Exhibit 10.1
SEPARATION AND RELEASE
AGREEMENT
SEPARATION AND RELEASE AGREEMENT dated as of
August __, 2009 (this “ Agreement ”) among
Pacificap Entertainment Holdings, Inc., a Nevada corporation (the
“ Company ”) and Mark Schaftlein (the “
Executive ”).
RECITALS
WHEREAS the Executive has provided
valuable services and has made significant contributions to the
Company during the course of his employment with the
Company;
WHEREAS the Company and the
Executive have determined it to be in each of their best interests,
and have mutually agreed, effective as of the date hereof, to part
company and go their separate ways;
WHEREAS in consideration of
Executive entering into and providing certain services to the
Company, the Company (on behalf of itself and its affiliates,
agents, successors and assigns) has agreed to provide a general
release of claims against the Executive;
WHEREAS the Executive has agreed to
provide a general release of claims against the Company and its
affiliates, agents, successors and assigns in exchange for the
Payments (as defined below); and
WHEREAS (i) in
consideration of Executive’s release of claims against the
Company, (ii) as severance upon Executive’s ceasing to
be employed by the Company, and (iii) as a bonus in
recognition of Executive’s past service and contributions to
the Company, the Company has agreed to make to Executive certain
payments of cash;
NOW THEREFORE, in consideration of
the mutual promises and agreements set forth herein, and other good
and valuable consideration, the receipt of which are hereby
acknowledged, the parties agree as follows:
1.
Termination .
(a) The
parties agree that effective as of the date hereof, the
Executive’s employment with the Company shall terminate and,
except as explicitly set forth herein, neither the Executive nor
the Company shall have any further rights or obligations under any
employment agreement or arrangement including, without limitation,
any obligations for continued benefits, life insurance, automobile,
vacation, key man life insurance or expense
reimbursement. In addition, the Executive hereby resigns
all positions with the Company (including the Executive’s
position as a member of the board of directors of the Company)
effective on the date hereof.
(b) The Company shall pay Executive
a cash lump sum severance benefit in the amount of $25,000 on the
date hereof in satisfaction of all its obligations under any
employment agreement or arrangement (the “ Payment
”). The Executive agrees and acknowledges that he is not
entitled to any other severance or termination payments in
connection with his termination of employment and that the Payment
described above is in full satisfaction of any obligations the
Company may have to pay severance or termination
payments.
2. Return of
Company Property . The Executive shall immediately
return to the Company all property of the Company and its
subsidiaries in his possession including, without limitation,
credit cards, laptop computers, office equipment, files and the
like.
3. Cancellation of Interests
. The Executive shall return to the Company for cancellation all
common stock issued by the Company, or options or warrants issued
by the Company which is convertible, exercisable or for shares of
common stock of the Company, to the Executive or any affiliate or
entity controlled by the Executive or his family members.
Furthermore, the Executive hereby waives any rights or interest he
may have with respect to any loans made by him to the Company or
with respect to any expenses paid on behalf of the
Company.
4. Executive
Release .
(a) In exchange for the
agreement of the Company to enter into this Agreement and in
consideration of the payments and promises by the Company in this
Agreement, including payments to which the Executive would not
otherwise be entitled, the Executive for himself and on behalf of
his agents, assignees, attorneys, heirs and executors hereby
forever releases (the “ Release ”) the Company,
its past, present and future subsidiaries, divisions, affiliates,
officers, directors, stockholders, investors, partners, trustees,
employees, agents, representatives, administrators, attorneys,
insurers, fiduciaries, successors and assigns, in their individual
and/or representative capacities (hereinafter collectively referred
to as the “ Employer ”), from any and all causes
of action, suits, agreements, promises, damages, disputes,
controversies, contentions, differences, judgments, claims and
demands of any kind whatsoever (“ Claims ” and
referred to herein as “ Released Claims ”) that
Executive or Executive’s heirs, executors, administrators,
successors and assigns ever had, now have or may have or, with
respect to clause (y) below only, may hereafter acquire against the
Employer, whether known or unknown to Executive, by reason of
Executive’s employment and/or cessation of employment with
the Employer, or otherwise involving facts that occurred
on or prior to the date hereof. &n
