RESIGNATION AGREEMENT AND
RELEASE
This Resignation
Agreement and Release (the “Agreement”) is made
June 27, 2008, by and between W. John Frederick
(“Executive”) and Zareba Systems, Inc.
(“Zareba”), a Minnesota corporation.
WHEREAS, Executive
has been employed by Zareba; and
WHEREAS, Executive
and Zareba want to document their agreement concerning the terms of
the termination of Executive’s employment and resolve any
actual and potential disputes between them.
NOW, THEREFORE, in
consideration of the mutual promises and covenants in this
Agreement, Zareba and Executive agree as follows:
1.
Premises . The Recitals are incorporated into this Agreement
and made part of it.
2.
Definitions . The “Company” means Zareba, its
subsidiaries and affiliated and predecessor companies, and the
present and former officers, directors, employees, shareholders,
consultants, attorneys, accountants, auditors and agents of any of
them, whether in their individual or official capacities, and the
current and former trustees or administrators of any pension or
other benefit plan applicable to the employees or former employees
of the Company, in their individual and official capacities.
“Executive” means Executive and anyone who has or
obtains legal rights or claims through Executive.
3. End of
Employment; Certain Resignations . Executive’s employment
terminated effective June 27, 2008.
Executive resigns
effective immediately as a director and/or officer of all of the
direct or indirect subsidiaries of the Company, including without
limitation, Zareba Security, Inc., Zareba Systems of Canada, Ltd.,
Zareba Systems Europe Limited, No. 549 Leicester Limited,
Rutland Electric Fencing Co., Limited, Rutland Electric Fencing Co.
(Scotland) Limited and Electric Shepherd Products
Limited.
4.
Payments and Other Consideration . Specifically in
consideration for Executive’s agreement to this Agreement,
and as settlement of any and all claims which Executive has made or
could make against the Company, if Paragraph 5 of this
Agreement is not rescinded by Executive or otherwise such Paragraph
is not or does not become void or unenforceable, the termination of
Executive’s employment will be characterized by the parties
as a resignation, and Zareba will pay Executive an amount equal to
Executive’s base salary in effect on June 27, 2008, for
approximately four (4) months in eight (8) equal
bi-weekly installments beginning on the first
day after
July 18, 2008, on which Zareba makes its regular payroll
payments and pay for the four (4) month period during which
such installments are payable, the cost (COBRA premiums) of all
existing health/medical/dental benefit plans in which Executive
participated as of June 27, 2008.
If it is
reasonably possible, at Executive’s sole expense, Executive
may arrange for the transfer to a new cell phone purchased by
Executive the telephone number of the cell phone heretofore used by
Executive.
If it is
reasonably possible, from the date of this Agreement until
July 26, 2008, the Company will endeavor to forward, to an
email address provided by Executive to the Company, personal emails
addressed to Executive at the email address of Executive at the
Company. Executive confirms that Executive has no expectations of
privacy concerning emails addressed to Executive at the email
address of Executive at the Company. Executive understands that
Company personnel will read emails addressed to Executive at the
email address of Executive at the Company and determine in their
sole and absolute discretion which emails, if any, are to be
forwarded to Executive pursuant to this paragraph. The Company will
have no liability to Executive for any delay or failure to forward
personal emails addressed to Executive at the email address of
Executive at the Company.
The Company will
promptly pay Executive an amount equal to Executive’s accrued
but unused vacation as of June 27, 2008.
The Company will
have no other obligations to pay Executive any other amounts or
provide other benefits or consideration to Executive except as set
out in this Section.
Except as provided
for in this Agreement, neither Executive or Executive’s
attorneys will make any claim against the Company for
attorneys’ fees, costs, interest or any and all other
expenses which may have been incurred by Executive and Executive is
personally responsible for all of Executive attorney’s fees
and costs, if any.
5.
Release of Claims by Executive .
a. Executive
releases and forever discharges the Company of and from any and all
claims, actions, causes of action, administrative claims,
individual or class action claims, or demands of any kind
whatsoever Executive has or might have against the Company, whether
in law or equity, contract or tort, arising out of or in connection
with Executive employment with the Company, the termination of that
employment, or otherwise. Except for the consideration payable to
Executive under Section 4, such release includes, without
limiting the generality of the foregoing, any claims Executive may
have for wages, bonuses, commissions, penalties, claims for
punitive or liquidated damages, severance, attorney’s fees,
costs and disbursements, vacation pay, or other benefit, based upon
any claim of defamation, breach of contract or tort, at common law,
or under any federal, state or local statute or ordinance
prohibiting discrimination or harassment in employment, including
any claims for discrimination arising under the Age Discrimination
in Employment Act, 29 U.S.C. § 621, et seq. , Title VII
of the Civil Rights Act, 42 U.S.C. § 2000e et
seq ., the Americans With Disabilities Act, 42 U.S.C. §
12101 et seq ., the
Civil Rights
Acts of 1866 and 1991, including Section 1981 of the Civil
Rights Act, the Family and Medical Leave Act, the Vocational
Rehabilitation Act, Employee Retirement Income Security Act of
1976, the Minnesota Human Rights Act, § 363.01A et seq
., or any other claim of discrimination, harassment and/or
retaliation arising under federal, state or local law, or any other
claims in any manner relating to Executive employment with and
termination of employment with Zareba, or otherwise, arising in law
or equity, whether known, suspected, or unknown, and however
originating or existing, to the date of Executive signing of this
Agreement. Executive releases and discharges the Company not only
from any and all claims that Executive could make on Executive own
behalf, but also those that may or could be brought by any other
person or organization on Executive behalf. Executive is not
waiving any right to file a charge with the Equal Employment
Opportunity Commission (in connection with any statutes enforced by
that agency), or to participate in any Equal Employment Opportunity
Commission investigation. Executive understands and specifically
acknowledges however, that Executive is waiving all of
Executive’s rights to any individual relief under any and all
claims encompassed by the preceding language.
b. To the
extent permitted by law, Executive will not institute any claim for
damages, by civil action, administrative proceeding or other legal
proceeding, or authorize any other party, governmental or
otherwise, to institute any claim for damages via civil action,
administrative proceeding, or other legal proceeding against the
Company based on any claim, including but not limited to the claims
described in Paragraph 5(a), arising in law or equity, whether
known, suspected or unknown and however originating or existing, to
the date of Executive signing of this Agreement. Executive waives
any and all relief not provided for in this Agreement. Executive
expressly agrees the payments and other consideration provided to
Executive under this Agreement fully compensates Executive for and
extinguishes any and all claims arising out of Executive’s
employment, separation from employment, or otherwise with
Zareba.
c. Executive
affirms that Executive has not caused or permitted to be filed any
charge, complaint or action against the Company. In the event that
there is outstanding any such charge, com
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