This
Separation Agreement (“Agreement”) is made and entered
into on August 6, 2008 between Steve VanTassel
(“Employee”), a Minnesota resident, and SoftBrands,
Inc. (“Company”).
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A.
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Employee is employed by the Company
as the Senior Vice President of Hospitality.
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B.
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In
connection with his resignation of employment, the Employee and the
Company desire to clarify all matters between them and to
supplement the Severance Agreement entered into by the parties on
November 10, 2005, as amended.
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NOW, THEREFORE , in consideration of the mutual promises and
provisions contained in this Agreement and the Release referred to
below, the parties agree as follows:
Mutual Release of Claims . By executing this
Agreement the Employee acknowledges that he releases the Company,
its insurers, affiliates, divisions, committees, directors,
officers, employees, agents, predecessors, successors, and assigns
of all claims related to his employment. This Agreement will not be
interpreted or construed to limit such Release in any manner.
Further, the existence of any dispute respecting the interpretation
of this Agreement or the alleged breach of this Agreement will not
nullify or otherwise affect the validity or enforceability of this
Release. By executing this Agreement, the Company acknowledges that
it releases Employee from any claims it may have against Employee
arising from the scope of his employment with the Company prior to
the Termination Date. SoftBrands will continue to provide indemnity
to Employee after termination, to the fullest extent provided in
its bylaws, for any actions taken prior to termination in
Employee’s official capacity as an executive of SoftBrands or
any of its subsidiary corporations.
1. Separation from Employment . By executing
this Agreement, Employee hereby resigns from employment as an
employee of the Company, effective as of December 31, 2008.
(“Termination Date”). Prior to the Termination Date,
the terms of the Employee’s pay and incentive plan remain in
effect, provided, however that notwithstanding anything to the
contrary in the Employees incentive plan, after September 30,
2008 Employee shall only be eligible to earn a bonus in the first
fiscal quarter (October 1, 2008 through December 31,
2008) and payment of such bonus to Employee shall be in the sole
discretion of the Company.
2. Payments and Consideration . The Company
agrees to the conditions set forth below only if the Employee
successfully transitions his responsibilities and remains an
employee of Company through December 31, 2008 or if the
Company terminates Employee without cause prior to
December 31, 2008:
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1)
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Mr. VanTassel will continue to
receive his current base salary ($22,083.33 a month) and will
remain eligible for all current benefits.
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2)
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Mr. VanTassel shall be eligible
to receive all earned bonuses through the end of September 30,
2008;
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3)
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The
27,125 SAR’s granted Mr. VanTassel under the 2001 Stock
Option Plan that are scheduled to vest in January 2009 will
vest as of December 31, 2008;
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4)
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The
11,125 RSU’s granted Mr. VanTassel under the 2001 Stock
Option Plan that are scheduled to vest in January 2009 will
vest as of December 31, 2008;
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5)
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Mr. VanTassel shall have the
right to exercise all vested SAR’s and RSU’s through
December 31, 2009;
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6)
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All
grants of SAR’s and RSU’s that are scheduled to vest
after January 2009 would be cancelled as of December 31,
2008; and
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7)
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The
terms of the Severance Agreement shall continue to apply until the
Termination Date, except to the extent modified by this Separation
Agreement.
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Employee shall be
responsible for paying all taxes and other fees and expenses
associated with the exercise of stock options. Company shall have
the right to withhold amounts for any taxes related to the exercise
of stock options.
3. Non-Disclosure Agreements.
a.
Agreement Not to Disclose Confidential Information. Employee will
not, without the prior written consent of the Company, disclose to
any person, other than an officer or director of the Company, any
trade secrets of the Company or any of the Company’s
confidential strategic plans o
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