EXHIBIT 10.1
CASEY SYSTEMS INC.
February
13, 2008
Mr.
Albert Koenig
42
Scribner Hill Road
Wilton,
CT 06897
Re: Separation
Agreement and General Release
Dear
Mr. Koenig:
This
letter Separation Agreement and Release
(“Agreement”) sets forth the terms and conditions
regarding your separation from employment with Casey Systems
Inc. and any of its parents, subsidiaries and affiliates
(collectively, the “Company”).
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1.
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Resignation. For purposes of
this Agreement, the Company agrees to waive the requirement in your
Employment Agreement, Section 5.5, which requires you to provide
three (3) months written notice of your resignation and will accept
your resignation effective February 13, 2008 (the
“Resignation Date”). You confirm that you
have not incurred any undisclosed debt, liability or obligation
(collectively, “liability”) on behalf of the
Company. You also acknowledge that commencing on the
date of this letter that you have no authority to waive
attorney/client privilege on behalf of the Company and you
represent that you have not waived or attempted to waive such
privilege prior to the date of this letter.
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2.
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Return of Company Property/Return of Personal Property.
You represent that as of the date of this Agreement,
you have returned to the Company or at the Company’s
direction, destroyed all property, files, and other Company
material in your possession and all property made available to you
in connection with your employment with the Company, including
without limitation, any and all Company gas cards, EZ passes,
access cards and codes, keys, safe combinations, security access
codes, records, customer lists, a PDA Treo, files and any other
equipment, papers, electronically stored information and documents
kept or made by you in connection with your
employment. This paragraph shall not apply to any such
property which is of a non-confidential nature and is specific to
you as an employee of the Company. Within a reasonable
time after the Resignation Date, the Company shall pack all of your
personal items remaining in the New York and Syosset Offices and
ship them to your home. The Company shall also ship such
items as may arrive at the Company Offices up to three (3) weeks
after the Resignation Date.
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3.
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Expense Reimbursement. The Company shall pay or
reimburse you in accordance with the Company’s established
guidelines, for all reasonable, ordinary and necessary expenses
incurred by you in January 2008 in connection with services
rendered by you for the Company, such reimbursement to be paid
promptly after the Company receives appropriate documentation for
such expenses. The Company will have the right to offset
against such payments the amount of $9,310.56 for personal or
undocumented expenses incurred by you and charged to the Company
for which reconciliation has not been made. Your
signature on this Agreement represents your consent to this
withholding.
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4.
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Vacation Payment. You will also receive a lump
sum payment for eighteen (18) days of accrued but unused vacation
to which you are entitled under the Company
plan. Payment for any accrued and unused vacation time
as of the Resignation Date will be made by the Company in your
February 14 , 2008
paycheck. These payments will be made whether you sign
this Agreement or not. To the extent that restitution of
personal or undocumented expenses incurred by you and charged to
the Company is not satisfied in accordance with Paragraph 3 above,
you have requested and the Company has agreed to permit you to
provide the balance due to the Company by your personal check,
within five days after you receive your accrued but unused vacation
pay from the Company.
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5.
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Severance and Benefit Payments. Subject to your
agreement to the terms and conditions of this Agreement, your
compliance with such terms and your non-revocation of this
Agreement pursuant to Paragraph 20 below, the Company shall provide
you with the following payments and benefits, which you acknowledge
are adequate consideration for the covenants and promises that you
are making herein:
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(a)
Commencing
with the first regularly scheduled payroll period following the
Resignation Date, and assuming that this Agreement has not been
revoked in accordance with Paragraph 20, the Company will provide
you with a total severance benefit equal to nine (9) months of your
annual base salary immediately prior to the Resignation
Date. Payments will be made in equal installments in
accordance with the Company’s regular payroll procedures and
will be subject to all applicable taxes and
withholdings. This will be referred to as the Severance
Period.
(b)
During
the term of the Severance Period, the Company will continue the
benefits provided in paragraphs 3.1 and 4 of your Employment
Agreement, provided that such continuation is permitted under the
governing plans, except that you shall not continue to accrue
vacation or any other benefits during the Severance
Period. In addition, the Company will not continue your
long term disability insurance, extended dental insurance and life
insurance since such continuation is not permitted by the terms of
those plans. However, during the term of the Severance
Period the Company will pay you an additional three hundred dollars
($300.00) per month less all applicable taxes and withholdings,
towards your purchase of such individual insurance. If
you become eligible for such benefits during the Severance Period,
you agree to immediately inform John Poserina in writing at Casey
Systems, 209 Lafayette Drive, Syosset, New York 11791, within seven
(7) days of your
eligibility for coverage elsewhere. You further agree
that as of that benefit eligibility date, the Company’s
obligation for this additional monthly payment will
cease.
(c)
During
the term of the Severance Period, the Company will continue to pay
the same proportionate rate for medical, dental and other group
insurances as it paid while you were an employee. The
Company’s payment for your group medical benefits will
terminate upon the earlier of the end of your Severance Period;
your material breach of this Agreement; or the time that you become
eligible for medical coverage elsewhere. If you become
eligible for group medical benefits during the Severance Period,
you agree to immediately inform John Poserina in writing at Casey
Systems, 209 Lafayette Drive, Syosset, New York 11791, within seven
(7) days of your
eligibility for coverage elsewhere. You further agree
that as of that benefit eligibility date, the Company’s
obligation to pay for such premiums will cease. To
continue coverage on the same terms and conditions on which you are
currently receiving such benefits, the Company will withhold from
the severance payments, the required premiums. Your
signature on this Agreement represents your consent to this
withholding.
(d)
You
acknowledge that following the Resignation Date, except as provided
in this Agreement, you will not be entitled to any other payments,
benefits or perquisites from the Company, including without
limitation, salary, bonus, vacation pay or any other compensation
or benefits. To the extent that you may have any vested
rights under any of the Company’s welfare or benefit plans,
equity plan or equity plan award, your rights and obligations
shall, unless specifically modified herein, be governed by the
applicable terms of any such plan as existing on the Resignation
Date;
(e)
All
payments hereunder shall be subject to applicable deductions and
withholding.
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6.
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COBRA .
At the conclusion of your Severance Period, you will be entitled to
exercise, at your cost, any remaining COBRA extension rights to
which you may be entitled under law with respect to group health
coverage.
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7.
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General Release of Claims. The Company is under
no obligation to make the payments or provide the benefits being
provided to you pursuant to Paragraph 5 above, and will do so only
subject to your agreement to, and compliance with, the terms of
this Agreement. For and in consideration of the payments
described in Paragraph 5 above, and other good and valuable
consideration, you, on your own behalf and on behalf of your heirs,
administrators, executors, and assigns, fully and forever release,
remise and discharge the Company, its employee benefits plans and
trustees, fiduciaries, and administrators of those plans and any of
its present or past employees, officers, directors, agents, and
contractors, and each of their predecessors, successors and assigns
(individually and collectively) from any and all claims, which, as
of the date of this Agreement, you had, may have had, or now have
against the Company, for or by reason of any matter, cause or thing
whatsoever, including any Claim arising out of or attributable to
your employment or your resignation of employment from the Company,
including but not limited to claims of breach of implied or express
contract, or quasi contract, breach of promise, estoppel, wrongful
termination, unjust dismissal, constructive discharge, violation of
public policy, common law claims, including but not limited to,
misrepresentation, fraud, intentional or negligent infliction of
emotional distress, negligence, intentional harm, torts,
defamation, libel or slander, or under any federal, state or local
law dealing with discrimination, harassment and/or retaliation
based on age, race, color, sex, sexual orientation, national
origin, citizenship status, ancestry, religion, marital status,
pregnancy, disability, medical condition or such laws relating to
wages or the employer/employee relationship, provided, however,
that this Release shall not apply to the Company’s
obligations under this Agreement. This release of claims
includes, but is not limited to, all claims arising under the Civil
Rights Act of 1866, Title VII of the Civil Rights Act of 1964, the
Civil Rights Act of 1991, the Americans with Disabilities Act, the
Family Medical Leave Act, the Equal Pay Act, the Employee
Retirement Inco
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