SEPARATION AGREEMENT AND RELEASE
This
SEPARATION AGREEMENT AND RELEASE ("Agreement") is made and
entered into as of this 8th day of April 2008 (the
“Effective Date”), by and between Skins, Inc., a
Nevada corporation (the “Company”), and Antonio
Pavan ("Pavan").
WHEREAS,
Pavan has been employed by the Company as Chief Operating
Officer and Executive Vice President pursuant to an agreement
between Pavan and the Company dated April 13, 2007 (referred
to herein as the “Employment Agreement”), a copy
of which is attached hereto as Exhibit A;
WHEREAS,
Pavan and Company entered into a Non-Qualified Stock Option
Agreement dated April 13, 2007 (the “Option
Agreement”), a copy of which is attached hereto as
Exhibit B;
WHEREAS,
on March 27, 2008, Pavan gave the Company notice of his
resignation, a copy of which is attached hereto as Exhibit
C;
WHEREAS,
the parties mutually desire to enter into this Agreement to
effectuate the termination of Pavan’s employment with
the Company and to set forth the benefits to be provided to
Pavan in exchange for Pavan’s covenants as set forth
herein;
NOW,
THEREFORE, i n
consideration of the mutual promises set forth below, the
parties agree as follows:
1.
Termination of Employment .
The Company and Pavan agree that Pavan’s employment with the
Company terminated by virtue of his voluntary resignation at 11:59
p.m. on March 27, 2008 (the “Termination Date”). Pavan
acknowledges that he has received his regular base salary and
employment benefits under the Employment Agreement through March
31, 2008. Pavan agrees that as of March 31, 2008, all compensation,
payments, benefits or other consideration of any kind provided for
under the Employment Agreement shall cease and that he is not
entitled to any further payments or benefits under the Employment
Agreement. Pavan specifically acknowledges that he is not due an
annual incentive/performance bonus, pro rata or otherwise, under
paragraph 3.2 of the Employment Agreement. Following the
Termination Date, any further compensation, payments, benefits or
other consideration of any kind that may be payable to Pavan by the
Company shall be governed exclusively by the terms of this
Agreement.
2.
Termination of Duties and Responsibilities .
As of the Termination Date, Pavan is relieved of all duties and
responsibilities of employment with the Company and shall have no
authority to enter into any contracts on behalf of the Company,
make any commitments on behalf of the Company or to contact or
otherwise do business with any customers, vendors or employees of
the Company. Pavan shall not visit any facility of the Company as
of the Termination Date except as expressly requested of him by the
President of the Company.
3.
Benefits .
(a)
Provided
that Pavan has not revoked this Agreement pursuant to
Paragraph 18 below and has complied with all terms and
conditions of this Agreement, Company shall provide Pavan with
an Amendment to the Non-Qualified Stock Option Agreement in
the form attached hereto as Exhibit D to amend the Option
Agreement (“Amended Non-Qualified Stock Option
Agreement”). Pavan agrees that the Amended Non-Qualified
Stock Option Agreement provides for more favorable terms to
Pavan than those set forth in the Option Agreement. Pavan
expressly agrees and acknowledges that the Company is under no
pre-existing obligation to provide Pavan with the Amended
Non-Qualified Stock Option Agreement.
(b)
Pavan
and
Company agree that they shall not issue any communication or
make any statement, written or otherwise, that disparages,
criticizes or otherwise reflects adversely on or encourages
any adverse action against the other or the Released Parties
(as defined below). Pavan further agrees not to make any
disparaging or negative remarks regarding the Company or its
products or employees.
(c)
Pavan
agrees that other than as expressly stated in this Paragraph
3, he will not seek anything further from the Company,
including any other payment. Pavan further agrees that except
as expressly set forth in this Agreement, all benefits, wages,
bonuses, commissions, compensation, deferred compensation or
other payments provided to Pavan during his employment with
the Company or under the Employment Agreement shall cease as
of the Termination Date and the Employment Agreement shall
terminate; provided, however, that Pavan’s obligations
to the Company under paragraphs 6 and 7 of the Employment
Agreement shall not terminate but shall continue in accordance
with paragraphs 6 and 7 of the Employment
Agreement.
4.
Release And Waiver of Claims.
(a)
“Released
Parties” means Company and its parents, subsidiaries,
affiliates, divisions, partners, or predecessors, current and
former stockholders, directors, officers, employees, and
agents of
Company and these companies, and any and all employee pension
or welfare benefit plans of Company and these companies,
including current and former trustees and administrators of
these plans ,
and all those who succeed to their rights, interests, or
responsibilities.
(b)
Pavan
hereby releases the Released Parties from all claims and
rights that Pavan has against any and all Released Parties,
including, but not limited to, any claims arising out of or
relating to the Employment Agreement, those claims of which
Pavan is not aware, those claims not mentioned in this
Agreement, and all claims for attorney’s fees, costs,
and interest. Pavan releases the Released Parties from all
claims and rights resulting from anything that has happened up
to the Termination Date. Pavan’s release of claims does
not apply to claims arising after the Termination
Date.
(c)
Pavan
specifically releases all claims and rights arising from or
relating to Pavan’s employment or other relationship
with the Released Parties, including but not limited to any
claims or rights Pavan may have under
Title VII of the Civil Rights Act of 1964, as ame
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