Exhibit
10.1
SEPARATION AND RELEASE OF CLAIMS AGREEMENT
THIS
SEPARATION AND RELEASE OF CLAIMS (“Agreement”) is
made between SUZANNE VERRILL (“Verrill”) and
BRANDPARTNERS GROUP, INC. and all of its subsidiaries and
affiliated companies (collectively hereafter
“Brand” or “the Company”) and shall
become effective on the Effective Date as set forth
herein.
RECITALS
WHEREAS,
Verrill has been employed by Brand as Chief Financial Officer
pursuant to an Employment Agreement, dated as of June 30, 2005
(the “Employment Agreement”), and the parties
hereto desire to end that relationship, and to settle, fully,
finally and amicably, all claims against each other,
including, but not limited to, any claims related to the
employment of Verrill and the termination of that employment
and the Employment Agreement.
NOW,
THEREFORE, in order to provide said benefits and in
consideration of the mutual promises, covenants and
representations set forth below and other good and valuable
consideration, the parties agree as follows:
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1.
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Relinquishment
of Positions/Employment
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Pursuant
to this Agreement, Verrill agrees to resign, effective as of
March 1, 2007, her position as Chief Financial Officer of the
Company and any other position she holds as an officer or
employee from any subsidiary or affiliated company
(“Resignation Date”).
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2.
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Payment
of Good and Valuable Consideration
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a.
On
the next prescribed payment date of the Company following her
Resignation Date, Verrill shall be paid her final paycheck in
the amount of $14,296.92, which constitutes her regular pay as
an employee through March 1, 2007. Payments under this
paragraph shall be less applicable taxes.
b.
Pursuant
to the terms of her Employment Agreement that is to be
terminated per the terms of this Agreement, Verrill will
receive the sum of six (6) months compensation as severance
payments (the “Severance”). The Severance will be
payable over a period of six (6) months in accordance with the
Company’s regular payroll practices with applicable
withholding.
c.
The
Company will also pay on behalf of Verrill the cost of COBRA
payments (based on the applicable percentage previously paid
by Company on behalf of Verrill for health insurance while an
employee) for a period of up to twelve (12) months after her
Resignation Date. Verrill agrees that should she become
eligible for health insurance through a new employer
(“New Plan”) during the twelve (12) month period,
that she will promptly notify the Company and the
Company’s obligation to make COBRA payments will end
with Verrill’s eligibility to participate under the New
Plan.
d.
Verrill
shall not be prevented from exercising any vested options
granted to her pursuant to the Company’s stock option
plans subsequent to the Resignation Date.
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3.
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Indemnification
Against Claims
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Except
in cases of fraud or gross negligence, Brand agrees to
indemnify and hold Verrill harmless from any liability,
claims, demands, costs, expenses and attorneys’ fees
incurred by her as a result of any actions against her in the
course of her employment as an executive officer to the extent
other executive officers would be so indemnified pursuant to
applicable law.
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4.
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Non-Disclosure
of Trade Secrets and Confidential Information
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Verrill
understands and agrees that in the course of employment with
Brand she has acquired confidential information and trade
secrets concerning the operations of Brand and its future
plans and methods of doing business, which information Verrill
understands and agrees would be damaging to Brand if disclosed
to a competitor or made available to any other person or
corporations. Verrill understands and agrees that such
information either has been developed by her or divulged to
her in confidence, and she understands and agrees that she
will keep all such information secret and confidential unless
she is required to disclose same as a result of a lawful
subpoena or court order at which time Verrill will immediately
notify the Company prior to releasing any information.
Furthermore, Verrill agrees that on or before the Effective
Date of this Agreement, she will turn over to Brand all
Company confidential files, records, and other documents. In
addition, Verrill will return all property in her possession
owned by Brand.
Verrill
further agrees that she will not solicit or participate or
assist in any way in the solicitation of any person in
management, professional or technical positions at Brand for
employment by any other company. However, Verrill will not
violate this provision if said employee pursues a position
with Verrill’s future employer without any encouragement
or involvement direct or indirect of Verrill.
Verrill
represents and warrants that she has not filed against Brand
or any of its representatives, any claim, complaint, charge or
suit, with any federal, state or other agency, court, board,
office or other forum or entity, including without limitation,
any application for workers compensation
benefits.
a.
As
a material inducement to Brand to enter into this Agreement,
Verrill, on behalf of herself and her heirs, executors,
administrators, successors and assigns, does hereby
irrevocably and unconditionally release, acquit and forever
discharge Brand, and its divisions, subsidiaries, affiliates
and all owners, stockholders, predecessors, successors,
assigns, agents, directors, officers, employees,
representatives, and attorneys, acting by, through, under or
in concert with Brand or any parent, subsidiary or related
entity, from any and all charges, complaints, grievances,
claims, liabilities, obligations, promises, agreements,
controversies, damages, actions, causes of action, suits,
rights, demands, costs, losses, debts and expenses (including
attorneys’ fees and costs actually incurred), of any
nature whatsoever, known or unknown, suspected or unsuspected,
joint or several, which Verrill has had or may hereafter claim
to have had, against Brand by reason of any matter, act,
omission, cause or event whatever from the beginning of time
to the Resignation Date (“Claims”); other than
those obligations set forth in this Agreement.
This
release and waiver of Claims specifically includes, but
without limiting the foregoing general terms, the following:
(1) all Claims arising from or relating in any way to any
act or failure to act by any employee of Brand, (2) all
Claims arising from or relating in any way to the employment
relationship of Verrill with Brand and/or the termination
thereof, including any claims which have been asserted or
could have been asserted against Brand, toget
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