Back to top

SEPARATION AND RELEASE AGREEMENT

Release Agreement

SEPARATION AND RELEASE AGREEMENT | Document Parties: EDIETS COM INC | Ciaran G. McCourt You are currently viewing:
This Release Agreement involves

EDIETS COM INC | Ciaran G. McCourt

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: SEPARATION AND RELEASE AGREEMENT
Governing Law: Florida     Date: 5/15/2006
Industry: Personal Services     Sector: Services

SEPARATION AND RELEASE AGREEMENT, Parties: ediets com inc , ciaran g. mccourt
50 of the Top 250 law firms use our Products every day

Exhibit 10.1

SEPARATION AND RELEASE AGREEMENT

THIS SEPARATION AND RELEASE AGREEMENT (the “Agreement”) is entered into as of March 31, 2006 by and between Ciaran G. McCourt (the “Employee”) and eDiets.com, Inc., a Delaware corporation (the “Company”).

WITNESSETH:

WHEREAS, the Employee was employed by the Company as its President and Chief Executive Officer pursuant to an employment agreement dated February 3, 2005 (the “Employment Agreement”);

WHEREAS, the Employee has decided that he will resign pursuant to the terms and conditions contained herein;

WHEREAS, the parties hereto desire to settle all matters between them related to or arising out of Employee’s employment with, and resignation from, the Company and the facts and circumstances underlying the same, and to settle and compromise any and all claims and differences between them, of any sort, origin or description in order to avoid the costs and uncertainties inherent in possible future litigation.

NOW, THEREFORE, Employee and the Company, intending to be legally bound hereby and in consideration of the promises contained herein, do hereby agree as follows:

1. RESIGNATION. The Employee acknowledges that he resigned, effective as of March 30, 2006 (the “Resignation Date”) as (i) the Company’s Chief Executive Officer, (ii) as a director of the Company and from (iii) any other positions that he held with the Company or any of its subsidiaries.

1.1 Except as provided below, Employee has received or shall receive all accrued compensation and vacation owing to him from the Company through March 30, 2006 pursuant to his Employment Agreement which was in effect until midnight at 12:00 a.m., March 30, 2006.

1.2 The Company and Employee acknowledge that this Agreement is not intended to have any effect upon the restricted shares that Employee received pursuant to the Stock Purchase Agreement between Unislim Ireland Limited, Unislim Clubs Limited, Ciaran McCourt, Ediets BVI, Inc. and Ediets.com, Inc. dated July, 2004 (the “SPA”).


2. TERMINATION OF EMPLOYMENT AGREEMENT AND OPTIONS.

2.1 Employee acknowledges and agrees that this Agreement shall serve to terminate his Employment Agreement and that this Agreement sets forth all the compensation that is payable to him, effective as of the date of this Agreement.

2.2 The Employee agrees that he will have until June 28, 2006 (“Option Termination Date’) to exercise all of his options which have vested pursuant to this Agreement (“Vested Options”) that have been granted to him by the Company during his term of his employment with the Company as provided in the schedule shown below. The Employee acknowledges and agrees that the only Vested Options that he owns as of the date of this Agreement are as follows:

 

 

 

 

 

 

 

Grant Date

  

Number

  

Price

10/23/02

  

25,000

  

$

1.0900

11/04/03

  

25,000

  

$

3.6650

02/03/05

  

150,000

  

$

4.2800

08/01/05

  

8,773

  

$

4.7900

2.3 The Company and the Employee acknowledge the termination of the Employment Agreement and the survival and incorporation by reference herein of the provisions, terms and conditions set forth in Section 7 of the Employment Agreement for a period of eighteen months after the date of this Agreement.

2.4 The Employee acknowledges and agrees that he is resigning for personal reasons.

3. SEVERANCE PAYMENTS; TERM OF AGREEMENT.

3.1 RELOCATION AND BENEFITS. The Company will provide the Employee with information regarding any benefits which may be converted to individual coverage and/or coverage which includes his spouse in accordance with Consolidated Omnibus Budget Reconciliation Act (COBRA) regulations. Employee acknowledges and agrees that he will not be entitled to any perquisites, benefits or other compensation whatsoever after the Termination Date, except as described in this Agreement. The Company will compensate Employee for associated expenses in the amount of $25,000.00 to be paid in a lump sum within three (3) business days of this Agreement’s execution.

3.2 SEVERANCE. The Company will pay to Employee severance in the amount of $450,000.00 to be paid in thirty-nine (39), bi-weekly installments consistent with normal employee payroll practices of the Company beginning on the first payroll for the month of April, 2006.

3.2 AMOUNTS STATED BEFORE TAXES. All amounts stated in this Agreement are prior to any deduction for applicable withholding taxes and other amounts which may be required to be withheld or deducted by federal and Florida law.


3.3 TERM. Except where otherwise indicated, the parties agree that the term of this Agreement will be for eighteen (18) months from its effective date.

4. MUTUAL WAIVER AND RELEASE. For good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties, the Employee hereby agrees that regardless of who assumes his duties, his separation of employment from the Company was not due in any way to age or any other type of discrimination or any wrongful act of the Company. With the exception of the enforcement of the rights and obligations of this Agreement or Employee’s right to file a claim under the worker’s compensation statutes for any accident or illness arising from Employee’s employment with the Company, the parties and their Releasors (as defined below) do hereby voluntarily and fully release and forever discharge each other, together with their past and current predecessors, successors, shareholders, officers, directors, employees, attorneys, trustees, insurers, representatives, contractors, subsidiaries, related organizations and affiliates (collectively, the “Released Parties”), jointly and individually, from any and all claims, demands, debts, causes of action, claims for relief, and damages, of whatever kind or nature, known or unknown, developed or undeveloped, which Employee had, now has or may hereinafter have from the beginning of the world to the date of this Agreement related to or arising out of Employee’s employment by the Company (except as provided above), including, without limitation, all claims and all rights which the Employee may have had under Title VII of the Civil Rights Act of 1964; the Equal Employment Opportunity Act of 1972; the Civil Rights Act of 1991; the Age Discrimination and Employment Act of 1967; the Employee Retirement Security Act 42 U.S.C. ss. 1981; the Older Workers’ Benefit Protection Act; the Americans with Disabilities Act; the Family Medical Leave Act of 1993; the Equal Pay Act; the Fair Labor Standards Act; the Broward County Equal Opportunity Ordinance; any claims related to or arising out of Employee’s employment by the Company; any federal or state whistleblower acts and any and all other federal, state and local laws and statutes which regulate employment; and the laws of contracts, tort and other subjects. The Employee agrees that the forgoing enumeration of claims released is illustrative, and the claims hereby released are in no way limited by the above recitation of specific claims, it being the intent of the parties to fully and completely release all claims whatsoever in any way relating to the Employee’s employment with the Company and to the termination of such employment except as otherwise provided herein.

In exchange for the consideration stated in this Agreement, effective upon the date of this Agreement, the Company shall release and discharge Employee from any claim or liability whether known or unknown, arising out of any event, act or omission occurring on or before the date of this Agreement, including, but not limited to claims arising out of Employee’s employment or the cessation of Employee’s employment with the Company, claims arising by virtue of Employee’s status as an officer and/or director and/or stockholder of the Company, claims for breach of contract, tort, as well as any other statutory or common law claims, at law or in equity, recognized under any federal, state, or local law; provided, however , that the Company shall not release or discharge Employee from (i) a breach of this Agreement, and (ii) any claim that arises out of or relates to Employee’s fraud, harassment or criminal activity.

5. RELEASED PARTIES AND NO ADMISSION OF LIABILITY. For purposes of paragraph 4, “Releasors” shall mean, collectively, the spouse of the Employee and the Employee’s dependents, heirs, executors, administrators and the parties’ assigns, past and present


and each of them, and their trustees, directors, officers, agents, attorneys, insurers, employees, stockholders, representatives, successors, assigns and all persons acting by, through, under or in connection with them, past and present. The parties further agree that the definition of Released Parties contained in Section 4 of this Agreement shall relate to or arise out of Employee’s employment by the Company and


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more