EXHIBIT 10.1
SEVERANCE AND
RELEASE AGREEMENT
This
Severance and Release Agreement (this "Agreement") is made as of
this ___ day of September, 2006 (the "Agreement Date"), by and
between Intersections Inc. (the "Corporation") and John M.
Casey (the "Executive").
W I
T N E S S E T
H :
WHEREAS,
the Executive has been employed by the Corporation as its Executive
Vice President and Chief Financial Officer pursuant to an
Employment Agreement between the parties dated January 25, 2006
(the "Employment Agreement"); and
WHEREAS,
the parties wish with this Agreement, among other things, to
terminate the employment relationship created under the Employment
Agreement, to provide for certain severance and related benefits to
the Executive in connection with such termination, and to provide
for a release of the Corporation by the Executive any claims
arising out of such termination, all as more particularly set forth
herein.
NOW
THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1.
Termination . Executive's employment by Corporation has been
terminated, effective on September 30, 2006.
2.
Severance Benefit . Notwithstanding the provisions of
Section 6 of the Employment Agreement or any other provision
thereof to the contrary, the Corporation hereby offers, and
Executive hereby accepts, a severance benefit in an amount equal to
$265,000.00. Such amount, net of any amounts required to be
withheld pursuant to Section 5(c) hereof, shall be payable to the
Executive by the Corporation in a lump sum no more than five (5)
business days after the date of expiration of the seven (7) day
revocation period described in Section 4(e) hereof.
3.
Additional Benefits .
(a)
COBRA . Provided that the Executive and any covered
dependents are eligible and timely elect such continuation
coverage, the Corporation shall pay, subject to Section 5(c)
hereof, as applicable, the cost of continuation coverage under
COBRA under the Corporation's group medical and dental plans for
the Executive and any covered dependents who are "qualified
beneficiaries" under COBRA, provided the Executive files the
required forms and information with the insurer, for a period
beginning with the first calendar month after the Agreement Date
and ending on the earlier of the end of the twelfth calendar month
after the calendar month in which the Agreement Date falls or the
date on which the Executive and/or his covered dependents are
covered by another company's group health insurance, whichever is
sooner.
(b)
Relocation Expenses . Upon the submission by the Executive
to the Corporation of adequate documentary evidence for the
substantiation of such expenditures on or before March 1, 2007, the
Corporation shall provide, subject to Section 5(c) hereof, as
applicable, the following relocation benefits to the Executive
within two (2) weeks after such submission:
(i)
The Corporation shall reimburse the Executive for reasonable costs
and expenses incurred in connection with the relocation of the
Executive from his current residence in Fairfax County, Virginia to
the Executive's residence in Alpharetta, Georgia; and
(ii)
The Corporation shall reimburse the Executive for any costs,
expenses, fees, penalties, or other payments he is required to make
in connection with any early termination of the lease agreement
relating to the Executive's current residence in Fairfax County,
Virginia;
provided that the maximum aggregate amount of the Corporation's
reimbursement obligation pursuant to clauses (i) and (ii) above
shall be $10,000.
4.
General Release .
(a)
The Executive hereby releases and discharges the Corporation, its
directors, officers, agents, employees and any and all affiliated
companies, as well as any successor to the Corporation (each, a
"Released Party" and collectively, the "Released Parties"), from
all claims, liabilities, demands, obligations and causes of action
fixed or contingent, which the Executive may have or claim to have
against the Corporation or any other arising from his employment or
as a result of the termination of such employment up to the date of
execution of this Agreement. This release includes but is not
limited to any claim
