EXHIBIT 10.1
Haights Cross Communications, Inc.
Separation and Release Agreement
On August 24, 2007 this
Separation and Release Agreement (the or this “Release
Agreement”) by and between Peter J. Quandt
(“Employee”), on the one hand and Haights Cross
Communications, Inc. (the “Company”) on the other hand,
is presented to Employee. This Release Agreement, executed on the
date specified below (the date of execution by the Employee
hereinafter referred to as the “Execution Date”), shall
be in full force and effect as of the Effective Date (as defined
below).
RECITAL
WHEREAS , Employee and
Company desire to reach a mutual understanding and acceptance of
the terms and conditions related to Employee’s separation
from employment with Company;
WHEREAS , Employee and
Company have entered into that certain Employment Agreement dated
January 31, 2007 (the “Employment
Agreement”);
WHEREAS, Employee and Company
entered into a certain Noncompetition Agreement, dated January 31,
2007 (the “Noncompetition Agreement”);
WHEREAS , Employee and
Company entered into a certain Management Stock Purchase Agreement,
dated August 10, 2007 ( the “Stock Purchase
Agreement”), pursuant to which Employee purchased 225,000
shares of the common stock, $.001 par value, of Company (the
“Employee Stock”);
WHEREAS, on or about
August 10, 2007 a recapitalization of the equity of Company
was effectuated as a result of which Employee was issued 78,736
shares of the common stock, $.001 par value, of Company (the
“PJQ Stock”)
WHEREAS , Employee and
Company are parties to a certain Shareholders Agreement, dated
August 10, 2007 (the “Shareholders Agreement”).
AGREEMENT
NOW, THEREFORE, in
consideration of the mutual promises and covenants herein contained
it is hereby agreed as follows:
1. Employee shall cease to be an
employee of Company as of August 24, 2007 (the
“Separation Date”) and shall execute and deliver a
letter of resignation to the Company in the form attached as
Exhibit A hereto and dated the Separation Date.
2. In consideration of
Employee’s accepting and not revoking this Release
Agreement:
(a) Company shall pay Employee a
lump sum of $2,583,954.76 upon expiration of the revocation period
described in Section 20 and shall pay Executive $62,500 each
month following the Separation Date for twenty (20) months in
accordance with Section 3 of the Noncompetition Agreement and
the terms therein, which amounts would not be due him if he did not
execute this Release Agreement. If there is any inconsistency
between the Employment Agreement and this Release Agreement, this
Release Agreement shall control. The payments indicated in this
Section 2 hereof shall be net of all other withholdings
required by law, including, without limitation, applicable federal
and state taxes and shall be in lieu of, and full satisfaction
thereof, any and all payments due pursuant to Section 3 of the
Employment Agreement.
(b) As of the Effective Date,
all of the Employee Stock shall be deemed to be “Vested
Shares” as such term is defined under the Stock Purchase
Agreement. If there is any inconsistency between this Release
Agreement and the Stock Purchase Agreement, this Release Agreement
will control; provided, however, that nothing herein shall
supersede or modify the provisions of Sections 4(b) and 5,
respectively, of the Stock Purchase Agreement. Notwithstanding any
other provision contained herein, Employee is not waiving or
releasing any of the rights of Employee in the Employee Stock or
the PJQ Stock.
3. Employee agrees that Company
is authorized to open any and all business mail addressed to
Employee at Company’s address. Employee further understands
that the Company will not be responsible for forwarding mail.
4. (a) In consideration
for, among other things, the payments to be made pursuant to
Section 2 (a) above and the vesting of the Employee Stock
pursuant to Section 2 (b) above, Employee, for himself,
his agents, legal representatives, assigns, heirs, distributes,
devisees, legatees, administrators, personal representatives and
executors (collectively, the “Releasing Parties”),
hereby releases and discharges the Company and its present and past
subsidiaries and affiliates, its and their respective successors
and assigns, and the present and past shareholders, officers,
directors, employees, agents and representatives of each of the
foregoing (collectively, the “Releasees”), from any and
all claims, demands, actions, liabilities and other claims for
relief and remuneration whatsoever, whether known or unknown, from
the beginning of the world to the date Employee signs this Release
Agreement, excluding any and all claims, demands, actions,
liabilities and other claims for relief and remuneration under the
Employment Agreement and Noncompetition Agreement, but otherwise
including, without limitation, any claims arising out of or
relating to Employee’s employment with and termination of
employment from the Company, for wrongful discharge, for breach of
contract, for discrimination or retaliation under any federal,
state or local fair employment practices laws, including, Title VII
of the Civil Rights Act of 1964 (as amended by the Civil Rights Act
of 1991), the Family and Medical Leave Act, the Americans with
Disabilities Act, the Age Discrimination in Employment Act, for
defamation or other torts, for wages, bonuses,
incentive compensation, stock, stock options, vacation pay or any
other compensation or benefit and any claims under any tort or
contract (express or implied) theory, and any of the claims,
matters and issues which could ha
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