Exhibit
10.1
AGREEMENT AND GENERAL
RELEASE
American Safety Insurance Services, Inc., 100
Galleria Parkway, Suite 700, Atlanta, GA 30339
(“Employer”) and Laura L. Ervin, 188 Covered Bridge
Trail, SW, Smyrna, GA 30082, her heirs, executors, administrators,
successors, and assigns (collectively referred to throughout this
Agreement as “Employee”), agree that:
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Last Day
of Employment . Employee’s last day of
employment with Employer is to be Friday, August 28, 2009 (the
“Separation Date”).
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Consideration . In consideration of the agreements
and mutual covenants contained in this Agreement and General
Release, and complying with its terms, Employer agrees:
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Payments . On the next regularly scheduled payroll date
(in accordance with Employer’s usual and customary payroll
practices) after Employer receives an original of this Agreement
and General Release executed by Employee and a letter of
non-revocation in the form of Exhibit A, attached to this Agreement
and General Release, executed by Employee:
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Severance
Pay . ASI
shall pay to Employee in a lump sum four months (the
“Severance Period”) of salary at Employee’s base
rate of pay, or $63,070.00, less lawful deductions.
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Accrued Paid
Time Off . ASI
shall pay Employee all earned, but unused paid time off as outlined
in ASI’s Paid Time Off Policy.
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COBRA . ASI shall pay Employee in a lump
sum twelve months of the Employee’s portion of the premium
for COBRA continuation coverage, or $10,463.16, less lawful
deductions.
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Outplacement
Services . ASI
shall provide Employee with outplacement services for a period of
six (6) months, such period to commence when Employee initiates
outplacement services which must occur within the first six months
after the Separation Date.
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Equity
Awards . ASI shall immediately vest
all unvested stock option grants and unvested awards of restricted
stock as set forth on Exhibit B to this Agreement and General
Release. All options, whether vested prior to this
Agreement and General Release or accelerated pursuant to the terms
hereof shall be exercisable for the shorter of the normal
expiration date of such option or the date which is 90 days from
the Separation Date.
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No
Consideration Absent Execution of this Agreement
. Employee understands
and agrees that Employee would not receive the monies and/or
benefits specified in paragraph “2” above, except for
Employee’s execution of this Agreement and General Release
and the fulfillment of the promises contained herein.
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General
Release of All Claims . Employee knowingly and voluntarily
releases and forever discharges Employer, its parent corporation,
affiliates, subsidiaries, divisions, predecessors, insurers,
successors and assigns, and their current and former employees,
attorneys, officers, directors and agents thereof, both
individually and in their business capacities, and their employee
benefit plans and programs and their administrators and fiduciaries
(collectively referred to throughout the remainder of this
Agreement as "Releasees"), of and from any and all claims, known
and unknown, asserted or unasserted, which the Employee has or may
have against Releasees as of the date of execution of this
Agreement and General Release, including, but not limited to, any
alleged violation of:
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Title VII of
the Civil Rights Act of 1964;
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Sections 1981
through 1988 of Title 42 of the United States Code;
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The Employee
Retirement Income Security Act of 1974 ("ERISA") (except for any
vested benefits under any tax qualified benefit plan);
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The Immigration
Reform and Control Act;
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The Americans
with Disabilities Act of 1990;
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The Family and
Medical Leave Act;
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The Workers
Adjustment and Retraining Notification Act;
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The Fair Credit
Reporting Act;
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The Georgia
Equal Pay Act (Sex Discrimination in Employment) – O.C.G.A.
§ 34-5-1 et seq.;
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The Georgia
Equal Employment for Persons with Disabilities Code –
O.C.G.A. § 34-6A-1 et seq.;
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The Georgia
Wage Payment and Work Hour Laws;
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The City of
Atlanta Anti-Discrimination Ordinance, Part II, Chapter 94, Article
11, Section 94-10 et seq.;
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any other
federal, state or local law, rule, regulation, or
ordinance;
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any public
policy, contract, tort, or common law; or
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any basis for
recovering costs, fees, or other expenses including attorneys' fees
incurred in these matters.
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Acknowledgments and Affirmations
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Employee affirms that Employee has not filed,
caused to be filed, or presently is a party to any claim against
Employer.
Employee also affirms that Employee has received
all compensation, wages, bonuses, commissions, and/or benefits to
which Employee may be entitled. Employee affirms that
Employee has been granted any leave to which Employee was entitled
under the Family and Medical Leave Act or related state or local
leave or disability accommodation laws.
Employee further affirms that Employee has no
known workplace injuries or occupational diseases.
Employee also affirms that Employee has not
divulged any proprietary or confidential information of Employer
and will continue to maintain the confidentiality of such
information consistent with Employer’s policies and
Employee’s agreement(s) with Employer and/or common
law.
Employee further affirms that Employee has not
been retaliated against for reporting any allegations of wrongdoing
by Employer or its officers, including any allegations of corporate
fraud. Both Parties acknowledge that this Agreement does
not limit either party’s right, where applicable, to file or
participate in an investigative proceeding of any federal, state or
local governmental agency. To the extent permitted by
law, Employee agrees that if such an administrative claim is made,
Employee shall not be entitled to recover any individual monetary
relief or other individual remedies.
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Confidentiality and Return of
Property . Employee agrees not to disclose any
information regarding the underlying facts leading up to or the
existence or substance of this Agreement and General Release,
except to Employee’s spouse, tax advisor, and/or an attorney
with whom Employee chooses to consult regarding Employee’s
consideration of this Agreement and General Release.
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Employee affirms that Employee has returned all
of Employer's property, documents, and/or any confidential
information in Employee’s possession or
control. Employee also affirms that Employee is in
possession of all of Employee’s property that Employee had at
Employer’s premises and that Employer is not in possession of
any of Employee’s property.
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Non-Solicitation of Employees and
Customers .
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Employee agrees
for one (1) year after the cessation of employment with Employer,
she will not directly or indirectly, s
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