Exhibit
10.1
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE
WHEREAS , John Ramos (“Ramos”or you) was
employed by CapSource Financial, Inc. (“Company”) as
Chief Financial Officer as a non-contract employee from June 1,
2008 until October 13, 2008;
WHEREAS , on October 13, 2008, Ramos’ employment
with the Company was terminated by the Company;
WHEREAS , Ramos and the Company have agreed to certain
benefits in connection with the termination of the employee
relationship;
NOW THEREFORE
the Parties agree as
follows:
Terms of Agreement
1.
This Agreement shall not be in any
way construed as an admission by the Company that it has acted
wrongfully with respect to Ramos or any other person, or that Ramos
has any rights or claims whatsoever against the Company.
2. This
Agreement shall not be in any way construed as an admission by
Ramos that he has acted wrongfully with respect to the Company or
any other person, or that the Company has any rights or claims
whatsoever against Ramos.
3. The
Company agrees to pay Ramos the following payments:
• Payroll
payments at the current rate and on the customary dates to and
including November 30, 2008;
• All
salary accrued from inception of such accrual to and including
October 15, 2008, such payment being due and payable to Ramos on or
before November 30, 2008.
In executing this Agreement Ramos
represents and warrants that he has been repaid for all of the
expenses incurred by him on behalf of the Company and such payment
was received by him on October 7, 2008.
4. In
consideration of the promises contained in this Agreement, Ramos
agrees:
a. On
behalf of yourself and anyone claiming through you, irrevocably and
unconditionally to release, acquit and forever discharge the
Company and/or its parent corporation, subsidiaries, divisions,
predecessors, successors and assigns, as well as each’s past
and present officers, directors, employees, shareholders, trustees,
joint venturers, partners, and anyone claiming through them
(hereinafter “Releaseees” collectively), in
each’s individual and/or corporate capacities, from any and
all claims, liabilities, promises, actions, damages and the like,
known or unknown, which you ever had against any of the Releasees
arising out of or relating to your employment with the Company
and/or the termination of your employment with the Company. Said
claims include, but are not limited to: (1) employment
discrimination (including claims of sex discrimination and/or
sexual harassment) and retaliation under Title VII (42 U.S.C.A.
2000e etc.) and under 42 U.S.C.A. section 1981 and section 1983,
age discrimination under the Age Discrimination in Employment Act
(29 U.S.C.A. sections 621-634) as amended, under any relevant state
statutes or municipal ordinan
