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Exhibit
10.1
EMPLOYEE SEPARATION
AGREEMENT WITH RELEASE OF CLAIMS
This Employee Separation
Agreement with Release of Claims (“Agreement”) is
entered into, by and between St. Bernard Software, Inc. (the
“Company” or “St. Bernard Software”) and
Al Riedler (“You,” or “Your”) on the
date it is executed by you with respect to the following
facts.
The purpose of this Agreement
is to settle completely and forever release St. Bernard
Software and all persons or entities being released herein from all
known or unknown claims of every kind which you have asserted or
could assert against St. Bernard Software for the time period
up to and including the date of this Agreement. These include, but
are not limited to, all claims arising out of or related to your
employment or separation from employment with St. Bernard
Software.
WHEREFORE, the parties agree as
follows:
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1. |
Last Day: Your last day “worked” will
be November 15, 2007 , which shall be considered the
date of your termination of employment with the Company. On your
last day “worked” you will be paid all compensation due
to you including normal salary, bonus and accrued but unused PTO.
During the period between the date hereof and November 15,
2007, you will continue to assist in good faith with closing of the
Company’s third quarter 2007 financial statements and
filings. You will conduct your affairs professionally, consistent
with your duties as Chief Financial Officer of the
Company. |
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2. |
Consideration . In consideration of the
covenants, warranties and releases given hereinafter,
St. Bernard Software will provide you with severance pay,
which consists of the equivalent of five months base pay,
which payments shall be made in the form of salary continuation and
which shall be subject to any required withholding for federal,
state or local taxes and employee health benefit contributions. In
addition, the Company will pay your COBRA premiums through April
of 2008, grossed up for income tax impacts . Severance payments
and benefits will cease in the event that you commence full time
employment within such five month period. |
The agreement by
St. Bernard Software to pay you is absolutely conditional and
contingent upon the effective release of all claims of every kind,
known or unknown, which have been asserted or could be asserted
against St. Bernard Software by you, including, without
limitation, any and all claims for payment of wages which amounts
are disputed, except for claims of indemnification to which
Mr. Riedler is entitled to under the bylaws of the Company,
any other written agreement of the Company or under Delaware law
(including indemnification in connection with the lawsuit filed by
Arthur Budman currently pending). The parties acknowledge that the
payment provided under this Agreement is in settlement of all
disputed claims and agree that you are not entitled to any other
consideration, compensation or benefits.
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3. |
General Release: In consideration of the
covenants contained herein, and subject to Section 2 above
with regard to indemnification claims, you, Al Riedler ,
hereby release and forever discharge the “Company”,
consisting of St. Bernard Software and each of its present and
former predecessors, successors, parent companies, subsidiaries,
affiliates, owners, stockholder, agents, directors, officers and
employees, and all personal acting by, through, under or in concert
with them, from any and all manner of actions suits, debts, liens,
contracts, agreements, promises, liability, claims, demands,
damages, loss, cost or expense, of any nature whatsoever, fixed or
contingent (hereinafter called “Claims”), which you now
have or may hereafter have against the Company, from the beginning
of time to the date of this General Release. |
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a. |
The release
includes, without limitation, any Claims arising out of, based
upon, or relating to your employment, compensation, or termination
from employment with the Company, and any Claims arising out of,
based upon, or related to Title VII of the Civil Rights Act of
1964, the Fair Labor Standards Act, the California Fair Employment
and Housing Act, the California Labor Code, the California Business
and
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Professions Code, the
Employee Retirement Income Security Act of 1974, the Age
Discrimination in Employment Act, or any other state or federal law
governing discrimination in employment, the payment of wages or
employment benefits, breach of contract, fraud, defamation,
infliction of emotional distress, breach of implied covenant of
good faith and fair dealings, wrongful discharge from employment,
or violation of constitutional rights.
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4. |
Age Discrimination Claim Waiver: This Agreement
in intended by the parties to release and discharge any and all
claims of Employee against Employer as set forth above, including,
but not limited to, any claims arising under the Age Discrimination
in Employment Act (ADEA), 29 U.S.C. section 621 et. seq. It is the
intent of Employer and Employee that this Agreement will satisfy
the requirements of the Older Workers’ Benefit Protection
Act, 29 U.S.C. section 626(f) for a valid waiver. The following
general provisions, along with the other pr |
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