SEPARATION AND GENERAL RELEASE AGREEMENTRelease Agreement |
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SEPARATION
AND GENERAL RELEASE AGREEMENT
This
Separation and General Release Agreement (the “Agreement”) is made by and
between Andrew J. Cahill (hereinafter “Cahill”) and Conihasset Capital Partners,
Inc., a Delaware corporation with a principal place of business at Two
International Place, 16th
Floor,
Boston, Massachusetts 021110 (hereinafter
the “Company”).
WHEREAS,
Cahill has been employed as an executive by the Company; and
WHEREAS,
the Company and Cahill have decided to end their employment relationship due
to
corporate restructuring under the terms and conditions hereinafter set
forth;
NOW,
THEREFORE, for and in consideration of the mutual promises set forth below,
and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:
1. Separation
from Company/Payment of All Monies Through Separation Date.
Cahill’s
separation as an officer and employee of the Company will be effective as of
May
18, 2007 (“Separation Date”). All of Cahill’s accrued and unpaid salary and/or
other compensation owed to him, which totals $45,000.00, and all benefits in
connection with his employment, will be paid through the Separation Date. The
Company will also reimburse Cahill for any and all legitimate and reasonable
open and unpaid expenses owed to Cahill as of the Separation Date, which amount
totals $734.08. Cahill understands and agrees that he has no right or obligation
to perform any services for the Company after the Separation Date.
2. Resignation
from Board of Directors.
Cahill
hereby resigns any and all positions he has held in the Company’s board of
directors as of the Separation Date.
3. Stock/Options.
In
addition to 11,500 shares of the Company’s stock previously issued to Cahill,
the Company acknowledges the issuance of options to Cahill to acquire 40,000
shares of the Company’s common stock at a price of $2.67 per share (the “Cahill
Options”) awarded on March 15, 2007. The terms and conditions of the Cahill
Options will be as set forth in the Option Agreement, a copy of which will
be
provided to Cahill, which terms are no less favorable than those granted the
officers and directors of the Company. The Company will include the shares
of
the Company’s stock underlying the Cahill Options in the Company’s proposed S-8
filing.
4. Cessation
of Salary and Benefits as of Separation Date.
Except
as
otherwise provided in this Agreement, Cahill will not be eligible for any
additional salary, benefits, stock or ownership shares in the Company, stock
option grants, and/or any other compensation of any kind from the Company or
any
of its subsidiaries or affiliates following the Separation Date.
5. Continued
Payments After Separation Date.
In
exchange for executing and not revoking this Agreement, Cahill will continue
to
receive his final regular salary from the Company, minus all lawful and
customary withholdings, for a period of four (4) months after the Separation
Date. Such payments will commence on the first pay period which occurs following
the eighth (8th)
day
after Cahill’s execution of this Agreement. In the event that Cahill dies prior
to payment in full, the balance shall be remitted to Cahill’s estate or
beneficiaries.
6. Mutual
Release of Claims.
Cahill
agrees not to seek or accept monetary damages, personal restitution, or
equitable or injunctive relief from the Company or anyone connected with it
for
any reason. In other words, Cahill remises and quitclaims unto, and forever
discharges and releases the Company, its owners, co-venturers, subsidiaries,
affiliates, and all related persons, organizations, and entities, and their
respective current and former directors, officers, employees, board members,
successors and assigns (hereinafter collectively referred to as the
“Releasees”), from any and all claims, actions, causes of action, grievances,
complaints, arbitrations, suits, proceedings, debts, controversies, attorney
fees, judgments, demands, liabilities, obligations, promises, and damages
whatsoever, in law or equity, which he ever had, now has, or shall have as
of
the date of this Agreement. This includes, but is not limited to, the right
to
seek or accept monetary damages, personal restitution, or equitable or
injunctive relief for any alleged violation of the Civil Rights Act of 1871,
42
U.S.C. Section 1983; Title VII of the Civil Rights Act of 1964, 42 U.S.C.
Sections 2000e et seq.;
the Age
Discrimination in Employment Act, including the Older Workers Benefit Protection
Act amendments thereto, 29 U.S.C. Sections 621 et seq.;
the
Americans with Disabilities Act, 42 U.S.C. Sections 12101 et seq.;
the
Equal Pay Act of 1990, 29 U.S.C. Section 206; the Family and Medical Leave
Act,
29 U.S.C. Sections 2601 et
