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EXHIBIT 10.10
(CELEBRATE EXPRESS LOGO)
May 6, 2005
Allen McDowell
Dear Allen:
After much consideration, we
regret that we must terminate your employment at
Celebrate Express, Inc.
("Celebrate Express, Inc." or the "Company").
Although Celebrate Express,
Inc. has no obligation to provide you with any kind
of severance package, the
Company is prepared to assist you with your transition
to new employment. This
letter sets forth the terms of the Separation Agreement
(the "Agreement") that the
Company is offering to you to aid in your employment
transition.
1.
SEPARATION. Your last day of work with the Company and
your
employment termination date
will be May 6, 2005 (the "Separation Date").
2.
ACCRUED
SALARY AND PAID TIME OFF. On the Separation Date, the
Company will pay you all
accrued salary, and all accrued and unused vacation
earned through the Separation
Date, subject to standard payroll deductions and
withholdings. You are
entitled to these payments regardless of whether or not
you sign this
Agreement.
3.
SEVERANCE
BENEFITS. Although the Company has no policy or
procedure
for providing severance
benefits, the Company will pay you, as severance, the
equivalent of 6 weeks of your
base salary in effect as of the Separation Date,
subject to standard payroll
deductions and withholdings, in consideration for
your acceptance of this
agreement. This amount will be paid in one (1) lump sum
within ten (10) days of the
Effective Date as defined below.
4.
HEALTH
INSURANCE. To the extent provided by the federal COBRA
law
or, if applicable, state
insurance laws, and by the Company's current group
health insurance policies,
you will be eligible to continue your group health
insurance benefits at your
own expense. Later, you may be able to convert to an
individual policy through the
provider of the Company's health insurance, if'
you wish.
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Allen McDowell
Page 2
5. OTHER COMPENSATION OR
BENEFITS. You acknowledge that, except as
expressly provided in this
Agreement, you will not receive any additional
compensation, severance or
benefits after the Separation Date.
6.
EXPENSE
REIMBURSEMENTS. You agree that, within ten (10) days of
the
Separation Date, you will
submit your final documented expense reimbursement
statement reflecting all
business expenses you incurred through the Separation
Date, if any, for which you
seek reimbursement. The Company will reimburse you
for these expenses pursuant
to its regular business practice.
7.
RETURN OF
COMPANY PROPERTY. By the Separation Date, you agree to
return to the Company all
Company documents (and all copies thereof) and other
Company property that you
have had in your possession at any time, including,
but not limited to, Company
files, notes, drawings, records, business plans and
forecasts, financial
information, specifications, computer-recorded
information,
tangible property (including,
but not limited to, computers), credit cards,
entry cards, identification
badges and keys; and, any materials of any kind that
contain or embody any
proprietary or confidential information of the Company
(and all reproductions
thereof).
8.
PROPRIETARY INFORMATION OBLIGATIONS. Both during and after
your
employment you acknowledge
your continuing obligations under your Employee
Proprietary Information
Agreement not to use or disclose any confidential or
proprietary information of
the Company without prior written authorization from
a duly authorized
representative of the Company. A copy of your Employee
Proprietary Information
Agreement is attached hereto as Exhibit A.
9.
CONFIDENTIALITY. The provisions of this Agreement will be held
in
strictest confidence by you
and the Company and will not be publicized or
disclosed in any manner
whatsoever; provided, however, that: (a) you may
disclose this Agreement to
your immediate family; (b) the parties may disclose
this Agreement in confidence
to their respective attorneys, accountants,
auditors, tax preparers, and
financial advisors; (c) the Company may disclose
this Agreement as necessary
to fulfill standard or legally required corporate
reporting or disclosure
requirements; an
