Exhibit 10.7
SEVERANCE AGREEMENT AND GENERAL RELEASE
This
SEVERANCE AGREEMENT AND GENERAL RELEASE
(“Agreement”) is made and entered into by SMART ONLINE,
INC. (the “Company”) and Anil Kamath
(“Employee”). Throughout the remainder of the
Agreement, the Company and Employee may be collectively referred to
as “the parties.”
The
Company currently employs Employee as Chief Technical Officer.
The parties desire to conclude the employment relationship,
effective March 31, 2008, 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’s
employment by the Company will terminate, effective March 31, 2008
(“Termination Date”).
2.
SEVERANCE BENEFITS
. The
Company will pay Employee an amount equal to three months of his
current salary (less any applicable taxes and withholdings). This
amount shall be paid in three substantially equal installments, in
accordance with the Company’s payroll practices and schedule
applicable to Employee immediately prior to the termination of his
employment, beginning with the first regularly scheduled payday
after the revocation period set forth in Paragraph 7 below
expires. In
addition, the Company shall reimburse Employee for premium payments
he makes under the Consolidated Budget Reconciliation Act
(“COBRA”) to continue his and his family’s health
insurance coverage for three (3) months. All reimbursements for
COBRA payments shall be made as soon as practicable following
Employee’s submission of proof of timely payments to the
Company; provided, however, that all such claims for reimbursement
shall be submitted by Employee and paid by the Company no later
than six (6) months following Employee’s termination of
employment. Any obligation for the Company to make payments for
COBRA reimbursement under this paragraph 2 shall immediately cease
when Employee is employed by an entity providing health insurance
coverage.
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
(including, but not limited to, claims under the Age Discrimination
in Employment Act of 1967 (ADEA), as amended, and the Older Workers
Benefit Protection Act of 1990 (OWBPA)), 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); and (iv) 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, including, but not
limited to, claims under the ADEA, or join as a party with others
who may sue Releasees on any such claims; provided, however, this
paragraph will not bar a challenge under the OWBPA to the
enforceability of the waiver and release of ADEA claims set forth
in this Agreement or claims for workers’ compensation or
unemployment benefits referenced in paragraph 3 above, and this
paragraph will not apply when prohibited by law. If Employee does
not abide by this paragraph, then: (i) he will return all
monies received under this Agreement and indemnify Releasees for
all expenses they incur in defending the action; and
(ii) Releasees will be relieved of their obligations
hereunder.
5.
AGENCY CHARGES/INVESTIGATIONS. Nothing
in this Agreement shall prohibit Employee
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