SEPARATION AND GENERAL RELEASE
AGREEMENT
This
Separation and General Release Agreement (the
“Agreement”) is being entered into by and between
Local.com Corporation (“Employer” or the
“Company”) and Doug Norman (“Employee”)
(collectively the “Parties”) as of the date of
Employee’s execution of this Agreement (the “Date of
this Agreement”).
WHEREAS,
Employee is employed by Employer;
WHEREAS,
the Parties wish to terminate their employment relationship on
mutually acceptable terms and conditions; and
WHEREAS,
the Parties wish to resolve any disputes between them fully and
finally.
NOW,
THEREFORE, in consideration of the foregoing premises and the terms
and conditions set forth below, the Parties agree as
follows:
1.
Resignation . Employee hereby resigns his employment
effective as of February 23, 2009 (the “Resignation
Date”). Employee understands that by resigning from his
employment, he is giving up any right or claim to compensation or
benefits of employment with the Company beyond the Resignation
Date, except as set forth in this Agreement. On the Resignation
Date, Employee will be paid all unpaid, earned wages, including
without limitation, any accrued, unused vacation pay.
2.
Compensation to Employee for General Release . Provided that
Employee delivers a signed copy of this Agreement to the Company
within twenty-one (21) days after his receipt of this
Agreement, and does not revoke this Agreement within seven
(7) days after he signs it, the Company will:
a. Pay
to Employee an amount (the “Severance Payment”) in the
total gross sum of One Hundred Ninety Five Thousand Dollars
($195,000.00), which represents one (1) times Employee’s
Annual Salary. The Severance Payment will be paid in equal
installments on the Company’s regularly scheduled payroll
dates over a twelve (12) month period beginning with the next
regularly scheduled payroll date following the Effective Date of
this Agreement and continuing until the last payment is made. The
Severance Payment shall be subject to appropriate state and federal
withholdings, and other authorized deductions. For purposes of this
Agreement, the term “Effective Date” shall mean the
date that is eight days after Employee executes (and does not
revoke) the Agreement pursuant to Section 4(c)(6)
herein;
b. provided
Employee elected coverage under the Company’s group health
insurance program prior to the Resignation Date and makes a timely
election for continued coverage pursuant to COBRA, the Company
further agrees to pay the full monthly premiums for such continued
coverage under the Company’s group health insurance program
for a period of twelve (12) months from Employee’s
Separation Date (March 2009 through and including
February 2010). Thereafter, if applicable, continuation
coverage pursuant to COBRA will be available to Employee at
Employee’s
sole expense
and Employee will be responsible for the full COBRA premium for any
remaining months of the COBRA coverage period made available
pursuant to applicable law;(the “Benefit
Continuation”).
c. Employee
has the right to exercise any or all vested stock options through
February 22, 2010. Effective upon the Resignation Date, unvested
options held by Employee and listed in Appendix “A” to
this Agreement shall accelerate and become fully vested. (the
“Accelerated Vesting”); and
d. The
Company will pay to Employee an amount (the “Bonus”) in
the total gross sum of Seventy-Eight Thousand Dollars ($78,000.00),
less applicable withholding, which is equal to forty percent (40%)
of Employee’s Annual Salary. The Bonus will be payable on a
quarterly basis in accordance with the standard bonus payment
practices of the Company over a twelve (12) month period
beginning with the next regularly scheduled bonus payment date
following the Effective Date of this Agreement and continuing until
the last payment is made.
Employee
understands that the Severance Payment, Benefit Continuation,
Accelerated Vesting and Bonus represent the Company’s sole
financial obligation to Employee under this Agreement.
3.
Cooperation . Employee will make himself available at
reasonable times upon reasonable request of the Company to the
extent reasonably needed by the Company to complete documentation
or provide information relating to the period during which Employee
was employed by the Company.
a.
General Release . In exchange for the Payment and the other
consideration set forth in this Agreement, Employee does hereby
release and forever discharge the “Company Releasees”
herein, consisting of Employer, its parent, subsidiary and
affiliate corporations, and each of their respective past and
present parents, subsidiaries, affiliates, associates, owners,
members, stockholders, predecessors, successors, assigns,
employees, agents, directors, officers, partners, representatives,
lawyers, and all persons acting by, through, under, or in concert
with them, or any of them, of and from any and all manner of claims
or causes of action, in law or in equity, of any nature whatsoever,
known or unknown, fixed or contingent (hereinafter called
“Claims”), that Employee now has or may hereafter have
against the Company Releasees by reason of any and all acts,
omissions, events or facts occurring or existing prior to the Date
of this Agreement. The Claims released hereunder include, without
limitation, any alleged breach of any express or implied employment
agreement; any alleged torts or other alleged legal restrictions
relating to the Employee’s employment and the termination
thereof; and any alleged violation of any federal, state or local
statute or ordinance including, without limitation, Title VII of
the Civil Rights Act of 1964, as amended, 42 USC Section 2000,
et seq .; Americans with Disabilities Act, as
amended, 42 U.S.C. § 12101 et seq .; the
Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701
et seq .; Civil Rights Act of 1866, and Civil Rights
Act of 1991; 42 USC Section 1981, et
2
seq .;
Age Discrimination in Employment Act, as amended, 29 USC
Section 621, et seq .; Equal Pay Act, as
amended, 29 USC Section 206(d); regulations of the Office of
Federal Contract Compliance, 41 CFR Section 60, et
seq .; The Family and Medical Leave Act, as amended, 29
U.S.C. § 2601 et seq .; the Fair Labor Standards
Act of 1938, as amended, 29 U.S.C. § 201 et seq
.; the Employee Retirement Income Security Act, as amended, 29
U.S.C. § 1001 et seq .; and the California Fair
Employment and Housing Act, California Government Code
Section 12940, et seq . This release shall not
apply to the Company’s obligations hereunder, to any vested
retirement plan benefits, Employee’s rights under Labor Code
Section 2802 with respect to claims asserted against him, or
his rights as a stockholder of the Company.
Employee acknowledges that Employee is familiar with the
provisions of California civil code section 1542, which provides as
follows:
“A
general release does not extend to claims which the creditor does
not know or suspect to exist in his or her favor at the time of
executing the release, which, if known by him or her must have
materially affected his or her settlement with the
debtor.”
Employee
being aware of said code section, hereby expressly waives any
rights Employee may have thereunder, as well as under any other
statutes or common law principles of similar effect.
c.
Older Worker’s Benefit Protection Act .
Employee
agrees and expressly acknowledges that this Agreement includes a
waiver and release of all claims which he has or may have under the
Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C.
§ 621, et seq . (“ADEA”). The
following terms and conditions apply to and are part of the waiver
and release of the ADEA claims under thi
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