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Exhibit 10.57
(GREENFIELD ONLINE LOGO)
September 28, 2005
Mr. Dean A. Wiltse
4 Brandon Circle
Wilton, CT 06897
Re:
Separation
Agreement And General Release
Dear Dean,
This
separation agreement and general release ("Agreement") sets forth
the
agreement concerning your separation from
employment with Greenfield Online,
Inc. (the "Company").
1.
CESSATION
OF EMPLOYMENT. Pursuant to section 4(a) of the employment
agreement between yourself and the Company
(the "Employment Agreement"), dated
April 1, 2004, the Company hereby confirms
with you that we have mutually agreed
to the cessation of your employment
effective September 28, 2005 (the
"Separation Date"). The Company also
accepts your resignation from the Board of
Directors as well as your resignation from
all other positions with Greenfield's
subsidiaries and affiliated companies.
2.
PAYMENTS DUE AS A RESULT OF SEPARATION. Pursuant to section 5(a) of
the
Employment Agreement, the Company will pay
you, less applicable withholdings and
deductions, (i) your regular base salary of
$400,000 annually to and through the
Separation Date and (ii) severance pay in
the amount of your regular base salary
of $400,000 annually for a period of
twenty-four (24) months immediately
following the Separation Date (the
"Severance Period"). The foregoing payments
shall be made in the form of salary
continuation pursuant to the Company's
regular payroll practices. Consistent with
the Company's bonus plan applicable
to the calendar year 2005 and the
Employment Contract, because you have failed
to attain your performance objectives for
2005 and for the percentage of the
current fiscal year that has elapsed
through the Separation Date, you are not
entitled to, and have not been awarded, any
annual bonus (pro rata or otherwise)
for 2005. In the event of a "Change In
Control" the remaining Severance Period,
if any, shall be accelerated and all
amounts of severance pay remaining, if any,
shall become immediately due and payable
(the "Acceleration Payment") to you
within thirty (30) days of the date of the
Change In Control; provided, however,
no Acceleration
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Mr. Dean A. Wiltse
Page 2
SEPTEMBER 28, 2005
Payment shall be made to you until the
expiration of the non-competition period
set forth in paragraph 8 of the Employment
Agreement. A "Change of Control"
shall be deemed to have occurred if: (A) at
any time after the date hereof,
there shall occur (1) any consolidation or
merger of Company in which Company is
not the continuing or surviving corporation
or pursuant to which the shares of
common stock of Company ("Common Stock")
would be converted into cash,
securities or other property, or (2) any
sale, lease, exchange or other transfer
(in one transaction or a series of related
transactions) of assets accounting
for 80% or more of total assets or 80% or
more of the total revenues of Company,
other than, in case of either (1) or (2), a
consolidation or merger with, or
transfer to, a corporation or other entity
of which, or of the parent entity of
which, immediately following such
consolidation, merger or transfer, (x) more
than 50% of the combined voting power of
the then outstanding voting securities
of such entity entitled to vote generally
in the election of directors (or other
determination of governing body) is then
beneficially owned (within the meaning
of Rule 13d-3 under the Securities Exchange
Act of 1934) by all or substantially
all of the individuals and entities who
were such owners of Common Stock
immediately prior to such consolidation,
merger or transfer in substantially the
same proportion, as among themselves, as
their ownership of Common Stock
immediately prior to such consolidation,
merger or transfer, or (y) a majority
of the directors (or other governing body)
consists of members of the Board of
Directors of Company in office on the date
hereof (were appointed after the date
hereof by the vote of the majority of such
Directors); or (B) at any time after
the date hereof, the stockholders of
Company approve a complete liquidation or
dissolution of Company, except in
connection with a recapitalization or other
transaction which does not otherwise
constitute a Change of Control.
3.
ADDITIONAL
SEVERANCE IN EXCHANGE FOR SIGNING AGREEMENT. In
consideration for executing this Agreement
and in exchange for the promises,
covenants, releases, and waivers set forth
herein, the Company will pay you the
additional severance benefits (provided you
do not revoke this Agreement
pursuant to paragraph 18, below) set forth
in Section 5. You acknowledge and
agree that, if you do not enter into this
Agreement, you will not be entitled to
the severance benefits provided by this
paragraph and you will receive only the
severance pay set forth in paragraph 2,
above. All severance benefits provided
for in this paragraph 3 will be reported to
you on IRS form 1099.
4.
STOCK AND
STOCK OPTIONS. All restricted stock, stock options or
other equity based incentive awards that
you have been offered or awarded by the
Company, and the terms and conditions
thereof, shall continue to be governed by
the applicable agreements and plan
documents governing such options and awards
(collectively, the "Stock Agreements"), as
modified by Section 5(c) of the
Employment Agreement. Provided that you
have complied with all applicable laws,
rules, regulations and Company policies
related to the sale of unregistered
securities, the Company agrees to take
prompt action at your request to assist
in the removal of any restrictive legend
affixed to your stock certificates.
5.
COBRA
INSURANCE AND OTHER PAYMENTS. The Company will pay you or on
your behalf the following additional
severance benefits: (i) For a period of 24
months following Separation of your
employment, the Company will continue to pay
the premiums due
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Mr. Dean A. Wiltse
Page 3
SEPTEMBER 28, 2005
on your individual life and disability
policies previously provided by the
Company as a benefit to you, (ii) for a
period of twelve (12) months following
the Separation of your employment, the
Company will pay the COBRA payments for
the continuation of your group health and
dental coverages under the Company's
group plans as they exist during such 12
month period, and (iii) the Company
will pay you a lump sum payment of $15,384
within 30 days of the date of this
Agreement.. To the extent you remain
entitled to insurance continuation coverage
under COBRA after the initial twelve month
period you will be entitled to
continue those benefits at your own expense
in accordance with 29 U.S.C Sec.
1162.
6.
NO OTHER
PAYMENTS. You represent, warrant and acknowledge that the
Company owes you no wages, commissions,
bonuses, sick pay, personal leave pay,
severance pay, vacation pay, reimbursement
for business expenses or other
compensation or benefits or payments or
form of remuneration of any kind or
nature, other than that specifically
provided for in this Agreement.
7. GENERAL RELEASE.
Except for the obligations undertaken by the
Company under this Agreement, you, on your
own behalf, and on the behalf of your
respective descendants, dependants, heirs,
executors, administrators, assigns
and successors, hereby generally release
the Company, its parent and subsidiary
organizations and related companies, and
their successors and assigns, and any
company or individual employed by or
affiliated with such organizations and each
of their officers, directors, employees,
representatives, agents, attorneys, and
shareholders (collectively, "Releasees")
from any and all rights, actions,
suits, claims or demands of all kinds and
descriptions (collectively, "claims")
that you ever had, now have or hereafter
can, shall or may have against
Releasees by reason of or arising out of
any act, matters or omissions of
Releasees on or before the date of your
execution of this Agreement, including,
but not limited to, all claims regarding
your employment with the Company, any
events that may have occurred during the
course of your employment or the
Separation of your employment, or any other
matters or claims of any kind or
nature. This includes, without limitation,
a release of any claims for unpaid
wages, holiday pay, overtime or other
compensation, breach of contract
(including without limitation the
Employment Agreement), wrongful discharge,
disability benefits, life, health and
medical insurance, sick leave, or any
other fringe benefit, employment
discrimination, unlawful harassment,
retaliation, emotional distress, violations
of public policy, defamation,
wrongful Separation and severance pay. You
are also specifically releasing any
rights or claims you may have, if any,
under the Family and Medical Leave Act,
the Worker Adjustment Retraining and
Notification Act, the Age Discrimination in
Employment Act ("ADEA") (which prohibits
discrimination in employment based on
age), Older Workers Benefit Protection Act
of 1990 ("OWBPA") (which also
prohibits discrimination in employment
based on age), Title VII of the Civil
Rights Act of 1964, the Civil Rights Act of
1991, the Civil Rights Act of 1866,
the Rehabilitation Act, the Labor
Management Relations Act, the Equal Pay Act,
the Americans with Disabilities Act, the
Connecticut Fair Employment Practices
Act, all the above statutes as amended from
time to time and any other federal,
state or local laws, rules or regulations
whether equal employment laws, rules
or regulations or otherwise, or any right
under any Company pension, welfare, or
stock plans. This release covers both
claims that you know about, and those that
you may not know about.
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Mr. Dean A. Wiltse
Page 4
SEPTEMBER 28, 2005
By signing this Agreement, you are forever
giving up your rights to make the
aforementioned claims or demands. Provided,
however, that this release is not
intended to waive any claims or rights you
may have under any employee benefit
plan, equity interests in the form of stock
grants and/or options, any rights to
indemnification from or against the Company
relating to your acts or omissions
as an employee, officer or director of the
Company, and any claims based on any
alleged brea
