EXHIBIT 10.1
GENERAL SEPARATION AND RELEASE AGREEMENT
THIS GENERAL SEPARATION AND RELEASE
AGREEMENT (“ Agreement ”) is entered into as of
August 8, 2007, by and between COSÌ, INC., a Delaware
corporation, its subsidiaries, and successors and assigns
(collectively, the “ Company ”), and PATRICK
DONNELLAN, a resident of the State of Connecticut (“
Employee ”).
Employee and the Company agree as
follows:
1. Resignation and
Separation. The employment relationship between Employee and
the Company shall terminate on August 8, 2007 (the
“ Separation Date ”). In addition to
Employee’s pro rata bi-weekly salary, less applicable
withholding taxes and deductions, to be paid to Employee through
the Separation Date, payment for vacation earned through the
Separation Date (based upon an accrual rate of 1.25 days per
full month), less applicable withholding taxes and deductions, and
reimbursement for any expenses incurred in the ordinary course of
business and in accordance with the Company’s business
expense reimbursement policy, the Company agrees to pay to Employee
severance as set forth in Section 2 below.
2. Severance
Compensation . Subject to the terms of this Agreement, and
providing Employee signs and does not revoke this Agreement, the
Company agrees to pay to Employee the additional compensation and
other benefits as set forth below:
A.
Severance . Payments in an amount equal to TWENTY-SIX
WEEKS of Employee’s salary, totaling ONE HUNDRED ONE
THOUSAND FOUR HUNDRED NINETY-NINE AND 99/100 ($101,499.99) ,
less applicable withholding taxes and deductions, payable in
bi-weekly equal installments in accordance with the Company’s
payroll procedures, in the form of a check to be mailed to
Employee’s payroll address on file with the Company or to
such other address as may be designated in writing by Employee or
by electronic transfer. Such payments shall commence as of the
Company’s first regularly scheduled pay date following the
Separation Date and shall continue on each such bi-weekly pay date
thereafter until such amount is paid in full.
B.
Medical and Health Benefits . Employee’s medical and
health benefits shall continue through August 31, 2007
, and the Company will pay the COBRA premium to provide medical and
health benefits through April 30, 2008 , after which
Employee may elect, at Employee’s expense, to continue
benefits coverage pursuant to Employee’s rights under the
Consolidated Omnibus Budget Reconciliation Act (“
COBRA ”).
Employee
acknowledges that the foregoing payments and benefits set forth in
this Section 2 are compensation which the Company would not
be required to pay to Employee. Except for the amounts expressly
set forth in Section 1 above for services rendered and
vacation earned as of the Separation Date, and in this
Section 2 as additional compensation in accordance with
the terms hereof, no other compensation or benefits are due to
Employee by the Company under this Agreement or otherwise.
3. Return of Company
Materials. Employee agrees to and shall promptly return to the
Company at the Cosi Support Center, or such other location as may
be agreed to by Employee and the Company, all property of the
Company in Employee’s control or possession, including,
without limitation, confidential and proprietary information of the
Company, keys, and key cards, security codes, laptop computer,
training materials, files, customer lists, franchisee lists, and
any other equipment, materials, or information of the
Company.
4. Employee Release. For
and in consideration of the payments and/or other benefits to be
provided to and/or on behalf of Employee pursuant to this
Agreement, the sufficiency of which Employee hereby acknowledges,
Employee, on behalf of Employee and Employee’s heirs,
executors and assigns, hereby releases and forever discharges the
Company and its stockholders, parents, affiliates, subsidiaries,
divisions, any and all current and former directors, officers,
executives and agents thereof, and their heirs and assigns, and any
and all pension benefit or
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