EXHIBIT 10.1
RESIGNATION AND RELEASE
AGREEMENT
THIS RESIGNATION AND RELEASE
AGREEMENT (“Agreement”) is made by and between
James M. McNamee (hereinafter “MCNAMEE”) and Hooper
Holmes, Inc. (“HOOPER”):
RECITALS
WHEREAS, HOOPER and MCNAMEE are
parties to that certain Employment Agreement, dated as of May 23,
2003, as amended (the “Employment Agreement”);
and
WHEREAS , HOOPER and MCNAMEE have mutually agreed to
terminate the employment relationship between them on the terms and
conditions set forth herein; and
WHEREAS , for purposes of this Agreement,
“HOOPER” means HOOPER HOLMES, INC., and each and all of
its present and former parent and subsidiary corporations,
departments, divisions, affiliates, representatives and agents,
employees, directors, officers, attorneys, current or former board
members and administrators, whether in their official or individual
capacities, or any pension or benefit plan applicable to the
present and former employees of HOOPER, and all predecessors and/or
successors in interest.
NOW, IN CONSIDERATION
of the premises and the respective
covenants and agreements of the parties contained herein, and
intending to be legally bound hereby, the parties hereto agree as
follows:
1. Resignation as CEO/Separation
of Employment . Effective as of August 24, 2005 (the
“Resignation Date”), MCNAMEE hereby resigns as
President and Chief Executive Officer (“CEO”) of HOOPER
and from all other offices of HOOPER including that of a member of
the Board of Directors of HOOPER, provided that McNamee will remain
an employee of HOOPER on inactive status through August 31,
2005(“Termination Date”), at which point his employment
relationship with HOOPER will be terminated.
2. Termination of Employment
Agreement. Effective as of the Termination Date, the Employment
Agreement and any and all obligations and liabilities of either
party thereunder are hereby terminated, released and of no further
force and effect, except as explicitly set forth herein.
3. Compensation and Other
Benefits Payable to McNamee . HOOPER agrees to pay MCNAMEE the
compensation and other benefits described in Sections 7(a), (c) and
(d) and 8(b) of the Employment Agreement in accordance with the
terms of the Employment Agreement. For purposes hereof, the term
“Termination Date,” as used in the Employment
Agreement, shall mean August 31, 2005. HOOPER shall withhold from
any consideration, compensation, or benefits payable under this
Agreement all applicable federal, state, local or other
taxes.
4. Sufficiency of Consideration;
No Admission of Liability . The parties agree that the
consideration paid to MCNAMEE is good and sufficient consideration
for this Agreement. The parties further agree that these amounts
are greater than what MCNAMEE is entitled to receive from HOOPER
under HOOPER’s policies and applicable law in the existing
circumstances.
5. Release
(a) General and Specific Release
and Waiver of Claims by McNamee . MCNAMEE, on behalf of
himself, his heirs, administrators, representatives, executors,
successors and assigns, and each of them, in consideration of the
promises and covenants made by HOOPER in this Agreement, hereby
knowingly and voluntarily compromises, settles and releases and
forever discharges HOOPER, its present and former parents,
subsidiaries, divisions, affiliates, agents, employees, directors,
officers, predecessors, successors, and assigns from any and all
actions, causes of action, suits, claims, contracts, agreements,
charges or complaints, known or unknown, which MCNAMEE has, may
have, or claims to have, for everything and anything that has
occurred from the beginning of time through the date of this
Agreement.
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MCNAMEE acknowledges that the above
general and specific releases include, but are not limited to,
claims arising under federal, state, and local laws prohibiting
employment discrimination, claims arising under the common law,
including but not limited to, claims for breach of contract,
promissory estoppel, negligent or intentional infliction of
emotional distress and defamation, and any other claims arising in
any way from MCNAMEE’s employment and cessation of
employment, and any conduct by HOOPER and/or its present and former
parents, subsidiaries, divisions, affiliates, agents, employees,
directors, officers, predecessors, successors, and assigns from the
beginning of time through the date of this Agreement.
By way of specification, but not of
limitation, MCNAMEE hereby expressly waives and r
