SEPARATION AGREEMENT AND GENERAL RELEASE
This SEPARATION
AGREEMENT is entered into by and between Mr. Robert D. Jenkins of
229 Keeler Drive, Ridgefield, Connecticut (“JENKINS”)
and Tasker Capital Corp., a Nevada corporation
(“TASKER”);
WHEREAS JENKINS
and TASKER both wish to end JENKINS’ employment agreement
with TASKER dated November 15, 2004, as amended May 6,
2005:
WHEREAS JENKINS
and TASKER both believe it to be in their mutual interest to set
forth in writing the terms and conditions of their mutual
understanding; and agreement concerning the terms of Jenkins’
employment termination; and
WHEREAS, this
Agreement shall govern and control the aforementioned employment
agreement and the Employee Nonstatutory Stock Option Agreement
dated November 15, 2004, from the effective date hereof, and shall
supersede all prior oral and written agreements between JENKINS and
TASKER, except as specifically set forth below.
NOW THEREFORE,
in consideration of the mutual covenants set forth below, and of
other valuable consideration, the receipt and sufficiency of which
are acknowledged, the parties stipulate and agree as
follows:
1. TASKER, as used herein, shall at all times mean
TASKER CAPITAL CORP., its predecessors, parents, subsidiaries,
divisions and affiliates, all the companies’ respective
successors and assigns; and their respective current, former or
future officers, directors, employees, agents, shareholders,
insurers, or legal representatives, whether in their individual,
representative or official capacities.
2. Subject to TASKER’S receipt of a fully
executed copy of this Agreement, TASKER shall pay JENKINS his base
salary for the period February 16, 2006 through June 28, 2006,
inclusive, payable at the annual base salary rate set forth in
paragraph 2 of May 6, 2005 first amendment of his employment
agreement (the “Base Salary”). TASKER, at its option,
may pay the Base Salary in a lump sum on February 16, 2006 or in
bi-weekly installments after February 16, 2006 in accordance with
the regular payroll practices of TASKER for its executives. The
Base Salary shall include paid holidays. All payments hereunder
shall be subject to all applicable federal, state or local tax
withholding, F.I.C.A., and any other applicable payroll deductions.
In addition, JENKINS and his dependents shall continue to be
eligible to participate in TASKER’S group medical and dental
plans until August 31, 2006, with TASKER continuing to pay Eighty
Percent (80%) of the premium amounts for this coverage. TASKER
agrees to pay any unreimbursed business expenses to JENKINS and to
pay JENKINS Two Thousand Dollars ($2,000) associated with the
settlement of the TASKER-funded dental plan by February 15, 2006.
JENKINS shall be entitled to no further compensation from TASKER in
connection with his employment or the termination
thereof.
3.
JENKINS shall retain the option to
purchase 1,000,000 shares granted to him under the Employee Stock
Option Agreement dated November 15, 2004, which remains in full
force and effect, except that: (a) the option period reflected in
paragraph 4 and 7 shall remain ten (10) years from the grant date;
(b) in the event of JENKINS’S death, his options may be
exercisable by his beneficiaries, or heirs until the fifth
anniversary of the option grant; and (c) JENKINS’S options
shall not expire as a result of him terminating his employment with
TASKER.
4. JENKINS shall on or before February 10, 2006
return the motor vehicle provided to him by TASKER. TASKER
indemnifies and holds JENKINS harmless for any financial or legal
obligation associated with this motor vehicle that arises after its
return to TASKER and TASKER agrees to make any required lease
payments.
5.
In consideration of the mutual
promises and covenants contained herein, the consideration
identified in Sections 2 and 3, and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, JENKINS, for himself and his heirs, legal
representatives, beneficiaries, assigns and successors-in-interest,
hereby releases and forever discharges TASKER (the “TASKER
RELEASED PARTIES”), of and from any and all actions or causes
of action, suits, debts, claims, complaints, contracts,
controversies, agreements, promises, damages, claims for
attorney’s fees, punitive damages
