Exhibit 10.1
SEVERANCE AND RELEASE AGREEMENT
This Severance
and Release Agreement (the "Agreement") by and between
Trinity Learning Corporation ("Trinity" or
"the Company") and Christine R.
Larson ("Larson") documents the terms and
conditions of Larson's termination
from the Company, and is effective January
20, 2005 (the "Effective Date").
RECITALS
On or about
January 13, 2003 Larson commenced employment with Trinity. and
is currently the Company's Chief Financial
Officer.
On or about
January 5, 2005, Trinity and Larson mutually agreed to
terminate Larson's employment effective on
a date to be mutually agreed but in
the absence of an agreement the termination
date shall be effective as of
January 21, 2005 ("Employment Termination
Date"). Trinity does not have a
uniform policy or practice of granting
particular severance benefits to its
employees or executives. However, Trinity
offered to pay to Larson only those
severance benefits described in the
Sections that follow in exchange for
Larson's release of all claims against the
Company and performance of her other
obligations hereunder. Larson accepted this
offer.
NOW, THEREFORE,
in consideration of the recitals listed above, and the
mutual promises contained in this
Agreement, Larson and the Company agree,
covenant, and represent as follows:
AGREEMENT
1. The Parties'
Responsibilities
a. Trinity and Larson agree that from the Effective Date until
the
Employment Termination Date, Larson will
remain employed by Trinity at the base
salary in effect on the Effective Date
(i.e., $180,000 annually), that her
benefits will continue in effect and that
options already granted to her will
continue to vest. Trinity further agrees to
continue to pay Larson's base salary
for a period of three months ("Severance
Payment") after the Employment
Termination Date (the "Severance Payment
Period") at her base salary in effect
on the Effective Date, to be paid on
regularly recurring payroll dates for such
three month period, and to be less normal
payroll deductions. During the
Severance Payment Period Trinity agrees to
allow Larson to retain her Trinity
telephone number and email. Trinity further
agrees to pay Larson a $50,000 bonus
for services rendered in 2004 to be paid at
the earlier of (i) the time any
further cash bonuses or paid to Douglas
Cole or Edward Mooney, (ii) within
thirty days of closing the next round of
debt or equity financing with net cash
proceeds to Trinity of not less than
$1,000,000, or (iii) the exercise by Larson
of any stock options she holds in Trinity
with the aggregate exercise price of
not less than $50,000.
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b. Larson acknowledges that, as of the Employment Termination
Date,
she may be eligible to obtain continuing
coverage under Trinity's group medical,
vision and dental plans pursuant to the
provisions of the Consolidated Omnibus
Reconciliation Act and its implementing
regulations ("COBRA"). Trinity agrees
that during the three month period
beginning on the day following the Employment
Termination Date, Trinity will pay the
premium for any COBRA continuation
coverage that Larson elects to obtain. In
no event shall Trinity be liable for,
or be required to pay premiums for any
COBRA continuation coverage Larson may
elect or be eligible to obtain
thereafter.
c. Subject to the approval of Trinity's Board of Directors'
Compensation Committee, Trinity agrees that
the Options granted to Larson
pursuant to Trinity's 2002 Stock Option
Plan, as amended (the "Stock Plan"),
shall continue and remain in full force and
effect, will vest or become
immediately exercisable to the extent not
currently vested or immediately
exercisable, and remain exercisable for the
eighteen month period following the
Employment Termination Date in the same
manner as if Larson were to continue her
employment with the corporation.
d. Larson and Trinity agree, covenant and represent that Larson
shall
not be eligible for, or entitled to, any
benefits of employment other than those
specifically identified in this
Agreement.
e. Larson agrees, covenants and represents that during the period
she
continues to be employed following the
Effective Date she will perform the
duties and responsibilities of her position
diligently and to the best of her
abilities and will cooperate with Trinity
in the orderly transfer of her
responsibilities to her successor. Larson
further agrees that during the
Severance Payment Period she will be
available to consult with Trinity as
requested by Trinity for ten hours per
month without further compensation.
Larson further agrees, covenants and
represents that beginning on the Employment
Termination Date and thereafter she shall
cooperate in good faith with Trinity
in the defense of any action that has been
or will be brought against Trinity
that arises out of, or relates in any way
to her employment with Trinity.
Trinity agrees, covenants and represents
that it shall indemnify and hold Larson
harmless to the extent required by law for
all that Larson necessarily expends
or loses in direct consequence of the
discharge of her duties under this
Section.
2. Release
a. In consideration of the promises specified in this Agreement
and
for other good and valuable consideration,
the receipt and adequacy of which are
hereby acknowledged, Larson, for herself
and her heirs, assigns, executors,
administrators, and agents, past and
present (collectively, the "Larson
Affiliates"), hereby fully and without
limitation releases, covenants not to
sue, and forever discharges Trinity and its
respective subsidiaries, divisions,
affiliated corporations, affiliated
partnerships, parents, trustees, directors,
officers, shareholders, partners, agents,
employees, representatives,
consultants, attorneys, heirs, assigns,
executors and administrators,
predecessors and successors, past and
present (collectively, the "Trinity
Releasees"), both individually and
collectively, from any and all rights,
claims, demands, liabilities, actions and
causes of action whether in law or in
2
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equity, suits, damages, losses, workers'
compensation claims, attorneys' fees,
costs, and expenses, of whatever nature
whatsoever, known or unknown, fixed or
contingent, suspected or unsuspected
("Claims"), that Larson or the Larson
Affiliates now have, or may ever have,
against any of the Trinity Releasees that
arise out of, or are in any way related to:
(i) Larson's employment by Trinity
or any of the other Trinity Releasees; (ii)
the termination of Larson's
employment with Trinity or any of the other
Trinity Releasees; and (iii) any
transactions, occurrences, acts or
omissions by Trinity or any of the other
Trinity Releasees occurring prior to the
Effective Date of this Agreement.
b. Without limiting the generality of the foregoing, Larson
specifically and expressly releases any
Claims occurring prior to the Effective
Date of this Agreement arising out of or
related to violations of any federal or
state employment discrimination law,
including the California Fair Employment
and Housing Act; Title VII of the Civil
Rights Act of 1964; the Americans with
Disabilities Act; the National Labor
Relations Act; the Equal Pay Act; the
Employee Retirement Income Security Act of
1974; Age Discrimination in
Employment Act, as well as Claims arising
out of or related to violations of the
provisions of the California Labor Code;
state and federal wage and hour laws;
breach of contract; fraud;
misrepresentation; common counts; unfair competition;
unfair business practices; negligence;
defamation; infliction of emotional
distress; invasion of privacy; assault;
battery; false imprisonment; wrongful
termination; and any other state or federal
law, rule, or regulation.
c. Larson agrees, covenants, and represents that she has not
commenced, and that she shall never
commence or
