Exhibit 10.3
SEVERANCE AGREEMENT AND GENERAL RELEASE
This
SEVERANCE AGREEMENT AND GENERAL RELEASE
(“Agreement”) is made and entered into by SMART ONLINE,
INC. (the “Company”) and Joseph Trepanier
(“Employee”). Throughout the remainder of the
Agreement, the Company and Employee may be collectively referred to
as “the parties.”
The
Company employed Employee as Chief Operating Officer. Employee
resigned, effective February 18, 2008. The parties desire to
conclude the employment relationship on mutually agreeable
terms and to avoid all litigation relating to the employment
relationship and its termination, and Employee desires
severance benefits. Accordingly, the parties have agreed upon
the terms described herein.
Employee
represents that he has carefully read the entire Agreement,
understands its consequences, and voluntarily enters into
it.
In
consideration of the above and the mutual promises and good
and valuable consideration set forth below, the sufficiency of
which is acknowledged by the parties, Employee and the Company
agree as follows:
1.
SEPARATION
. Employee
resigned from his employment by the Company, effective February 18,
2008 (the “Resignation Date”).
2.
SEVERANCE BENEFITS
. The
Company will pay Employee:
| |
i.
|
an
amount equal to $27,267.00, less any applicable taxes and
withholdings (2 month wage payment);
|
| |
ii.
|
an
amount equal to $2,615.58, less any applicable taxes and
withholdings (2 month grossed up benefit premium
payment).
|
These
amounts shall be paid in separate lump sum payments on the
first regularly scheduled payday following the Company’s
receipt of a fully executed copy of this
Agreement.
In
addition, the Company will agree to amend the Restricted Stock
Agreement between the parties dated August 15, 2007 in
accordance with the terms of the Amendment to the Restricted
Stock Agreement, a copy of which is attached hereto as Exhibit
A
The
severance and other benefits afforded under this Agreement are
in lieu of any other compensation or benefits to which
Employee otherwise might be entitled.
3.
RELEASE
. In
consideration of the benefits conferred by this Agreement,
EMPLOYEE (ON BEHALF OF HIMSELF AND HIS ASSIGNS, HEIRS, AND OTHER
REPRESENTATIVES) RELEASES THE COMPANY, ITS PREDECESSORS,
SUCCESSORS, AND ASSIGNS AND ITS AND/OR THEIR PAST, PRESENT, AND
FUTURE OWNERS, PARENTS, SUBSIDIARIES, AFFILIATES, PREDECESSORS,
SUCCESSORS, ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, EMPLOYEE
BENEFIT PLANS (TOGETHER WITH ALL PLAN ADMINISTRATORS, TRUSTEES,
FIDUCIARIES, AND INSURERS), AND AGENTS (“RELEASEES”)
FROM
ALL
CLAIMS AND WAIVES
ALL
RIGHTS, KNOWN OR UNKNOWN, HE MAY HAVE OR CLAIM TO HAVE RELATING TO
HIS EMPLOYMENT WITH THE COMPANY, ITS PREDECESSORS, SUBSIDIARIES, OR
AFFILIATES OR HIS SEPARATION THEREFROM arising
before the execution of this Agreement, including,
but not limited to ,
claims: (i) for discrimination, harassment, or retaliation
arising under federal, state, or local laws prohibiting age, sex,
national origin, race, religion, disability, veteran status, or
other protected class discrimination, harassment, or retaliation
for protected activity; (ii) for compensation and benefits
(including, but not limited to, claims under the Employee
Retirement Income Security Act of 1974 (ERISA), as amended, the
Fair Labor Standards Act of 1938 (FLSA), as amended, and similar
federal, state, and local laws); (iii) arising under federal,
state, or local law of any nature whatsoever (including, but not
limited to, constitutional, statutory, tort, express or implied
contract, or other common law); (iv) arising under the August 15,
2007 Employment Agreement between the parties or the August 15,
2007 Restricted Stock Agreement between the parties; and
(v) for attorneys’ fees. The release of claims set forth
in this paragraph does not apply to claims for workers’
compensation benefits or unemployment benefits filed with the
applicable state agencies.
4.
COVENANT NOT TO SUE
. Employee
will not sue Releasees on any matters relating to his employment
arising before the execution of this Agreement or join as a party
with others who may sue Releasees on any such claims; provided,
however, this paragraph will not bar c
|
