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Exhibit 10.1
AGREEMENT AND RELEASE OF CLAIMS
This
AGREEMENT AND RELEASE OF CLAIMS (hereinafter
referred to as “Agreement” or Release”) is
entered this 4th day of October, 2007, by and between
Kesslering Corporation (“Employer” or “the
Corporation”) and Laura Camisa,
(“Employee”). In consideration of the
promises and commitments made in this Release, including the
payment of amounts in excess of amounts otherwise owed to
Employee, and which are valued at greater than $10.00, the
sufficiency and fairness of which is hereby acknowledged, the
Corporation and Employee agree as follows:
ARTICLE 1: SEPARATION FROM
EMPLOYMENT
1.1
Rights and Obligations . Employee
acknowledges that her employment with the Corporation ended
as of the end of business on September 28, 2007,
(“Separation Date”). As of the
Separation Date the Employee’s rights and obligations
relating to employment, including any and all agreements
relating to employment or severance, were terminated other
than as set forth in this Release. Employee
releases and waives any and all rights or claims that
Employee has or may have against the Corporation other than
the rights specifically reserved in this
Release. This Release acknowledges that other than
as specified herein, Employee has been paid all wages and
compensation of any kind owed to Employee by the
Corporation; that Employee has received all
benefits owed to Employee; and that the Corporation has made
all contributions, reimbursements or payments owed to
Employee or on Employee’s behalf.
1.2
Continuing Terms of Employment Agreement
. The Parties acknowledge the existence of the
Employment Agreement entered into on January 1, 2007 (the
“Employment Agreement”). Employee
agrees that Employer has satisfied all of its obligations
under the Employment Agreement, and that Employee has been
relieved of all duties relating to Paragraph 2 (Duties and
Devotion of Efforts) as Employee has separated from
employment. The Parties have terminated
Employee’s employment by mutual agreement and are both
relieved of all obligations under Paragraph 5 (Term and
Termination). However, the Parties agree that all
provisions that were intended to extend beyond the date of
separation from employment shall continue in full force and
effect, other than Paragraph 7 (Indemnity), and shall be
incorporated into this Agreement as if they were specifically
restated herein. Without limiting the foregoing,
the Parties specifically acknowledge that each of the
following provisions of the Employment Agreement was clearly
intended to and shall remain in effect beyond the Separation
Date, and each is hereby incorporated into this
Agreement: Paragraph 8: Restrictive
Covenants; Paragraph 9(a): Florida Law and Venue;
9(o): Attorneys’ Fees and Costs; and 9(p) (Waiver of
Jury Trial). Notwithstanding the foregoing,
Employee will not be prohibited from providing services to
Searchlight Advisors, LLC.
1.3
Non-Disparagement . The parties each agree
that they will not directly or indirectly make any negative or
disparaging remarks or communications about or relating to the
other party hereto, their operations, their business, their
officers, Board members, their employees, their independent
contractors or affiliates or other Released Parties (as
defined herein). Employee will not take any action
to harm the Corporation or the Released Parties in any
manner. This obligation shall remain in effect
indefinitely. Employee specifically agrees that she
will not directly or indirectly contact the press, will not
make any statements for public dissemination, and will not
respond to inquiries from the press regarding the Released
Parties.
1.4
Access or Use of Property. As of the
Separation Date, Employee has no right to access in person or
by information systems any of the Corporation or the Released
Parties’ property, including their offices, email, or
other information systems without express advance approval by
the Corporation’s CEO or designee. Employee
agrees that if she is granted access to the
Corporation’s property, she will exercise reasonable
care in such access, will use such access only for the
expressed purpose, and will take no action to cause harm to
the property or the Corporation.
1.5
Post-Employment Cooperation. Following the
Separation Date, Employee agrees to be available within 48
hours of receiving notice of such to cooperate with and
consult with Employer upon request regarding matters about
which Employee has or may have knowledge. Such
cooperation would include responding to phone calls, answering
questions, attending meetings, and participating in good faith
as requested in the review of matters relating to the Released
Parties, including the defense of litigation. In
the event any such duties require Employee to travel from Vero
Beach, Florida at the direction of Employer, Employer shall
reimburse such travel costs.
1.6
Final Report and Return of Information
. Employee hereby agrees to provide a
post-employment report (“Report”) to Douglas P.
Badertscher within 5 days of her Separation
Date. Employee’s Report shall contain (i) a
summary of all ongoing matters for which Employee had
responsibility during employment; (ii) a detailed
communication containing all information in Employee’s
possession relating to the Released Parties, which has not
already been fully communicated to Douglas P. Badertscher or
Clifford H. Wildes; (iii) a detailed description of all
arrangements with third parties to provide accounting services
to the Company since the starting date of Employee’s
employment with Employer, including copies of all contracts
for services or engagement letters for all accounting and
financial consultants authorized by Employee to do work for
the Corporation in any and all capacity; (iv) a detailed
listing of all bank accounts of the Corporation and its
subsidiary entities and (v) a status report detailing recent
action taken and action to be taken regarding all open matters
for which Employee had
responsibility. Employee shall provide
additional details upon request.
1.7
Warranty . Employee hereby warrants that she
has performed her position loyally, ethically, in good faith,
and in compliance with law and that she has not engaged in any
conflicts of interest, has not committed fraud, and has not
received or been promised any kickbacks, payments,
remuneration or benefit from any person or entity doing
business with, affiliated with, or related in any way to her
employer, during her employment other than her compensation
paid by her employer or its parent or subsidiary entities,
which was approved by Clifford H. Wildes
personally. Employee acknowledges that this
Warranty is material to Corporation’s agreement herein
and that Employee would not be released from the
Indemnification provision of her employment agreement and
would not be paid any Severance if not for providing this
truthful Warranty. Misrepresentation herein shall
void Employer’s release of Employee, require repayment
of the Severance by Employee, and shall permit Employer to
utilize the Indemnification provision contained in the
Employment Agreement. Employer acknowledges that
Employee has disclosed her provision of services to
Searchlight Advisors, LLC and Employer hereby consents to
Employee’s continued provision of services to
Searchlight Advisors, LLC.
1.8
Return of Property . Employee hereby
promises that she has returned any and all property of the
Corporation or Released Parties, including all copies of such
property (regardless of how such information was stored), in
her possession or control to the Corporation or has arranged
such delivery with the CEO or her designee.
.
ARTICLE 2: RELEASED PARTIES
2.1
By Employee . The Parties intend
Employee’s Release to benefit and release (a) the
Employer and its subsidiaries and parent company, if
any, (b) all entities and individuals which are
referred to herein as “Business Affiliates” of
the Company, which shall include Kesslering Holding
Corporation, Kesselring Corporation; (c) any other
corporation or entity which is or will be controlled by, or
under the control of the Company, or any of the Business
Affiliates, (d) all of their respective heirs, successors,
administrators, assigns, and subsidiaries, (e) all of their
respective officers, directors, agents, attorneys, and
employees, and (f) all of their respective heirs,
successors, administrators, assigns (which will all be
referred to collectively as “Released
Parties”).
2.2
By Employer . The Parties intend
Employer’s Release to benefit Employee.
ARTICLE 3: RELEASE OF ALL CLAIMS
3.1
General Release by Employee . This Release
is binding on Employee, Employee’s family, heirs,
representatives, successors, and assigns, and prevents them
from recovering any relief, including back pay, front pay,
paid time off, reinstatement, or any other damages, costs or
attorneys' fee
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