TERMINATION OF EMPLOYMENT
AGREEMENT AND GENERAL RELEASE OF
ALL KNOWN AND UNKNOWN CLAIMS
This
Termination of Employment Agreement and General Release of All
Known and Unknown Claims (the “ Agreement ”) is
made and entered into effective as of February 28, 2006 (the
“ Effective Date ”), by and between Who’s
Your Daddy, Inc. (formerly Snocone Systems Inc.), a Nevada
corporation (referred to in this Agreement as the “
Company ”) and Mark De Mattei (referred to in this
Agreement as the “ Executive ”). The Company and
the Executive are hereinafter collectively referred to as the
“ Parties ,” and individually referred to as a
“ Party .”
RECITALS
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A.
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The Executive was employed by the
Company pursuant to an employment agreement dated December 27, 2005
that replaced the employment agreement previously signed on June
12, 2005 (the “ Employment Agreement ”);
and
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B.
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The Executive and the Company
agree to resolve any and all disputes regarding Executive’s
employment, the Employment Agreement, and his separation from the
Company.
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AGREEMENT
In
consideration of the foregoing Recitals and the mutual promises and
covenants herein contained, and for other good and valuable
consideration, the Parties, intending to be legally bound, agree as
follows:
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1.
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TERMINATION OF
EMPLOYMENT . The
Company and Executive agree that Executive’s employment with
the Company ended on January 12, 2006, the date of
Executive’s written resignation from the Company . The
Parties further agree that the Employment Agreement will terminate
on that date.
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2.
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EMPLOYMENT AGREEMENT
PROVISIONS . The
Executive agrees that he has been paid in full for all services
rendered to the date of termination of his Employment Agreement and
he waives the right to any and all future payments in the form of
salary, gross revenue payments, product payments, warrants,
commissions, or additional compensation. The Company does not hold
the Executive liable for any payments made by the Company to the
Executive and hereby releases any obligation of the Executive to
repay these payments to the Company.
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The Company has paid the
Executive’s health care benefits up to the date of the
Executive’s resignation. The Executive will forgo the
continued coverage under COBRA.
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The Company and Executive agree
to the cancellation of the voting preferred stock issued to the
Executive, as well as any and all warrants issued or to be issued
pursuant to the employment agreement.
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3.
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EXECUTIVE’S RELEASE
AND PROMISES . As
consideration for the Company’s promises as contained in this
Agreement, Executive agrees as follows:
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(1)
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Executive on behalf of himself
and all of his heirs, assigns, legal representatives,
successors-in-interest, or any person claiming through him agrees
to release and discharge any claim, charge, complaint, demand,
dispute or liability of any kind that relates to or involves his
employment by the Company, the Employment Agreement, the
termination of the Employment Agreement and/or his separation from
the Company. The claims being released by Executive include, but
are not limited to, any and all claims for pay, benefits, damages,
fees and costs, or any other relief that may be or could have been
asserted in any legal or administrative proceeding under federal
law, including, but not limited to, the Age Discrimination in
Employment Act of 1967, as amended, 29 U.S.C.A. §§621 et
seq., Title VII of the Civil Rights Act of 1964, as amended, 42
U.S.C.A. §§2000 et seq., 42 U.S.C.A. §§l981,
the Americans With Disabilities Act, as amended, 42 App. U.S.C.A.
§§ 12101 et seq., the Family and Medical Leave Act, 29
U.S.C.A. §§2611 et seq., the Executive Retirement Income
Security Act of 1974, as amended, 29 App. U.S.C.A. §§
1.001 et seq.; or under any state or local statute or regulation,
Act or law similar to the federal laws; or any claim for tortious
conduct, including, but not limited to, defamation or slander,
infliction of emotional distress, negligence, interference with
contract or for breach of contract or equitable relief.
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In short, Executive knowingly and
voluntarily releases any and all claims he has had or may have
against the Company, the subsidiaries and affiliated companies
(“Related Entities”) and affiliated person of the
Company or of any of the Related Entities (“Related
Persons”).
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(2)
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Executive further acknowledges
that he is aware of and has had the opportunity to consult with an
attorney and become aware of his rights under the laws specifically
and generally described above in this Section.
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4.
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COMPANY’S RELEASE AND
PROMISES . As
consideration for the Executive’s promises as contained in
this Agreement, the Company, on behalf of itself and all of his
heirs, assigns, legal representatives, successors-in-interest, or
any person claiming through it, agrees to release and discharge any
claim, charge, complaint, demand, dispute or liability of any kind
that relates to or involves its employment of Executive, the
Employment Agreement, the termination of the Employment Agreement
and/or its separation from Executive. The claims being released by
Company include, any claim for tortious conduct, including, but not
limited to, defamation or slander, infliction of emotional
distress, negligence, interference with contract or for breach of
contract or equitable relief. In short, Company knowingly and
voluntarily releases any and all claims it h
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