XXXXXXX XXXXXX
AUGUST 19, 2005
SEVERANCE AGREEMENT AND RELEASE
This document is an Agreement between me and 110 Media Group, Inc. (the
"Company") for me to receive certain benefits, of which I acknowledge I have
received, from the Company in exchange for a complete release.
I am entering into this Agreement in order to sever my relationship with
the Company and provide them with a complete release of any and all claims.
RELEASE
In exchange for the benefits, I hereby release and forever discharge 110
Media Group, Inc., its subsidiaries and affiliates, predecessors, and assigns
and their respective benefit and severance plans, plan administrators and
fiduciaries, representatives, present and former officers, directors,
stockholders, attorneys, agents and employees, and their heirs, executors,
administrators, successors and assigns (collectively, the Company and its
"Related Person"), from any and all rights, claims, causes of action, damages
and liabilities of every kind whatsoever, known or unknown, suspected or
unsuspected, which against them I or any of my executors, administrators,
successors or assigns ever had, now have or hereafter can, shall or may have by
reason of any matter, cause or thing whatsoever arising from the beginning of
time to the time I sign this Agreement.
This release includes, but is not limited to:
(i) Any rights or claims relating in any way to my employment relationship
with the Company, or the termination of my employment, or any rights or
claims arising under any tort, employment contract (express or implied),
public policy, whistleblower law, wrongful discharge or any other
obligation including any claims arising under
- the Age Discrimination in Employment Act of 1967, as amended, by the
Older Workers Benefit Protection Act;
- Title VII of the Civil Rights Act of 1964, as amended;
- the Civil Rights Act of 1991, as amended;
- the Civil Rights Act of 1866;
- the Americans With Disabilities Act of 1990, as amended;
- the Employee Retirement Income Security Act of 1974, as amended;
- the Family and Medical Leave Act of 1993;
- the Equal Pay Act;
- the Worker Adjustment Retraining and Notification Act;
- the National Labor Relations Act;
- the Employee Retirement Income Security Act of 1964, or
- any other federal, state or local law or ordinance (including,
without limitation, the New York State Human Rights Law, the New
York City Human Rights Law, the New Jersey Law Against
Discrimination, the conscientious Employee Protection Act, the
California Fair Employment and Housing Act, and the California Labor
Code), or
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(ii) any other rights or claims which might have been asserted by me including,
but not limited to, any claims for wages, severance, bonuses, monetary or
equitable relief or other damages of any kind, other employee fringe
benefits or attorneys' fees, and any claims arising under Company
policies, welfare or benefit plans, or other employment practices. This
release, however, will not affect my vested profit sharing savings plan
benefits or other vested benefits.
I understand that any payment or benefits provided to me under the terms
of this Agreement do not constitute an admission by the Company that it has
violated any law or legal obligation with respect to any aspect of my employment
or termination therefrom.
I also agree, to the extent consistent with applicable law, not to
initiate any legal action, charge or complaint ("Action") against the Company in
any forum whatsoever. Further to the extent any such Action has been or is
brought, I expressly waive any claim to any form of monetary or other damages or
any form of recovery or relief in connection with any such Action, or in
connection with any Action brought by a third party.
I also agree that I will not issue any communication, written or oral,
that disparages, criticizes or otherwise reflects adversely or encourages any
adverse action against the Company. I also agree that I will not divulge,
communicate, or in any way make use of any confidential or proprietary
information acquired during my employment with the Company.
I further agree that I will cooperate fully with the Company in connection
with any existing or future litigation involving the Company, whether
administrative, civil or criminal in nature, in which and to the extent the
company deems my cooperation necessary.
Upon signing this Agreement, I understand and agree that the release in
this Agreement is intended to be a full and complete waiver of all claims, if
any, which I may have and which I do not now know or suspect to exist in my
favor against the Company or any of its Related Persons and that this Agreement
extinguishes those claims. By signing below, I am making a knowing and voluntary
decision to waive and release any and all claims in exchange for the benefits
offered by the Company. This Agreement constitutes the entire agreement between
me and the Company concerning my employment and the termination of my
employment, and supersedes all prior discussions, agreements and understandings
of every kind between me and the Company.
The Company recommends that I consult with an attorney prior to signing
this Agreement.
OTHER INFORMATION
This Agreement may not be modified or amended unless authorized and agreed
to in writing, and signed by me and approved by an authorized Company Officer.
This Agreement shall be governed by the laws of the State of New York, without
reference to its choice of law rules. If any clause of this Agreement should
ever be determined to be unenforceable, it is agreed that this will not affect
the enforceability of any other clause or the remainder of this Agreement.
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I acknowledge that I have carefully read and fully understand all of the
provisions of this Agreement, and that I am entering into this Agreement freely,
knowingly and voluntarily in exchange for valuable consideration.
Xxxxxxx Xxxxxx /s/ Xxxxxxx Xxxxxx
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Print Name Signature
0 Xxxxxx Xxxx, Xxxxxxxx, XX 00000 (631) 828-2000
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Address Telephone No.
Date Signed: 8/19/05
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Company Authorization:
110 MEDIA GROUP, INC.
By: /s/ Xxxxxx Xxxxxx CFO
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Xxxxxx Xxxxxx,
Chief Financial Officer
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