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Exhibit 10.1
SEPARATION AGREEMENT
AND GENERAL RELEASE
This Separation Agreement and
General Release (the “ Agreement ”) is entered
into on this 25th day of October, 2007, by and between Quepasa
Corporation, a Nevada corporation (“ Company ”),
and Robert B. Stearns (“ Executive
”).
RECITALS
A. Executive presently is
employed by Company as its Chief Executive Officer pursuant to the
terms of an Employment Agreement dated as of March 21, 2006
(the “ Employment Agreement ”), a copy of which
is attached to this Agreement as Exhibit A .
B. Company and Executive have
decided to terminate their relationship.
NOW THEREFORE , in
consideration of the premises and the mutual promises hereinafter
set forth, Company and Executive agree as follows:
AGREEMENTS
1. Resignation.
By the execution of this Agreement, Executive submits, and Company
accepts, Executive’s resignation from his position as
Chairman of the Board of Directors of Company and as the Chief
Executive Officer of Company, effective as of October 25, 2007
(the “ Resignation Date ”). As of the
Resignation Date, Executive also will be deemed to automatically
resign, without any further action by Executive, from any other
position or office he held with Company, as well as any position or
office he held with any other entity or employee benefit plan by
reason of his association with Company.
2. Continuing
Responsibilities. Executive acknowledges and agrees that he
is responsible for all required CEO certifications related to
public filings with the Securities and Exchange Commission, as may
be required by applicable law or regulations, with respect to the
third quarter of fiscal 2007 and prior periods during the term of
his employment by the Company. The Company will reimburse Executive
for any and all time spent complying with Section 2
. The rate of pay used will be the last rate paid to the
Executive (to be based upon an annual salary of $220,000) while he
was employed with the Company.
3. Severance .
If Executive executes this Agreement within the 21-day period
referenced in Section 11 , and then does not revoke
this Agreement within the 7-day Revocation Period referenced in
Section 11 , Executive will be entitled to receive the
following severance benefits from Company:
(a) Severance
Payment . Executive shall receive a lump sum severance
payment of $125,000.00, with such payment to be delivered to
Executive’s counsel upon Executive’s signature hereto
and to be delivered by Executive’s counsel to Executive
within one (1) business day following the expiration of the
Revocation Period set forth in Section 11 .
(b) Benefit
Plans . For a period of six months from the Resignation
Date, Company will maintain in full force and effect for Executive
and his dependents all life, health, accident, and disability
benefit plans in which Executive or his dependents were entitled to
participate prior to the Resignation Date, in such amounts as were
in effect immediately prior to the date of termination, provided
that such continued participation is possible under the terms of
such benefit plans and so long as Executive elects COBRA coverage.
The continuation of coverage under any benefit plan subject to the
continuation coverage requirements of COBRA should be by
Company’s payment of its portion of the COBRA premium. In the
event that participation in any benefit plan is barred, or any such
benefit plan is discontinued or the benefits thereunder are
materially reduced, Company shall provide Executive and his
dependents with benefits substantially similar to those that they
were entitled to receive under such benefit plans immediately prior
to the Resignation Date. Notwithstanding the above, all benefits
payable to Executive pursuant to this Section 3 will
terminate on the date Executive becomes an employee of another
employer and eligible to participate in the employee benefit plans
of such other employer. To the extent that Executive was required
to contribute amounts for any benefits described in this
Section 3 prior to the Resignation Date, he shall
continue to contribute such amounts for such time as these benefits
continue in effect after termination.
4. Options and
Warrants .
(a) Notwithstanding anything
to the contrary in Executive’s applicable option award
agreements, as of the Resignation Date, Executive will have ninety
(90) days from the Resignation Date to exercise those options
in which he is fully vested pursuant to the terms of the applicable
award agreement. The parties agree that as of the Resignation Date,
Executive is fully vested in a total of: (i) 390,006 options
at an exercise price of $3.55 per share; and (ii) 90,000
options at an exercise price of $10.00 per share. This
Section 4(a) supersedes any conflicting provision in
the applicable option award agreements.
(b) As of the Resignation
Date, Executive will have until March 21, 2016, to exercise
his Warrant No. RBS-1 to purchase 200,000 shares of Company common
stock at $3.55 per share.
(c) As permitted under
applicable law, Company will cooperate fully with Executive’s
broker or other representative with regard to the exercise of all
options and warrants set forth in Sections 4(a) and
(b) above.
5. Release of
Company . In consideration of the promises and payments set
forth in this Agreement, Executive hereby releases and forever
discharges Company and/or any of its “Affiliates” from
any and all claims, complaints, causes of action, and demands of
any kind, whether known or unknown, which Executive has, ever has
had, or may have arising out of or related to Executive’s
employment or resignation from employment with Company,
Executive’s service on Company’s Board of Directors or
the termination or cessation thereof, or otherwise, excepting those
arising out of this Agreement, Executive’s rights under all
insurance policies providing benefits to Executive, including, but
not limited to, any director and officer insurance policy
(including indemnification policies), and Executive’s rights
under any warrant, option or restricted stock agreement entered, or
agreed to be entered, into between Company and Executive pursuant
to the Quepasa Corporation’s 1998 Stock Option Plan, 2006
Stock Incentive Plan or any other plan or program pursuant to which
Executive may have been granted warrants, options or restricted
shares in the past.
This Release is a FULL
WAIVER AND RELEASE and includes, without limitation, any right,
claim, demand or cause of action arising under Title VII of
the Civil Rights Act of 1964, as amended; the Americans with
Disabilities Act; the Family and Medical Leave Act; the Employee
Retirement Income Security Act of 1974 (“ ERISA
”); the Older Workers Benefit Protection Act; the Fair Labor
Standards Act; the Age Discrimination in Employment Act; the
Rehabilitation Act of 1973; the Workers Adjustment &
Retraining Notification Act (“ WARN ”); the
Consolidated Omnibus Budget Reconciliation Act; the Fair Labor
Standards Act; and any applicable state civil rights act and/or any
other federal, state, or local law or regulation. This Release also
includes any contract or tort causes of action arising from or in
any way related to Executive’s employment relationship with
Company and/or any Affiliates, including any claims r
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