EXHIBIT 10.1
SEPARATION AGREEMENT AND GENERAL RELEASE
THIS SEPARATION AGREEMENT AND GENERAL RELEASE ("Agreement"),
entered
into between LION, Inc ("LION") and Randall D. Miles ("Miles") is
made with
respect to the following facts:
A.
Miles was employed by LION as its Chief Executive Officer.
B.
Miles informed LION he wished to resign for "Cause" pursuant
to his Employment Agreement. A disagreement exists between LION and
Miles as to
whether such contractual "Cause" for resignation exists. The
parties now desire
to amicably settle all actual and potential differences between
them arising out
of Miles's employment with, and resignation from, LION. Therefore,
in exchange
for the mutual promises contained in this Agreement, it is
agreed:
1.
Miles' employment with LION and any positions as an officer or
director with LION shall terminate by voluntary resignation
effective upon the
close of business on April 1, 2007. LION shall pay Miles his salary
and accrued
vacation through and including April 1, 2007, in accordance with
LION's
regularly scheduled payroll practice.
2. In
exchange for Miles providing at least six (6) months of
consulting services to LION that are more fully described on
attached Exhibit A,
the release of claims, and other promises contained in this
Agreement, LION
shall, for a period of six (6) months, provide to Miles: (i)
compensation in an
amount equal to Miles final LION salary, payable in equal monthly
installments
on or about the 15th of each month; (ii) to the extent approved by
each
applicable insurer, all immediately previously LION-paid life
insurance premiums
for Miles and family members; and (iii) payment toward COBRA
premiums in an
amount equal to previously paid LION contributions, should Miles
elect COBRA. In
addition, LION shall
1
<PAGE>
purchase a new laptop computer for Miles, provided the purchase
price does not
exceed two thousand and five hundred dollars ($2,500.00).
3. The
payments for consulting services referenced above in 2(i)
shall be without any withholdings and LION shall issue Miles a Form
1099 for
such payments. Miles agrees to indemnify and hold LION harmless
from any taxes,
penalties, interest, liens, costs or subrogations imposed and/or
found and
determined to be owing by any court or state or federal government
agency as a
result of receipt of the payments referenced above.
4.
Miles releases and discharges LION, its parents or
subsidiaries, and any and all of its or their officers, board
members, agents,
employees, successors, and assigns from any and all claims, known
or unknown,
asserted or not, arising from, by reason of, or related to, Miles's
employment
with LION, the termination of that employment, and any and all
events through
and including the date of this Agreement. This release includes,
but is not
limited to, any claim under any federal, state, or local law, or
other
authority, including claims arising under any federal or state
statutes
pertaining to wages, stock or stock options, ownership of LION,
conditions of
employment, or discrimination in employment, including Title VII of
the Civil
Rights Act of 1964, the Age Discrimination in Employment Act, the
Older Worker
Benefit Protection Act, the Fair Labor Standards Act, RCW 49.60
(the Washington
State Law Against Discrimination), RCW 49.48 and 49.46
(wages/payment/collection), RCW 49.52
(wages/contributions/rebates), all as may
be amended, and all other claims, be they based in statute,
contract, tort, or
common law theories. Miles agrees not to seek any personal recovery
(of money
damages, injunctive relief or otherwise) for the claims he is
releasing herein,
either through any complaint to any governmental agency or
otherwise. Miles
further agrees never to start any lawsuit or arbitration asserting
any of the
claims he is releasing above.
2
<PAGE>
LION, releases and discharges Miles from any and all claims, known
or
unknown, asserted or not, arising from, by reason of, or related
to, Miles's
employment with LION, the termination of that employment, and any
and all events
through and including the date of this Agreement. This release
includes, but is
not limited to, any claim under any federal, state, or local law,
or other
authority, be they based in statute, contract, tort, or common law
theories.
LION agrees not to seek any personal recovery (of money damages,
injunctive
relief or otherwise) for the claims it is releasing herein, either
through any
complaint to any governmental agency or otherwise. LION further
agrees never to
start any lawsuit or arbitration asserting any of the claims it is
releasing
above.
5.
Miles and LION's officers, directors, HR Coordinator, and
their successors and assigns agree not to make any disparaging or
defamatory
comments about the other.
6. If
requested, Miles agrees to reasonably cooperate with LION,
as a witness or otherwise, including at trial and in pre-trial
matters, in
connection with any litigation which may arise in the future
involving the time
period, in part or in whole, that he was employed by LION. If any
such
cooperation is requested by LION after Miles is no longer providing
Consulting
Services to LION pursuant to Exhibit A of this Agreement, Miles and
LION shall
meet and confer for purposes of agreeing to a reasonable hourly
rate of
compensation for Miles' services pursuant to this Paragraph 6.
7.
Miles agrees that the post-employment obligations and
restrictions, including those contained in paragraphs 7 and 8 of
his Employment
Agreement shall remain in full force and effect and not be
abrogated by this
Agreement or Exhibit A hereto. Miles represents that he has
returned to LION all
LION property, including all originals and copies thereof.
3
<PAGE>
8.
Miles agrees that: (1) he has been offered the opportunity to
review and consider this Agreement for a period of up to Twenty-One
(21) days;
(2) he has conferred with his attorney concerning the terms of this
Agreement,
including the release contained in the Agreement; (3) he has seven
(7) days
after signing the Agreement in which he can revoke the Agreement by
his written
notice to David Stedman, LION, Inc., 4700 42nd Avenue SW, Suite
430, Seattle, WA
98116, facsimile # (877) 471-3082; and (4) this Agreement shall not
become
effective until the seven day revocation period has expired. Miles
represents
that all aspects of this Agreement have been explained to him by
his attorney,
and further acknowledges that he has had a reasonable period of
time to consider
this Agreement, that he has signed this Agreement only after full
reflection and
analysis, and that he understands the significance and consequences
of this
Agreement, including the fact that it releases his claims, if any,
under any and
all federal or state laws pertaining to employment, including the
Age
Discrimination in Employment Act. Miles also acknowledges that his
signature on
this Agreement is knowing and voluntary and has not been given as a
result of
coercion.
9. This
Agreement may be executed via facsimile and counterparts,
each of which shall be deemed an original, but all of which
together constitute
one and the same instrument, binding on the parties.
10. If any of
the provisions of this Agreement are held to be
invalid or unenforceable, the remaining provisions will
nevertheless continue to
be valid and enforceable.
11. This
Agreement reflects the entire agreement of the parties
relative to the subject matter hereof and, except as may be
specifically
referenced above, supersedes all prior or contemporaneous oral or
written
understandings, statements, representations, or promises.
12. This
Agreement shall be construed in accordance with, and
governed by, the statutes and common law of the state of
Washington. Either
party may maintain an action for
4
<PAGE>
breach of the Agreement in a court of competent jurisdiction in
King County,
Washington. Before making any claim for alleged breach of this
Agreement, the
aggrieved party shall give the other party and his or its attorney
at least ten
(10) day's written notice in order to provide an opportunity to
cure any alleged
breach.
SIGNATURES ON FOLLOWING PAGE
IN WITNESS WHEREOF, the parties have executed this Agreement as
stated
below.
________________________________
______________________
RANDALL D. MILES
Date
LION, INC.
By:_______________________________
______________________
Dave Stedman
Date
Interim Chief Executive Officer
and President
5
<PAGE>
EXHIBIT A - CONSULTING AGREEMENT
This Independent Contractor Agreement ("Agreement") is entered
into
effective March 31, 2007, by and between Randall D. Miles
("Consultant"), and
LION, Inc. ("the Company").
1.
CONSULTANT'S SERVICES. The Company is in need of assistance, as may
be
requested by the Company from time to time, in business development
and
strategic planning ("Consulting Services"). Consultant has agreed
to perform
consulting work
