Exhibit 10.3
January 7, 2009
Mr. Chris Fusco
Home Address
City, State, Zip
|
Re:
|
Separation
Agreement and Release
|
Dear Chris,
As you have been notified, your last
date of employment with Salary.com, Inc. (“Salary.com”)
will be on January 7, 2009 (the “Termination
Date”). While we regret the need to take this action, we are
pleased to be able to offer you and other affected employees the
severance pay and benefits described in this letter (the
“Letter Agreement”). As of the Termination Date, your
salary, wages, commissions or bonuses (if any), vacation accrual
and all other benefits and compensation of every kind or nature
from Salary.com will cease except as required by federal or state
law, or otherwise set forth below. You acknowledge that from and
after the Termination Date, you shall have no authority to
represent yourself as an employee or agent of Salary.com, and you
agree not to represent yourself in the future as an employee or
agent of Salary.com.
1. Vacation Pay . You will be
paid for all accrued and unused vacation time through the
Termination Date. The vacation pay will be paid to you by check on
the Termination Date.
2. Consideration . In
consideration of the promises agreed to by you in this Letter
Agreement (including your promises contained in the General Release
of Claims & Covenant Not to Sue section, below),
Salary.com will (a) continue to pay your current base salary,
less all applicable federal, state or local tax withholding,
F.I.C.A., and any other applicable payroll deductions for a period
of 15 weeks (the “Salary Continuation Period”). Such
payments shall be made in installments corresponding to
Salary.com’s regular pay periods and shall be mailed to you
at the address listed above; (b) provide you with medical and
dental benefits as described in the COBRA section below;
(c) accelerate the vesting on certain of your outstanding
equity grants as set forth in Section 4 below; and
(d) provide you with certain outplacement services as set
forth in Section 5 below (collectively referred to as the
“Severance Benefits”). Salary.com’s obligation to
pay you the Severance Benefits is subject to and conditioned upon
Salary.com’s receipt of this Letter Agreement signed by you,
the expiration of the seven (7) day revocation period
contained in Section 7, and your adherence to the terms of
this Letter Agreement.
3. COBRA . Effective upon the
Termination Date, you will have the opportunity to continue the
group medical and dental insurance coverage you currently receive
through the medical insurance plan offered by Salary.com to its
employees, to the extent that you are so entitled under the federal
law known as the Consolidated Omnibus Budget Reconciliation Act, 29
U.S.C. §§1161-1168 (COBRA). If you are eligible
under
COBRA, a notice to you concerning COBRA rights
and obligations will be forwarded to you. If you elect to continue
your coverage pursuant to COBRA, Salary.com will continue to pay
the employer’s portion of your medical and dental insurance
premiums during the Salary Continuation Period, under the terms in
effect on the Termination Date. If you would like to remain
eligible for COBRA coverage and choose to continue to receive such
coverage after the Salary Continuation Period, you will be
responsible for notifying the HR department and paying the full
insurance premium.
4. Equity Grants . As of the
Separation Date, Salary.com will accelerate the vesting of your
stock option grants such that any options which were due to vest
during the period from the Termination Date through January 8,
2012 will vest on the Separation Date. You will be entitled to
exercise only those stock options that are vested as of the
Separation Date, and only in accordance with the terms and
conditions thereof. In addition, Salary.com will accelerate the
vesting of your restricted stock awards such that any shares which
were due to vest during the period from the Termination Date
through January 8, 2012 will vest on March 11, 2009.
After the Termination Date, you acknowledge and agree that you do
not have now, and will not in the future have, rights to vest in
any other stock options or restricted stock award under any stock
incentive plan (of whatever name or kind) that you participated in
or were eligible to participate in during your employment with
Salary.com. Information regarding your vested equity grants and
related exercise and sale procedures will be provided to
you.
5. Career Transition Services
. Salary.com has engaged the services of Keystone Partners to
assist you with your search for new employment. You will have
access to consultants from Keystone Partners after your Termination
Date.
6. General Release of
Claims & Covenant Not to Sue . In consideration of the
Severance Benefits, you, for yourself and your heirs, legal
representatives, beneficiaries, assigns and successors in interest,
hereby knowingly and voluntarily release and forever discharge
Salary.com, its successors, assigns, parent corporations,
affiliates, subsidiaries, and all of their respective past, present
or future shareholders, officers, directors, employees, agents,
attorneys and representatives, whether in their individual or
official capacities (“Company Released Parties”), from
any and all actions or causes of action, suits, debts, claims,
complaints, contracts, controversies, agreements, promises,
damages, claims for attorneys’ fees, costs, interest,
punitive damages or reinstatement, judgments and demands
whatsoever, in law or equity, you now have, may have or ever had,
whether known or unknown, suspected or unsuspected, from the
beginning of the world to this date, including, without limitation,
any claims under the Age Discrimination in Employment Act, 29
U.S.C. §621 et seq.; Title VII of the Civil Rights Act of
1964, 42 U.S.C. § 2000e et seq.; the Employee Retirement
Income Security Act of 1974, as amended, 29 U.S.C. §1000 et
seq.; the Americans with Disabilities Act, 42 U.S.C. §12101 et
seq.; Massachusetts General Laws, Chapters 149, 151B, 214; the
Massachusetts Civil Rights Act; the Massachusetts Equal Rights Act;
claims for breach of contract or based on tort; and any other
statutory, regulatory or common law causes of action (“the
Released Claims”). You hereby acknowledge and understand
that this is a General Release and by signing this Agreement you
are giving up your rights to file any claim in any court and to
seek and/or receive any form of compensation arising from your
employment or separation from employment.
2
To the extent permitted by law, you specifically
agree not to commence any legal action in any state or federal
court (an “Action”) against any of the Company Released
Parties arising out of or in connection with the Released Claims.
To the extent permitted by law, you expressly agree that if you
commence such an Action in violation of this Agreement, you shall
indemnify the Company Released Parties for
