Exhibit 10.11
SEPARATION AND RELEASE AGREEMENT
(Peter W. Noble)
This
Separation and Release Agreement (“Agreement”) is
made and entered into by and between Peter W. Noble
(“Employee”) and Onvia, Inc. (the
“Company”).
Both
parties wish to set forth the terms and conditions of
Employee’s departure from Employee’s employment
with the Company. In consideration of the mutual
promises contained in this Agreement, the parties agree as
follows:
1.
Separation Date. Employee’s
employment with the Company is ending effective
May 16, 2007 (the
“Separation Date”). Employee will be paid
Employee’s 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
ONE HUNDRED THOUSAND DOLLARS ($100,000.00)
as
a severance payment (“Severance Payment”). The
Severance Payment will be subject to all lawful or required
deductions and will be paid in a lump sum, following the same
direct deposit instructions authorized by Employee for payroll
purposes, if applicable. 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 any earned but unused paid time off
(approximately 176 hours), less all lawful and required
deductions.
4. Stock Options.
As of the Separation Date, Employee has
73,334 fully
vested and exercisable stock options granted under the Onvia, Inc.
Amended and Restated 1999 Stock Option Plan (the “1999
Plan”). Employee acknowledges that as a consequence of
Employee’s termination as an Onvia employee on the Separation
Date, and pursuant to the terms of each stock option that has been
granted to Employee under the 1999 Plan, Employee will have three
(3) months from the Separation Date (until August 16, 2007) to
exercise each stock option to the extent each stock option was
vested on the Separation Date. Nonvested stock options will be
forfeited upon the Separation Date.
5.
The Company’s 401(k) Plan.
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 the Company’s 401(k) Plan. Severance payments
payable under this Agreement are not included for the purpose of
calculating 401(k) contributions made on Employee’s
behalf. 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. The
Company will pay Employee a total sum of
TWO THOUSAND SEVENTY FIVE DOLLARS AND SEVENTY SIX
CENTS ($2,075.76),
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
consideration of 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 Employee’s
behalf, known, unknown, or later discovered which arose prior to
the date Employee signs this Agreement
, except as set forth below. .
7.1.
This release includes but is not limited to: Claims for breach
of express or implied contract, breach of covenant of good
faith and fair dealing, wrongful discharge, constructive
discharge, defamation, tortious interference with
business
expectancy,
personal injury, mental distress, or impaired reputation;
Claims for unpaid salary, wages, commissions, bonuses or other
compensation under any federal, state or local wage and hour
or wage claims statutes; Claims arising under the Age
Discrimination in Employment Act, the Civil Rights Acts, the
Equal Pay Act, the Americans
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