SEVERANCE AND
RELEASE AGREEMENT
This
Severance and Release Agreement (this "Agreement") is made as of
this 5th day of January, 2007, by and between Intersections Inc.
(the "Corporation") and Kenneth D. Schwarz (the "Executive").
W I
T N E S S E T
H :
WHEREAS,
the Executive has been employed by the Corporation pursuant to an
Employment Agreement between the parties dated January 30, 2004
(the "Employment Agreement"); and
WHEREAS,
the employment relationship created under the Employment Agreement
or otherwise has been terminated, and the parties wish with this
Agreement, among other things, 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 of any claims arising out of such termination as required
by the Employment Agreement, 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 . The Executive's employment by the Corporation
has been terminated, effective January 3, 2007. Further, effective
January 3, 2007, the Executive hereby resigns as a Director of
Chartered Marketing Services, Inc., and resigns from each and every
other position he held as of that date as an officer or director of
any subsidiary of the Corporation. The Executive shall execute any
further instruments as the Corporation determines are necessary to
confirm, acknowledge or effect the foregoing termination and
resignations.
2.
Payments .
(a)
The Corporation shall pay to the Executive, net of any amounts that
may be withheld pursuant to Section 9(c) of the Employment
Agreement, a lump sum severance benefit in the amount of
$737,307.64. The severance payment shall be paid on the date that
is one hundred and eighty one days following the termination of the
Executive's employment as set forth in Section 1 of this Agreement
above.
(b)
The Corporation shall pay to the Executive, net of any amounts that
may be withheld pursuant to Section 9(c) of the Employment
Agreement, an amount equal to $21,922.96 in full satisfaction of
any obligation to compensate the Executive for paid time off or
other leave. This payment shall be made on the date that is five
(5) business days after the last date on which the Executive may
revoke this Agreement as set forth in Section 6(d) below.
(c)
The Corporation shall pay to the Executive, net of any amounts that
may be withheld pursuant to Section 9(c) of the Employment
Agreement, an amount equal to $152,880.00 in full satisfaction of
any obligation to compensate the Executive under any Bonus Plan (as
defined in the Employment Agreement) or make any other bonus
payment. This payment shall be made on the date that is five (5)
business days after the last date on which the Executive may revoke
this Agreement as set forth in Section 6(d) below.
3.
Confidential and Proprietary Information; Work Product;
Warranty; Non-Competition; Non Solicitation . Section 7(d)
(Non-Competition; Non Solicitation) of the Employment Agreement is
amended to delete the number "18" in each case where it appears and
replace it with the number "30". Further, the Executive
acknowledges and agrees that, as used in Section 7 of the
Employment Agreement (Confidential and Proprietary Information;
Work Product; Warranty; Non-Competition; Non Solicita
