CONFIDENTIAL SEPARATION
AGREEMENT
AND GENERAL RELEASE OF ALL
CLAIMS
This Confidential Separation Agreement and
General Release of All Claims (“Separation Agreement”)
are made by and between Salon Media Group, Inc.
(“Company”) and Christopher Neimeth
(“Executive”) with respect to the following
facts:
A. Executive
was employed by Company as its Chief Executive Officer.
B. Executive’s
employment ceased effective September 22, 2008 (“Separation
Date”).
C. Executive
and Company are parties to three stock option agreements, two of
which are dated June 6, 2006 and a third which is dated December 7,
2006, granting Executive the right to purchase 50,000, 200,000 and
25,000 shares, respectively, of Company Common Stock (the
“Options”).
D. The
parties desire to settle all claims and issues that have, or could
have been raised, in relation to Executive’s employment with
Company and arising out of or in any way related to the acts,
transactions or occurrences between Executive and Company to date,
including, but not limited to, Executive’s employment with
Company or the termination of that employment, on the terms set
forth below.
THEREFORE, in consideration of the promises and
mutual agreements hereinafter set forth, it is agreed by and
between the undersigned as follows:
1.
Severance Package . Executive and Company are
parties to an Employment Agreement dated as of June 5, 2008 as
amended as of September 13, 2007 (collectively the
“Employment Agreement”). Pursuant to
the terms of the Employment Agreement, in exchange for a release of
claims in favor of the Company, the Company agrees to provide
Executive with the following payments and benefits
(“Severance Package”). Executive
acknowledges and agrees that this Severance Package constitutes
adequate legal consideration for the promises and representations
made by him in this Separation Agreement.
1.1
Severance Payment . Company agrees to pay
Executive the equivalent of twelve (12) months base salary, or Two
Hundred and Thirty Thousand Dollars ($230,000.00), less all
appropriate federal and state income and employment taxes
(“Severance Payment”). The Severance Payment
will be made in accordance with the following schedule: (i) One
Hundred and Fifteen Thousand Dollars ($115,000) will be paid on the
date that is six (6) months after the Separation Date of this
Agreement (“Initial Severance Payment
Date”); and (ii) One Hundred and Fifteen Thousand Dollars
($115,000) will be paid in twelve (12) equal installments in
accordance with Company’s regular payroll schedule, beginning
the first regular pay date immediately following the Initial
Severance Payment Date.
1.2
Bonus Payment In addition, Company agrees
to pay Executive a partial bonus for fiscal year 2008 in the amount
of Twenty Three Thousand Nine Hundred Seventy Three Dollars
($23,973.00), less all appropriate federal and state income and
employment taxes (“Bonus
Payment”). The Bonus Payment will be paid in
a lump sum within ten (10) business days following the Effective
Date of this Agreement.
1.3
Continuation of Group Health Benefits . Executive
will continue to receive group health insurance benefits on the
same terms as during Executive’s employment for the earlier
of (i) twelve (12) months following the Separation
Date and (ii) the date on which Executive becomes entitled to
comparable benefits provide by another employer, provided
Company’s insurance carrier allows for such benefits
continuation. In the event Company’s insurance
carrier does not allow such coverage continuation, Company agrees
to pay the premiums required to continue Executive’s group
health care coverage for the twelve-month period, under the
applicable provisions of the Consolidated Omnibus Budget
Reconciliation Act of 1985 (“COBRA”), provided that
Executive timely elects to continue and remains eligible for these
benefits under COBRA, and does not obtain health coverage through
another employer during this period. Thereafter,
Executive will be solely responsible for payment of COBRA
premiums.
1.4
Accelerated Stock Option Vesting . All
unvested shares of Common Stock subject to the Options shall become
immediately vested in full and exercisable in accordance with their
terms. Executive agrees and acknowledges that he is not
entitled to any acceleration of the vesting of Executive’s
restricted stock award dated December 6, 2007.
1.5
Neutral Reference . In response to any inquiries
for employment references that are directed to Company’s
Human Resources Department, Company will provide only
Executive’s dates of employment and positions
held.
1.6
Resignation . Company agrees to characterize
Executive’s separation as a voluntary
resignation. If asked by any third parties about
Executive’s employment with the Company, Executive shall
respond that he resigned from employment with the
Company.
1.7
Reimbursement of Business Expenses . Executive shall
be reimbursed for any reasonable and necessary expenses incurred by
him in connection with his employment with the Company through the
Separation Date in accordance with applicable Company expense
reimbursement policies, provided that any requests for such
reimbursement must be made in writing within thirty (30) days after
the effective date of this Agreement. Any such
request shall relate only to appropriately documented business
expenses incurred by Employee in performance of his duties in
accordance with Company's established practices. The Company shall
make the payment to Executive for any outstanding reasonable and
necessary expenses as soon as possible but not later than ten (10)
business days after Executive submits such expenses for
reimbursement.
2.
Transition Assistance . During the two month
period following the Separation Date, Executive agrees to make
himself available, as needed, without any additional compensation,
to answer business-related questions by telephone or in person as
deemed necessary by Company. Company’s request for
Executive’s assistance during this time shall take into
consideration his personal and business commitments and the amount
of notice provided to him. The Company will reimburse Executive for
pre-approved, reasonable out-of-pocket travel (including travel and
accommodations), and other incidental expenses, that he incurs as a
result of his assistance pursuant to this paragraph. In addition,
in the event that such transitional assistance exceeds fifteen (15)
hours of Executive’s time, the Company will compensate
Executive for time spent at the hourly rate of $150.00 per
hour.
3.
General Release .
3.1 Executive
unconditionally, irrevocably and absolutely releases and discharges
Company and TriNet Corporation (“TriNet”), and any
parent and subsidiary corporations, divisions and affiliated
corporations, partnerships or other affiliated entities of Company
and TriNet, past and present, as well as Company’s and
TriNet’s employees, officers, directors, agents, successors
and assigns (collectively, “Released Parties”), from
all claims related in any way to the transactions or occurrences
between them to date, to the fullest extent permitted by law,
including, but not limited to, Ex
