EXHIBIT 10.1
EMPLOYMENT SEPARATION AGREEMENT
E-Rail
Logistics, Inc.
("E-Rail"), a
wholly-owned subsidiary of Chartwell
International, Inc. ("Chartwell") ("E-Rail" and "Chartwell," collectively
referred to herein as the "Company") and
Christopher
Davino (the
"Employee"),
agree as follows, as of the 1st day of
December, 2005:
1. Employment. The Employee's employment as President of E-Rail and as an
employee of the Company was terminated, effective the end of the workday,
December 1, 2005 ("Termination Date"). The Employee is required
to complete the
Company's exit interview on the
Termination
Date. The Company and
the Employee
agree to sever their employment relationship and terminate the Employment
Agreement by and between E-Rail and the Employee
dated as of September
8, 2005
(the "Employment Agreement") pursuant to the terms and
conditions set forth in
this Employment Separation Agreement
("Agreement").
2. Position; Scope of
Employment. The
Employee shall cease functioning in the
position of President for E-Rail and shall
cease to be an employee for E-Rail in
any capacity, effective on the Termination
Date.
3. Stock and Legal Invoices.
As part consideration
for the termination of the
Employment Agreement, the Company agrees that common
stock of Chartwell issued
directly or indirectly to the Employee pursuant to the Agreement and Plan of
Merger through which E-Rail was acquired
by Chartwell dated as
of September 8,
2005, and conditioned upon Employee entering into, and not breaching
the terms
and conditions of the Employment
Agreement ("Merger Stock"), shall be held by
the Employee free and clear of any right,
title or interest that the Company may
possess.
4. Release of Liability. The Employee acknowledges that he enters this
Agreement freely and voluntarily, and
agrees as follows:
4.1.
ADEA Waiver.
The Employee acknowledges that he is knowingly and
voluntarily waiving and releasing any
rights the Employee may have under the Age
Discrimination in Employment Act of 1967,
as amended ("ADEA"). The Employee also
acknowledges that the consideration given
for the waiver and release pursuant to
this Agreement is in addition to anything of
value to which the
Employee was
already entitled.
4.2.
Mutual General Release. The Employee hereby irrevocably and
unconditionally releases and forever discharges the Company and all of its
officers, agents, directors, supervisors,
employees,
representatives and
their
successors and assigns and all persons
acting by, through,
under or in
concert
with any of them from any and all charges, complaints, grievances, claims,
actions, and liabilities of any kind
(including
attorneys'
fees, interest,
expenses and costs actually incurred) of any nature whatsoever, known or
unknown, suspected or unsuspected
(hereinafter referred to as "Claims"), which
the Employee has or may have in the future, arising out of the Employee's
employment with the Company or the
Employment
Agreement.
All such Claims
are
forever barred by this Agreement and
without regard to whether these Claims are
based on any alleged breach of duty arising in contract or tort, any alleged
employment discrimination or other unlawful
discriminatory act, or any claim or
cause of action regardless of the forum in which it may be
brought, including
without limitation, claims under the National Labor
Relations Act, Title VII of
the Civil Rights Act of 1964, as amended,
the Civil Rights Act
of 1991, the Age
Discrimination in Employment Act of 1964, as amended, the Americans With
Disability Act, the Federal Family and Medical Leave Act of
1993, the Vietnam
Era Veterans Readjustment Assistance Act of 1974, any allegation of wrongful
termination and any claim arising under the
laws of the states of New York, New
Jersey, Nevada or West Virginia.
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The Company hereby irrevocably and unconditionally releases and forever
discharges the Employee from any and all charges, complaints, grievances,
claims, actions, and liabilities of any kind (including attorneys' fees,
interest, expenses and costs actually
incurred) of any nature whatsoever, known
or unknown, suspected or unsuspected,
which the Company has
or may have in the
future, arising out of the Employee's employment with the Company or the
Employment Agreement.
5. Payment of Salary. Vacation and sick leave ceased accruing on the
Termination Date. The Employee acknowledges
and represents that with the payment
of November 2005 salary, the Company has paid all salary, wages, bonuses,
accrued vacation, commissions and any and
all other benefits due to Employee.
6. Business Expenses. Within five (5) business days of
the Termination Date,
Employee will submit his final documented expense reimbursement statement
reflecting all business expenses incurred from September 8, 2005 through the
Termination Date for which he seeks
reimbursement.
The Company will
reimburse
the Employee pursuant to its regular business
practice. The Employee has been
reimbursed for all business expenses, in accordance with the Company's
reimbursement policy.
7. Confidential Information.
The Employee
acknowledges that during the course
of his duties with the Company, he handled confidential information of the
Company and its affiliates. The Employee agrees he will retain
in the strictest
confidence all confidential matters which relate to the Company or its
affiliates, including, without limitation, pricing lists, business plans,
financial projections and reports, business strategies, internal operating
procedures and other confidential business information from which the
Company
derives an economic or competitive advantage or from which the Company
might
derive such advantage in its business, whether or not labeled "secret" or
"confidential," and not to disclose directly or
indirectly or use by him in any
way, at any time, except as permitted by
law.
8. Trade Secrets. The Employee
shall not disclose to any others or take or use
for the Employee's own purposes or purposes of any
others at any time,
any of
the Company's trade secrets, inc
