EXHIBIT 10.8
SEPARATION
AGREEMENT
THIS SEPARATION
AGREEMENT (this “
Agreement ”) is entered as of August 28, 2009 by and
between FUND.COM, INC . (the “ Company ”)
and DANIEL KLAUS (“ Klaus ”).
RECITALS
WHEREAS, Klaus currently serves as
the Chairman of the Board of Directors of the Company;
and
WHEREAS, the Company and Klaus wish to set forth
the terms and conditions of the resignation of Klaus from the Board
of Directors of the Company, and certain other agreements between
the Company and Klaus.
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 ”), Klaus 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.
2.
Directors’ and Officers’ Liability Insurance
Coverage . The Company shall continue to cover
Klaus 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 Klaus 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 Klaus in
connection with any action, proceeding, suit or investigation
arising out of or relating to the past performance by Klaus 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 Klaus a stock award in the amount of
964,285 shares of the Company’s Class A Common Stock, par
value $.001 per share (the “ Klaus 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
Lucas Mann, (the “ Mann 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 Klaus Shares are fully vested and
owned by Klaus as of the date of this Agreement and the Company
shall deliver certifica
