SEPARATION AGREEMENT AND GENERAL
RELEASE
This Separation
Agreement and General Release (“Agreement”) is made and
entered into by and between Kristine Dang (hereinafter referred to
as “Employee”) and RedEnvelope Inc., its predecessors,
successors, subsidiaries, related companies and affiliates
(hereinafter referred to as the “Company”).
The Company and
the Employee have agreed to terminate their employment relationship
effective January 23, 2006 (the “Separation
Date”);
The Employee does
not have pending against the Company or any employee, agent,
official, or director of the Company any claim, charge, or action
in or with any federal, state, or local court or administrative
agency; and
The Employee
wishes to receive the separation pay provided under this Agreement,
receipt of which is expressly conditioned upon execution of this
Release.
NOW, THEREFORE, in
consideration of the mutual covenants and promises contained in
this document, the payment of the separation pay under this
Agreement, and in an effort to avoid unnecessary lawsuits, it is
hereby agreed by and between the parties as follows:
1. Separation Pay and Benefits. Provided the Employee
signs and returns this Agreement AFTER January 23, 2006, but
in any event no later than January 31, 2006, the Company will
provide the Employee Separation pay and benefits as
follows:
(a) $137,500,
less required withholding and authorized deductions, representing
six (6) months salary to be paid in a lump sum within fourteen
(14) days after the Employee signs and returns this
Agreement;
(b) provided
the Employee is eligible for COBRA and makes a timely election of
COBRA, the Company will reimburse her for COBRA benefits until she
obtains alternative employment, for a period not to exceed six
(6) months;
(c) the
Employee may retain her Company-provided laptop and printer, and
the Employee acknowledges that she must make the laptop available
to the Company before any payments will be made under this
Agreement;
(d) the
Employee will be paid all accrued and unused PTO; in addition, the
Employee will be paid her unused personal days for 2006;
and
(e) the
Company agrees to recommend to the Compensation Committee that the
Employee be given one year from the date of her resignation to
exercise her stock options.
The Employee
agrees that the foregoing compensation and benefits constitutes the
entire amount of monetary consideration provided to the Employee
under this Agreement and that the Employee will not seek any
further compensation for any other claimed damage, costs, or
attorneys’ fees in connection with the matters encompassed in
this Agreement.
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2. Non-Admission. This Agreement and compliance with
this Agreement shall not be construed as an admission by the
Company of any liability whatsoever, or as an admission by the
Company of any violation of the rights of Employee or any person,
violation of any order, law, statute, duty, or contract whatsoever
against the Employee or any person. The Company specifically
disclaims any liability to the Employee or any other person for any
alleged violation of the rights of the Employee or any person, or
for any alleged violation of any order, law, statute, duty, or
contract on the part of the Company, its employees or agents or
related companies or their employees or agents.
3. Compensation And Benefits. Employee acknowledges and
agrees that she has received all compensation, benefits, payments
and reimbursements due to her by the Company, except for those
specifically provided for in this Agreement and yet to be paid as
set forth above.
4. Employee’s Representations. The Employee
represents that she has not filed any complaints, claims, or
actions against the Company, its officers, agents, directors,
supervisors, employees, or representatives with any state, federal,
or local agency or court and that the Employee will not do so at
any time hereafter (either on her account or as a member of a
class) and that if any agency or court assumes jurisdiction of any
complaint, claim, or action (including, without limitation, any
class action) against the Company or its affiliated companies or
any of their officers, agents, directors, supervisors, employees,
or representatives on behalf of the Employee, the Employee will
direct that agency or court to withdraw from or dismiss with
prejudice the matter as to any claim made by her or on her
behalf.
5. Cooperation. The Employee shall make herself
available to the Company in order to respond to reasonable requests
for information pertaining to the Company. The Employee shall
cooperate fully in connection with any and all existing or future
litigations or investigations brought by or against the Company or
any of its agents, officers, directors, or employees in which and
to the extent Employee’s cooperation is necessary. In the
event that Employee is subpoenaed in connection with any litigation
or investigation, if legally permissible, Employee will promptly
notify the Company and shall give the Company an opportunity to
respond to such notice before taking any action or making any
decision in connection with such subpoena. The Company will
reimburse the Employee for reasonable out-of-pocket expenses
incurred as a result of such cooperation.
6. Waiver
and Release. The Employee agrees that all rights und
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