EXHIBIT 10.21
SEVERANCE AND RELEASE
AGREEMENT
This Agreement is between Anthony
Priore (for himself and anyone acting for him) (the “
Employee ”) and Rewards Network Services Inc. (for
itself or any affiliated company, or its or their present and past
officers, directors, supervisors, employees and anyone else acting
for it or them) (the “ Employer ”).
WHEREAS, the Employer previously
employed the Employee as Chief Marketing Officer;
WHEREAS, the employment relationship
between the Employer and the Employee has been terminated;
and
WHEREAS, the Employer and Employee
wish to enter into this Severance and Release Agreement (“
Agreement ”).
THEREFORE, the parties agree as
follows:
1. Termination . Effective
January 5, 2005 (“ Termination Date ”), the
Employee’s employment with the Employer will end.
2. Accrued Benefits . The
Employee will be entitled to any accrued benefits as of the
Termination Date in the same manner as any other employee whose
employment with the Employer has terminated, all in accordance with
the terms of the Employer’s applicable benefit plans. The
Employer will pay the Employee his 2004 Management Bonus in the
amount of $38,367.45 no later than February 25, 2005.
3. Expense Reports . The
Employer will reimburse the Employee for reasonable expenses
incurred through the Termination Date provided the Employee submits
appropriate expense reports detailing the expenses within 30 days
of the Termination Date.
4. Return of Employer
Property . The Employee acknowledges and warrants that he has
returned to the Employer all Employer property in the
Employee’s possession, custody or control, whether at the
office or off premises, including, but not limited to, confidential
information of the Employer, computer equipment, Blackberry
personal digital assistant and software. To the extent that the
Employee has not returned such Employer property, he will do so
immediately.
5. Severance Arrangements .
The Employer will pay the Employee $207,000 in the aggregate over
the twelve month period following January 5, 2005 on an equal basis
in accordance with the Employer’s normal bi-weekly salary
schedule in the form of a salary continuation (less applicable
deductions). The Employer will pay Employee COBRA reimbursement for
the twelve month period following January 5, 2005.
6. Protection of Proprietary
Interests .
(a) The Employee agrees that for a
period of 12 months after the Termination Date, the Employee will
not, directly or indirectly, on behalf of the Employee or any other
person, company or entity, solicit or participate in soliciting,
products or services competitive with or similar to products or
services offered by, manufactured by, designed by or distributed by
Rewards Network to any person, company or entity which was a
Rewards Network customer, merchant, member or partner for such
products or services and with which the Employee had contact
regarding those products or services at any time during the last 12
months of the Employee’s employment with Rewards
Network.
(b) The Employee agrees that for a
period of 12 months after the Termination Date, the Employee will
not directly or indirectly, in any capacity, provide products or
services competitive with or similar to products or services
offered by Rewards Network to any person,
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company or entity which was a Rewards Network
customer, merchant, member or partner for such products or services
and with which the Employee had contact regarding those products or
services at any time during the last 12 months of the
Employee’s employment with Rewards Network.
(c) The Employee agrees that for a
period of 12 months after the Termination Date, the Employee will
not in any capacity sell, manage, supervise or offer products or
services competitive with or similar to the merchant marketing,
restaurant financing or merchant rewards business of Rewards
Network in any territory in which the Employee worked while
employed by Rewards Network during the last 12 months of the
Employee’s employment with Rewards Network.
(d) The Employee agrees that for a
period of 12 months after the Termination Date, the Employee will
not, directly or indirectly hire, solicit, attempt to persuade or
communicate with any employee of Rewards Network, or any person who
was an employee of Rewards Network within the two months preceding
contact between the Employee and that person, to leave the employ
of Rewards Network or otherwise interfere with the performance of
their duties for Rewards Network.
(e) The Employee agrees that for a
period of 12 months after the Termination Date, the Employee will
not directly or indirectly, on behalf of the Employee or any other
person, company or entity, participate in the development of any
products or services similar to or competitive with products or
services of Rewards Network with which the Employee had product or
service research or development responsibilities during the last 12
months of the Employee’s employment with Rewards
Network.
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7. Future Cooperation . After
the Termination Date, the Employee will cooperate with, and assist
the Employer in any investigations, proceedings or actions relating
to any matters in which he was involved or had knowledge while
employed by the Employer, subject to reimbursement for approved
expenses.
8. No Disruption. The
Employee will not disrupt, interfere with, or in any way disturb
the Employer’s business.
9. References . In the event
the Employer receives any inquiry from prospective employers of the
Executive, the Employer will not make any statement that reflects
negatively on the Executive concerning the Executive so long as the
Executive directs any prospective employers’ inquiries
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