CONFIDENTIAL SEPARATION
AGREEMENT
AND GENERAL RELEASE
David
Schaffel (“Employee”) and CoStar Realty
Information, Inc. (together with its predecessors, collectively
“CoStar” or “Employer”) agree to terminate
their employment relationship on the following basis:
1. Last
Day of Employment . Employee and CoStar agree that Employee
shall separate his employment with CoStar effective May 6,
2005 (the “Separation Date”). The parties agree that
for certain purposes of this Agreement, the date of July 5,
2005 (the “Termination Date”) shall be treated as
Employee’s last day of employment with CoStar. Employee will
return all of CoStar’s property, including without limitation
keys, phones, computers, records, and files (electronic or other)
within ten (10) days of the Separation Date and will cooperate
fully with CoStar’s managers and employees in a professional
manner to assure a smooth transition. Employee acknowledges that he
shall have thirty (30) days from the Separation Date to
execute and deliver this Agreement to CoStar.
2.
Consideration .
(a) In consideration for Employee’s agreement and
compliance with the commitments herein and provided that this
Confidential Separation Agreement and General Release (the
“Agreement”) has not been revoked by Employee, CoStar
agrees that pursuant to Section 7(a) of the Employment Agreement,
dated April 24, 1998, as amended (the “Employment
Agreement’), between CoStar and Employee, for a period from
the Separation Date until January 5, 2006, CoStar will pay
Employee’s current base salary of $7,036.38 bi-weekly in
accordance with the normal payroll practices of CoStar then in
effect, and subject to all federal, state and local taxes and
withholdings and any other required withholdings.
(b) CoStar
further agrees that, in consideration for Employee’s
agreement and commitments herein and provided that this Agreement
has not been revoked by Employee, CoStar will (i) pay Employee
a pro rata annual bonus for the year ending December 31, 2005
in the amount of $46,650.00, subject to federal, state and local
taxes and withholdings and any other required withholdings, within
twenty (20) days from the Termination Date (provided that this
Agreement has not been revoked); and (ii) reimburse Employee
for his reasonable and necessary business related expenses for
which Employee incurred prior to the Separation Date and which
Employee submits to CoStar a properly completed expense report
within thirty (30) days from the Separation Date.
(c) CoStar
further agrees that, in consideration for Employee’s
agreement and commitments herein and provided that this Agreement
has not been revoked by Employee, pursuant to Section 7(a) of the
Employment Agreement, all of Employee’s unvested options due
to vest within the twelve (12) month period following the
Termination Date shall vest on the Termination Date. CoStar and
Employee acknowledge that Employee shall have ninety (90) days
from the Termination Date to exercise any options granted to
Employee under CoStar Group, Inc.’s 1998 Stock Incentive
Plan.
(d) In
consideration for Employee’s agreement and commitments herein
and provided that this Agreement has not been revoked by Employee,
CoStar agrees to continue providing Employee with access to
CoStar’s employee health and benefit plans then in effect
to
the Termination
Date, and subject to any and all required withholdings and employee
contributions.
(e) CoStar
further agrees that, in consideration for Employee’s
agreement and commitments herein, CoStar will pay Employee for his
properly accrued and unused vacation time, less all lawful
withholdings.
(f) In
consideration for Employer’s agreements and commitments
herein, from time to time prior to January 5, 2006, Employee
agrees to make himself available by telephone and, upon mutual
agreement of the parties, in person, to render consulting services
and respond to future reasonable inquiries or requests for
assistance from CoStar (or its successors) related to matters
arising during Employee’s employment with CoStar.
3. No
Consideration Absent Execution of this Agreement
. Employee understands and agrees
that he would not receive any monies and/or benefits specified in
Section 2 except for his execution of this Agreement and the
fulfillment of the promises contained herein.
4. Prior
Agreements; Confidentiality . Employee agrees that the provisions set forth
in Section 10 of the Employment Agreement shall continue to be
in full force and effect and shall survive termination of
Employee’s employment with CoStar. Employee understands that
CoStar’s obligations under this Agreement remain conditioned
on Employee’s satisfaction of and adherence to the covenants
and obligations set forth in Section 10 of the Employment
Agreement. Employee further agrees to keep this Agreement and its
contents in complete confidence and not to disclose the fact or
amount of these additional payments to any past, present or
prospective employee of CoStar. The terms of this Agreement are
confidential, and Employee agrees not to disclose any term of this
Agreement, including without limitation, the fact or amount of
these additional payments, to any party including, but not limited
to, any past, present or prospective employee of CoStar or any of
its affiliates, without the prior written consent of CoStar, which
may be withheld in CoStar’s sole discretion; provided,
however, that CoStar hereby gives permission to Employee to
disclose the details of this Agreement to Employee’s counsel
and immediate family members. In addition, Employee understands
that CoStar will need to file this Agreement as an exhibit to one
of its filings with the Securities and Exchange
Commission.
5.
General Release .
Except for any claims that Employee may have for workers’
compensation benefits, for pension benefits, or for health care,
life or disability insurance (which are not released under this
Agreement), in consideration of the monies/benefits set forth in
Section 2, Employee does hereby unconditionally, irrevocably
and absolutely release and discharge CoStar and its affiliates and
their respective current and former owners, directors, officers,
employees, agents, attorneys, affiliates, stockholders, insurers,
divisions, predecessors, successors and/or assigns and any related
holding, parent or subsidiary corporations, individually and in
corporate capacities (collectively, the “Released
Parties”), from any and all loss, liability, claims,
expenses, demands, causes of action, suits, rights and entitlements
of every kind and description of any type, whether in law and/or in
equity, whether known or unknown, (collectively, the
“Claims”), related directly or indirectly or in any
way
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