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,
16
th 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 (8
th )
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,
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