10. Unemployment
Benefits.
The
Company will not contest any application Xxxxxx may make for unemployment
benefits.
11. No
Admission of Liability or Wrongdoing.
Xxxxxx
and the Company both agree and understand that nothing contained in this
Agreement may be or is to be construed as an admission by either party or any
Releasee of any liability or unlawful conduct whatsoever.
12. Voluntary
Agreement.
(a) Xxxxxx
recognizes and understands that this Agreement is a legal document and he is
advised to consult with an attorney before signing it. Xxxxxx understands that
he has twenty (21) days from the date on which he received this Agreement to
consider whether or not to sign it. Xxxxxx may revoke this Agreement at any
time
within seven (7) days after he signs it. This Agreement will take effect after
seven (7) days have passed from the date on which Xxxxxx signs. To revoke this
Agreement, Xxxxxx must deliver written notice of such revocation within seven
(7) days after he signs the Agreement to the Company’s attorney, Xxxxxxx X.
Xxxxxxxx, Esq., at the following address: Xxxxx Xxxxxxx & Xxxxxxx P.C., Xxx
Xxxxxxxx Xxxxx, 0xx
Xxxxx,
Xxxxxxxxxx, Xxxxx Xxxxxx 00000.
(b)
Xxxxxx
acknowledges that the benefits to be provided to him as described in this
Agreement represent a benefit to which he would not otherwise have been entitled
had he not entered into this Agreement. Xxxxxx further acknowledges that he
understands the terms of this Agreement and agrees that he has voluntarily
and
in good faith executed this Agreement.
13. Entire
Agreement.
Each
party recognizes, understands and agrees that all statements contained herein
constitute the sole and complete Agreement between the parties and that this
Agreement fully supersedes any and all prior agreements or understandings
between the parties. Each party also agrees and understands that this Agreement
cannot be orally changed and that any modification to this Agreement must be
in
writing and signed by both an authorized representative of the Company and
Xxxxxx.
14. Validity
and Separability/Section Headings.
The
invalidity of all or any part of any section of this Agreement shall not render
invalid the remainder of this Agreement or the remainder of such section. If
any
provision of this Agreement is so broad as to be unenforceable, it is expressly
intended by the parties hereto that such provision shall be interpreted to
be
only so broad as is enforceable. Section headings are for the convenience of
the
parties only and shall not be construed to be part of this
Agreement.
[remainder
of page intentionally left blank]
IN
WITNESS WHEREOF, the parties have signed and executed the
foregoing.
| XXXXXX X. XXXXXX | CONIHASSET CAPITAL | ||
| PARTNERS, INC. | |||
| /s/ Xxxxxx X. Xxxxxx | May 24, 2007 | /s/ Xxxxxxx X. Xxxxxx | |
|
Signature |
(Date)
|
Xxxxxxx X. Xxxxxx |
|
| President and Chief Executive Officer | |||
| Date: May 24, 2007 | |||
| Witness | Witness |
