EXHIBIT I-1
SEPARATION
AGREEMENT
THIS SEPARATION
AGREEMENT (this “
Agreement ”) is entered as of August 28, 2009 by and
between FUND.COM, INC. (the “ Company ”)
and LUCAS MANN (“ Mann ”).
RECITALS
WHEREAS, Mann currently serves as a member of
the Board of Directors of the Company, as well as Chief Marketing
Officer; and
WHEREAS, the Company and Mann wish to set forth
the terms and conditions of the resignation of Mann from the Board
of Directors of the Company and as Chief Marketing Officer to the
Company, and certain other agreements between the Company and
Mann.
NOW, THEREFORE, in consideration of the mutual
covenants contained in this Agreement, the parties hereby agree as
follows:
1.
Resignation
. Effective as of August
28, 2009 (the “ Separation Date ”), Mann hereby
resigns as a member of the Board of Directors of the
Company, as well as any committees of the Board of Directors of the
Company as well as Chief Marketing Officer of the
Company.
2.
Directors’ and
Officers’ Liability Insurance Coverage
. The Company shall
continue to cover Mann under its Director and Officers Insurance
coverage at the same level of coverage as shall be provided, from
time to time, to officers and directors of the Company, in
accordance with, and subject to the limitations of such coverage,
for a period of six (6) years beginning on the Separation
Date. In the event of a covered claim, the Company shall
pay any deductible that is required under such coverage.
3.
Indemnification
. To the fullest extent
permitted by law, the Company’s Certificate of Incorporation
or its by-laws, the Company shall promptly indemnify Mann for all
amounts (including without limitation, judgments, fines, settlement
payments, losses, damages, costs and expenses (including reasonable
attorneys’ fees and costs) incurred or paid by Mann in
connection with any action, proceeding, suit or investigation
arising out of or relating to the past performance by Mann of
services for the Company or any of its subsidiaries or affiliates,
including as a director, officer, independent
contractor or employee of the Company or any such
subsidiary or affiliate.
4.
Share Award; Consulting
Agreement . The Company agrees and acknowledges
that:
(a) Share
Awards . In lieu of a stock award previously granted
on May 14, 2009, effective as of the date of this
Separation Agreement, the Board of Directors of the Company has
authorized and granted to Mann a stock award in the amount of
964,285 shares of the Company’s Class A Common Stock, par
value $.001 per share (the “ Mann Shares ”),
along with a similar grant and award of 964,285 shares of the
Company’s Class A Common Stock, par value $.001 per share to
Daniel Klaus, (the “ Klaus Shares ”), each
valued at $0.21 per share in lieu of fifty percent (50%) of an
aggregate of $405,000 of past due consulting payments owed by the
Company to Fabric Group, LLC (“ Consultant ”)
pursuant to the terms of that certain Consulting Agreement between
the Company and Consultant dated as of February 1, 2008, as amended
as of March 9, 2009 (the “ Consulting Agreement
”). The Mann Shares are fully vested
a
