SEVERANCE AGREEMENT AND
GENERAL RELEASE
This Severance Agreement and Release of All
Claims (hereinafter "Agreement") is made and entered into on the 19
th day of April, 2007 (the “Effective Date”)
by and between VITAL LIVING, INC. , a Nevada
corporation (hereinafter referred to as "Employer"), and
GREGG A. LINN (hereinafter referred to as
"Employee").
RECITALS
WHEREAS, Employee has been employed by Employer
in various capacities;
WHEREAS, Employee is a party to an Employment
Agreement dated as of January 1, 2005 and subsequently amended
as of January 1, 2006 (the “Employment
Agreement”); and
WHEREAS, the parties, in order to settle and
compromise fully and finally any and all claims and potential
claims, including, without limitation, all claims and potential
claims arising out of Employee's employment and the cessation
thereof, have agreed to resolve these matters on the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual
promises and covenants contained herein, the parties agree as
follows:
1.
Recitals
. The recitals set forth above are
true, accurate, and correct and are incorporated in this Agreement
by this reference and made a material part of this
Agreement.
2.
Termination of All
Relationships With the Company . Employee’s employment with the Company
and any of its subsidiaries shall terminate by mutual agreement
upon the Effective Date as herein defined. Employee’s
positions as a director and officer of the Company and its
subsidiaries shall also terminate upon the Effective
Date.
(a) Employee shall receive the following: (i)
$75,000 on the Effective Date, and (ii) $75,000 on the date that is
45 days after the Effective Date. Employee shall also receive
Employee’s bonus of $25,000 45 days after the Effective
Date.
(b) The foregoing payments shall be subject to all
applicable payroll withholdings.
(c) Employee shall be entitled to no other or
additional compensation or benefits. Among other things, Employee
understands that Employee’s coverage under Employer’s
group health insurance plan will terminate as of June 30, 2007, and
that Employer shall have no obligation thereafter to maintain
Employee on said plan, to find other coverage for Employee, or to
make any premium payments with respect thereto. In addition, all
stock options and other stock-based rights shall expire as of the
Effective Date.
4.
Adequate
Consideration .
Employee acknowledges and agrees that the severance pay set forth
in Paragraph 3 of this Agreement is in addition to anything of
value to which Employee is, as a matter of law, otherwise
entitled.
(a) In consideration of Employee’s receipt of
the severance pay set forth in Paragraph 3. of this Agreement,
Employee hereby fully, forever, irrevocably, and unconditionally
releases and discharges Employer, including Employer's past and
present officers, directors, stockholders, subsidiaries,
affiliates, agents, employees, representatives, lawyers,
administrators, spouses, and all persons acting by, through, under,
or in concert with them (collectively, the "Released Parties"),
from any and all claims or damages which Employee may have against
them, or any of them, which could have arisen out of any act or
omission occurring from the beginning of time to the Effective Date
of this Agreement, whether now known or unknown, asserted or
unasserted. This release includes, but is not limited to, any and
all claims under Title VII of the Civil Rights Act of 1964, as
amended; the Age Discrimination in Employment Act of 1967, as
amended; the Americans with Disabilities Act; the Fair Labor
Standards Act, as amended; the Arizona Civil Rights Act; the Family
and Medical Leave Act; or under any other provision or theory of
law, both in tort and in contract, and whether statutory or under
the common law. This release, however, does not include any claims
that Employee may have for indemnification by the Company as
provided in the Company’s Articles of Incorporation or Bylaws
(the “Indemnification Rights”).
(b) Employer hereby fully, forever, irrevocably,
and unconditionally releases and discharges Employee from any and
all claims and damages which Employer may have against Employee
which could have arisen out of any act or omission occurring from
the beginning of time to the Effective Date of this Agreement,
whether known or unknown, asserted or unasserted, except out of
malfeasance or gross negligence.
6.
Complaints, Charges, or
Claims . Employee
warrants that Employee has no complaints, charges, or claims for
relief against the Released Parties, or any of them, pending before
any local, state, or federal court or administrative agency.
Employee understands and agrees that this Agreement may be pled as
a complete bar to any
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