This Separation
Agreement (“Agreement”) is made between comScore
Networks, Inc. (“Company”), a Delaware corporation, and
Sheri Huston (“Employee”).
In consideration
of the mutual promises contained in this Agreement, and for other
good and valuable consideration, the receipt and sufficiency of
which are acknowledged, the undersigned, intending to be legally
bound, state and agree as provided below.
1.
Separation . Employee’s last day of work with
the Company and Employee’s employment termination date will
be February 28, 2006 (the “Separation Date”).
Until the Separation Date, Employee agrees to provide reasonable
transition assistance, including without limitation, commercially
reasonable efforts to complete the projects listed under
Paragraph 1 of the Transition Summary attached as
Exhibit B, and handing off of the projects listed under
Paragraphs 2-5. From time to time, after the Separation Date,
Employee shall be available to respond to transition related
questions, to the extent reasonable.
2.
Accrued Salary and Paid Time Off . The Company will
pay Employee for all accrued salary, and all accrued and unused
vacation earned through the Separation Date, subject to standard
payroll deductions and withholdings, on the Company’s
ordinary payroll dates. Employee is entitled to the payments
described in this section even if Employee elects not to execute
this Agreement.
3.
Severance Benefits . The Company will pay severance to
Employee in the form of a lump sum payment for an amount equivalent
to six (6) months of the Employee’s current base salary
(the “Severance Payment”). The Severance Payment shall
be made on the Separation Date. In addition, Employee is eligible;
for and shall be paid a bonus payment of $73,788 attributable to
2005 performance (the “Bonus”) The Bonus shall be paid
upon full execution of this Separation Agreement. Both the
Severance Payment and the Bonus will be subject to standard payroll
deductions and withholdings.
4. Health
Insurance . Beginning the first month following the month of
separation, 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, Employee will be eligible
to continue Employee’s group health insurance benefits at
Employee’s own expense. On the Separation Date, Company will
make a lump sum payment to Employee of $9014.00, subject to
standard payroll deductions and withholdings, intended to be
equivalent to Company’s portion of Employee’s health
insurance premiums for a six (6) month period.
5. Other
Compensation or Benefits. If Employee elects to exercise
Employee’s vested stock options, Employee must exercise such
vested stock options within ninety (90) days of the Separation Date
in accordance with the terms and conditions of the comScore
Networks, Inc. 1999 Stock Plan Stock Option Agreement. In addition,
Company’s Chief Executive Officer has agreed to designate
Employee as a Participant pursuant to Section 2.1(iii) of the
Company Incentive Plan created by Company’s Board of
Directors on August 1, 2003, attached hereto as Exhibit
C.
Employee
acknowledges that, except as expressly provided in this Agreement,
Employee will not receive any additional compensation, severance or
benefits from the Company after the Separation Date.
6. Expense
Reimbursements . Employee agrees that, within ten
(10) days of the Separation Date, Employee will submit
Employee’s final documented expense reimbursement statement
reflecting all business expenses Employee incurred through the
Separation Date, if any, for which Employee seeks reimbursement.
The Company will reimburse Employee for these expenses pursuant to
its regular business practice.
7. Return
of Company Property . By the Separation Date, Employee agrees
to return to the Company all Company documents (ad all copies
thereof) and other Company property that Employee had in
Employee’s possession at any time, including, but not limited
to, Company files, manuals, 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). Notwithstanding-
anything to the contrary, Company shall remove all Company
materials from Employee’s laptop, and effective as of the
Separation Date, Company hereby transfers ownership over
Employee’s laptop to Employee. In the event that Employee
discovers any Company materials that failed to be removed from the
laptop, Employee shall treat such information as Company
confidential Information, promptly notify Company of such discovery
and permit Company or an independent third party to take reasonable
actions to remove or destroy such information. Company makes no
warranties as to the operation of the laptop, and assumes no
responsibility over its maintenance.
8.
Proprietary Information and Noncompetition Obligations
. Employee acknowledges Employee’s continuing obligations
under Employee’s Employment, Invention Assignment and
Non-disclosure Agreement, a copy of which is attached hereto as
Exhibit A, including but not limited to, Employee’s
obligations related to confidentiality and noninterference with
personnel relations.
9.
Confidentiality . The provisions of this Agreement
will be held in strictest confidence by Employee and the Company
and will not be publicized or disclosed in any manner whatsoever;
provided, however, that: (a) Employee may disclose this
Agreement in confidence to Employee’s 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; and (d) the
parties may disclose this Agreement insofar as such disclosure may
be necessary to enforce its terms or as otherwise required by law.
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