Exhibit 10.10
SEPARATION AND RELEASE AGREEMENT
(Matthew Rowley)
This
Separation and Release Agreement (“Agreement”) is
made and entered into by and between Matthew Rowley
(“Employee”) and Onvia, Inc. (the
“Company”).
Both
parties wish to set forth the terms and conditions of
Employee’s departure from his employment with the
Company. The parties agree as follows:
1.
Separation Date. Employee’s
employment with the Company is ending effective
May 31, 2007 (the
“Separation Date”). Employee will be paid his salary
through the Separation Date, less all required or agreed upon
withholding. Employee will not be entitled to receive any further
compensation or benefits from the Company except as described in
the balance of this Agreement. Employee acknowledges that following
the Separation Date, Employee will have no authority to bind the
Company to any contract or agreement, or to act on behalf of the
Company or any of its affiliates, and the Company will not have any
obligation to reimburse Employee for any expenses incurred by
Employee on or after the Separation Date.
2.
Severance Payment.
The Company will pay Employee a total sum of
Eighty Five Thousand Dollars ($85,000.00)
as
a severance payment (“Severance Payment”). The
Severance Payment will be subject to all lawful or required
deductions and will be paid as salary continuation through November
30, 2007, following the same direct deposit instructions authorized
by Employee for payroll purposes. Employee and the Company
agree that the Severance Payment represents sufficient
consideration for the potential claims being released.
3.
Accrued Paid Time Off. Employee
will be paid for all accrued but unused paid time off (PTO) as of
the Separation Date, less all lawful and required deductions. PTO
will cease to accrue after the Separation Date.
4.
Stock Options Vesting and Acceleration.
As of the Separation Date, Employee has
Seventy Thousand Eight Hundred Twenty Two (70,822)
fully
vested and exercisable stock options granted under the Onvia, Inc.
Amended and Restated 1999 Stock Option Plan (the “1999
Plan”). Further,
Six Thousand
(6,000) additional
stock options will be accelerated pursuant to Employee’s
Employment and Noncompetition Agreement dated as of September 24,
2001, so that such options will be fully vested and exercisable as
of the Separation Date, contingent on Employee’s execution of
this Agreement and the expiration of the revocation period.
Employee acknowledges that accelerated stock options will not
qualify for preferential income tax treatment as an incentive stock
option under the Internal Revenue Code. Pursuant to the terms of
the 1999 Plan relating to termination of employment, Employee will
have three (3) months from the Separation Date (until August 31,
2007) to exercise each stock option to the extent such stock option
is or becomes vested as of the Separation Date, provided, however
that no stock option will remain exercisable beyond its maximum
stated term. Nonvested stock options will be forfeited upon the
Separation Date.
5.
Retirement Plans. Employee
will continue to be eligible as an “employee” of the
Company through the Separation Date for employer contributions made
to the Company’s 401(k) Plan, according to the terms of that
plan. Severance payments payable under this Agreement are not
included for the purpose of calculating contributions made on
Employee’s behalf to the Company’s 401(k) Plan. In
addition, Employee will be entitled to receive all accrued and
vested benefits from the 401(k) Plan, according to the terms of
that plan. Nonvested benefits will be forfeited upon the Separation
Date.
6.
Medical Benefits/COBRA Coverage. The
Company will continue to provide coverage under any group medical
benefits plan under which Employee and Employee’s dependents
were covered on the date of this Agreement, through and including
the Separation Date. Employee will be responsible to pay any
amounts chargeable as “employee premium contribution”
amounts with respect to any such coverage. Employee and
Employee’s covered dependents may be eligible to elect a
temporary extension of group health plan coverage under the
Consolidated Omnibus Budget Reconciliation Act of 1985, as
subsequently amended (“COBRA”).
In
the event that Employee elects to extend his group health plan
coverage, the Employee will be solely responsible for costs
associated with such continuation coverage for Employee and
Employee’s covered dependents. The
Company will pay Employee a total sum of
Six Thousand Two Hundred Thirteen Dollars and Forty Eighty Cents
($6,213.48) ,
which Employee may use to pay for such continuation coverage
costs. From
and after the Separation Date, the Company will have no
responsibility to provide medical benefits coverage to
Employee.
7.
Release of Claims. In
exchange for the Severance Payment and other benefits under this
Agreement, which are in addition to the benefits that Employee is
otherwise entitled to receive, Employee and Employee’s
successors and assigns forever release and discharge the Company
and its affiliated companies, and the employees, agents, officers,
directors and shareholders of any of them, from all claims,
demands, actions or causes of action, rights or damages, including
costs and attorneys’ fees, (collectively,
“Claims”),
which Employee may have on behalf of himself, known, unknown,
or later discovered which aros
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