Exhibit 10.1
GENERAL RELEASE OF
ALL CLAIMS
TRADESTATION GROUP, INC., a Florida
corporation, and its agents, servants, officers, directors,
employees, subsidiaries, affiliates and successors, are hereinafter
collectively referred to as “Company.”
JOSEPH NIKOLSON, together with his or
her heirs, successors and assigns, is hereinafter referred to as
“Employee.”
WHEREAS, Employee desires to
compromise, finally settle and fully Release any and all claims
related to Employee’s employment and termination of
employment (such termination being in the form of a resignation by
Employee, effective January 1, 2009) that Employee in any
capacity may have or claim to have against Company.
WHEREAS, both parties understand,
acknowledge, confirm and agree that, in connection with
Employee’s resignation effective January 1, 2009,
(a) Employee intends to continue to work at Company’s
offices through the week ending December 12, 2008, and then be
available to work at home (and, if necessary, at Company’s
offices) from December 15 through December 31 (excluding
weekends and holidays), (b) Employee shall, before receiving
any payments, return and re-convey to Company all shares of common
stock of Company received by Employee as restricted stock pursuant
to restricted stock agreements (the terms of which require return
of all unvested shares to Company for no consideration upon
Employee’s resignation; and the parties confirm that none of
said shares have vested pursuant to those restricted stock
agreements), with the certificates for said shares duly signed (or
lost certificate affidavits, if applicable) and/or accompanied by
assigning documents as requested by Company, (c) with respect
to outstanding employee stock options held by Employee, pursuant to
the stock option agreements governing same, all options vested as
of December 31, 2008 shall be exercisable by Employee until the
earlier of (x) the date of expiration of the option, and
(y) December 31, 2009, (d) to the extent that
executive officers of Company are entitled to cash bonuses equal to
“80%” of total cash bonus potential for 2008
performance (pursuant to the formulas for annual cash bonuses for
2008 performance up to 80% of the total potential), Employee shall
receive and be paid a cash bonus equal to the amount generated by
said formulas (and there shall be no “discretionary”
20% portion payable), such payment to be made at the same time the
other executive officers receive their annual cash bonuses, and (e)
notwithstanding anything to the contrary in this Release,
Employee’s rights to indemnification pursuant to corporate
indemnity agreements between Company and Employee or corporate
articles of incorporation, bylaws or similar organizational
documents are unaffected by this Release and remain of full force
and effect in accordance with their respective terms.
NOW, THEREFORE, in consideration of
the foregoing, and (a) the payment to Employee of One Hundred
Forty Eight Thousand, Five Hundred Fifty-Seven Dollars and 75/100
Cents ($148,557.75), less the deduction of applicable taxes, and
(b) the payment (when due) of the portion of Employee’s
COBRA premiums (assuming Employee elects COBRA) that corresponds to
the portion of the premiums paid by the Company for the period
January through June 2009, the adequacy of which is hereby
acknowledged Employee, agrees as follows:
1. The recital above is true and
correct, and all agreements cited in the recital constitute a part
of this Release.
2. Employee does hereby release
and forever discharge Employer from any and all claims, demands or
liabilities whatsoever, whether known or unknown, which Employee
ever had or may now have against Employer, from the beginning of
time to the date of this Release. This Release includes, without
limitation, any claims, demands or liabilities relating to or
arising out of Employee’s employment with Employer or
separation of employment with Employer, including wrongful
discharge, breach of express or implied contract, unpaid wages, or
pursuant to any federal, state, or local employment laws,
regulations, ordinances, or executive orders prohibiting
inter alia , age, race, color, sex, national origin,
religion, handicap, marital status, familial status, sexual
orientation, and disability discrimination, such as the Age
Discrimination in Employment Act, Title VII of the Civil Rights Act
of 1964, Sections 1981 through 1988 of Title 42 of the United
States Code, the Civil Rights Act of 1866, the Americans with
Disabilities Act of 1990, the Rehabilitation Act of 1973, the
Florida Private Sector Whistleblower Act, the Immigration Reform
and Control Act, the Florida Civil Rights Act, the Family and
Medical Leave Act, Florida’s Workers’ Compensation
Retaliation Statute (Fla. Stat. §440.205), the Florida Wage
Discrimination Law (Fla. Stat. §448.07), the Florida Equal Pay
Law, the Florida AIDS Act (Fla. Stat. §§110.1125, 381.00
and 760.50), Florida Wage Payment Laws, Florida Discrimination in
the Basis of Sickle Cell Trait Law, the Florida and Federal
Constitutions; and any and all other applicable federal, state, and
local laws and regulations prohibiting, without limitation,
discrimination in employment, retaliation, conspiracy, tortious or
wrongful discharge, breach of an express or implied contract,
breach of a covenant of goo
