SEVERANCE AGREEMENT AND GENERAL
RELEASE
This Severance
Agreement and General Release (“Agreement”) is made and
entered into by and between Global Traffic Network, Inc. (the
“Company”), a Delaware corporation having a corporate
business headquarters at 800 Second Avenue, 5
th Floor, New York, New York, and Kenneth A.
Casseri (“Mr. Casseri”), a resident of the state
of New York.
Mr. Casseri
is President of Canadian Traffic Network ULC (“CTN”),
an Alberta corporation and a wholly-owned subsidiary of the
Company, and is an at-will employee of the Company.
Mr. Casseri
desires to resign as an officer of CTN effective immediately, and
as an employee of the Company effective at the close of business on
January 31, 2007; and the Company desires to accept his
resignation, pursuant to the terms of this Agreement.
The Company and
Mr. Casseri, desiring to terminate their relationship amicably
and resolve any and all existing and potential disputes between
them, and in consideration of the obligations and undertakings set
forth below, now agree as follows:
1.
Obligations of the Company . The Company will
continue to pay Mr. Casseri his regular salary, less income
tax and other legally required withholding, through
January 31, 2007. In addition, provided Mr. Casseri signs
this Agreement and does not exercise his right to revoke his waiver
of certain discrimination claims as more fully set forth below, the
Company agrees to provide him the following payments and
benefits:
(a) The Company
shall pay Mr. Casseri the sum of One Hundred Fifty Thousand
Dollars ($150,000). Provided Mr. Casseri signs this Agreement
and does not exercise his right of revocation set forth in
Section 4 below, such payment shall be made in a lump sum on
the later of (i) February 1, 2007, or (ii) the tenth
(10 th
) calendar day after
Mr. Casseri signs this Agreement. The payment described in
this Section 1(a) will be less income tax and other legally
required withholding and any deductions that Mr. Casseri
voluntarily authorizes in writing.
(b) The Company
agrees to reimburse Mr. Casseri for the regular monthly lease
payments of $839.99 for the automobile currently leased by
Mr. Casseri, for the remainder of the current term of the
automobile lease.
2.
Obligations of Mr. Casseri .
(a)
Mr. Casseri hereby resigns as an officer of CTN effective
immediately, and as an employee of the Company effective at the
close of business on January 31; and the Company accepts his
resignation. Mr. Casseri will faithfully and fully perform
transition duties as requested by the Company through
January 31, 2007.
(b)
Mr. Casseri hereby fully and finally releases, waives, and
discharges any and all legal claims against the Company that he has
through the date that he signs this Agreement. This full and final
release, waiver, and discharge extends to legal claims of any kind
or nature whatsoever, including, without limitation, rights and
claims under the Age Discrimination in Employment Act
(“ADEA”), the Older Workers Benefits Protection Act
(“OWBPA”), the Americans with Disabilities Act
(“ADA”), Title VII of the Civil Rights Act of 1964
(“Title VII”), the Family and Medical Leave Act
(“FMLA”), the New York Human Rights Law, the New York
City Human Rights Law, and discrimination and retaliation claims
under any other applicable federal, state, or local law. It further
extends to any and all other legal claims that Mr. Casseri now
has, whether or not he knows about such claims; claims for attorney
fees; claims of any kind or nature whatsoever arising from his
employment or separation from employment with the Company
(including, without limitation, claims of breach of contract;
claims for compensation and remuneration of any kind whatsoever
such as holiday pay, vacation pay, and bonus compensation; and
claims of wrongful or illegal termination, defamation, invasion of
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