Haights Cross Communications,
Inc.
Separation and Release Agreement
On
November 10, 2008 this Separation and Release Agreement (the
“Release Agreement”) by and between Kevin McAliley (the
“Employee”), and Haights Cross Communications, Inc.
(the “Company”) is presented to the 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).
WHEREAS ,
Employee and the Company agreed to provide the Employee with
severance benefits pursuant to a statement of benefits that was
provided to the Employee on or about August 1, 2007 (the
“Severance Letter”), such Severance Letter being
updated to reflect the Employee’s current level of base
compensation; and
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 ,
the Employee shall cease to be employed by the Company effective as
of November 24, 2008.
NOW,
THEREFORE, in consideration of the mutual promises and
covenants herein contained it is hereby agreed as
follows:
1.
Separation Date . Employee shall resign as the President and
CEO of Triumph Learning, LLC, a wholly-owned subsidiary of the
Company, and as Executive Vice President of the Company, and cease
to be an employee of Company as of November 24, 2008 (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 as of the Separation Date.
The Company and Employee agree that the Employee’s last day
in the Company’s offices was October 22, 2008 and
thereafter he will remain available to consult with the Company as
reasonably requested by the Company until the Separation
Date.
2.
Severance . In consideration of Employee’s accepting
and not revoking this Release Agreement:
(a) Company
shall pay, via wire transfer, Employee a lump sum of $606,300
subject to expiration of the revocation period described in
Section 15 no later than seven (7) business days
following the Separation Date, which amount would not be due him if
he did not execute this Release Agreement. If there is any
inconsistency between the Severance Letter and this
-1-
Release
Agreement, this Release Agreement shall control. The payments
indicated in this Section 2(a) hereof shall be net of all other
withholdings consistent with past practices or as otherwise
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 the Severance
Letter.
(b) If the
Employee elects COBRA continuation coverage, then the Company shall
reimburse the Employee for the portion of COBRA continuation
coverage monthly premium in an amount equal to the amount of
monthly health and welfare premiums that the Company pays on behalf
of active employees of the Company for up to eighteen
(18) months (the “Benefit Continuation Period”).
The Employee will be responsible for paying the employee portion
for the COBRA continuation premiums. If the Employee becomes
eligible to receive health insurance coverage under another
employer’s group health plan at any time during the Benefit
Continuation Period, then the Company’s obligation to pay the
Employee portion of the health and welfare premiums shall
immediately cease. The benefits provided under this Section 2(b)
are expressly subject to the Employee electing COBRA continuation
coverage and not being eligible to receive coverage under another
employer’s group health plan.
(c) Accrued
Vacation. The Company shall pay employee accrued but unused
vacation of $22,040 simultaneous with his last payroll amount on
November 24, 2008. All amounts due hereunder shall be paid by
wire transfer to Employee’s Chase bank account. ABA routing
number 021000021, account number 937016997265.
(a) In
consideration for, among other things, the payments to be made
pursuant to Sections 2(a) and (2(b), 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
Severance Letter or any other agreement, whether oral or written,
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,
Employee retirement Income Security Act of 1974, for defamation or
other torts (subject to Sections 8 and 10), 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
-2-
issues which
could have been asserted by the Releasing Parties against the
Released Parties in any legal, administrative or other proceeding
in any jurisdiction.
(b)
Exceptions . This Release Agreement does not
(i) prohibit or restrict the Employee from communicating,
providing relevant information to or otherwise cooperating with the
EEOC or any other governmental authority with responsibility for
the administration of fair employment practices laws regarding a
possible violation of such laws or responding to any inquiry from
such authority, including an inquiry about the existence of this
Release Agreement or its underlying facts, or (ii) preclude
Employee from benefiting from classwide injunctive relief awarded
in any fair employment practices case brought by any governmental
agency.
(c) It is
understood and agreed that, with the exception of all obligations
of the Company pursuant to the terms and conditions set forth in
any employee benefit plan, all which shall remain fully binding and
in full effect subsequent to the execution of this Release
Agreement in accordance with the terms and conditions set forth
therein, the payment of accrued and unused vacation pay and payment
of accrued and unpaid wages through the Separation Date, the
release set forth in the preceding Section is intended as and shall
be deemed to be a full and complete release of any and all claims
that Employee or Releasing Parties may or might have against
Releasees, or any of them, arising out of any occurrence arising on
or before the Execution Date and said release is intended to cover
and does cover any and all future damages not now known to Employee
or which may later develop or be discovered, including all causes
of action therefore and arising out of or in connection with any
occurrence arising on or before the Execution Date.
4. ADEA
Release . By signing and returning this Release Agreement,
Employee acknowledges that Employee:
|
