Exhibit 10.30
GENERAL RELEASE AND WAIVER OF
CLAIMS
Definitions . I intend all words used in this
General Release and Waiver of Claims (“Release”) to
have their plain meanings in ordinary English. Specific
terms that I use in this Release have the following
meanings:
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I
, me , and my include
both me, Michael A. Morache, and anyone who has or obtains any
legal rights or claims through me.
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PLATO means PLATO Learning, Inc., any company related
to PLATO Learning, Inc., in the present or past (including without
limitation, its predecessors, parents, subsidiaries, affiliates,
and divisions), and any successors or assigns of
PLATO Learning, Inc.
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Company means PLATO; the present and past officers,
directors, committees, and employees of PLATO; the present and past
fiduciaries of any employee benefit plan sponsored or maintained by
PLATO (other than multiemployer plans); the attorneys
for PLATO; and anyone who acted on behalf of PLATO or on
instructions from PLATO.
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Employment
Agreement means the employment agreement that
I entered into with PLATO dated February 28, 2005, as amended and
modified January 9, 2007 and October 1, 2007.
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Severance
Benefits means the
severance benefits specified in Section 6(c) of the Employment
Agreement, except that the severance pay described under Section
6(c)(ii) is hereby reduced by $250,000.00, subject to all the terms
and conditions of the Employment Agreement and payable at such
times as specified in this Release.
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Additional
Benefits means (a) the
full vesting of all option awards granted on February 28, 2005 and
December 7, 2005, to the extent such option awards were not fully
vested as of December 31, 2008, and the extension of the exercise
period for all such option awards throughout the original term of
such options, and (b) reimbursement for my actual legal
expenses incurred in connection with my negotiation and review of
this Release, up to a maximum amount of $5,000.00, provided I
submit to PLATO appropriate documentation of such expenses at the
same time I deliver the signed Release to PLATO.
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Consideration means the Severance Benefits and the Additional
Benefits.
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My
Claims mean all of my
rights that I now have to any relief of any kind from the Company,
including without limitation:
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all claims
arising out of or relating to my employment with PLATO or the
termination of that employment;
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all claims
arising out of or relating to the statements, actions, or omissions
of the Company;
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all claims for
any alleged unlawful discrimination, harassment, retaliation or
reprisal, or other alleged unlawful practices arising under the
laws of the United States or any other country or of any state,
province, municipality, or other unit of government, including
without limitation, claims under Title VII of the Civil Rights Act
of 1964, the Age Discrimination in Employment Act, the Americans
with Disabilities Act, the Family and Medical Leave Act,
42 U.S.C. § 1981, the Employee Retirement Income
Security Act, the Equal Pay Act, the Worker Adjustment and
Retraining Notification Act, the Sarbanes-Oxley Act, the Minnesota
Human Rights Act, the Fair Credit Reporting Act, and workers’
compensation non-interference or non-retaliation statutes (such as
Minn. Stat. § 176.82);
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all claims for
alleged wrongful discharge; breach of contract; breach of implied
contract; failure to keep any promise; breach of a covenant of good
faith and fair dealing; breach of fiduciary duty; estoppel; my
activities, if any, as a “whistleblower”; defamation;
infliction of emotional distress; fraud; misrepresentation;
negligence; harassment; retaliation or reprisal; constructive
discharge; assault; battery; false imprisonment; invasion of
privacy; interference with contractual or business relationships;
any other wrongful employment practices; and violation of any other
principle of common law;
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all claims for
compensation of any kind, including without limitation, bonuses,
commissions, stock-based compensation or stock options, severance
pay, termination pay, vacation pay, and expense
reimbursements;
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all claims for
back pay, front pay, reinstatement, other equitable relief,
compensatory damages, damages for alleged personal injury,
liquidated damages, and punitive damages; and
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all claims for
attorneys’ fees, costs, and interest.
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However, My
Claims do not include any claims that the law does not allow to
be waived, any claims that may arise after the date on which I sign
this Release, any rights to pay or benefits under
Section 6(c) of the Employment Agreement, or any vested rights to
benefits under any employee benefit plan in which I was a
participant as of the date of the termination of my employment, or
any rights I may have to indemnification from the Company under
applicable law, the charter documents of the Company, or any
related insurance policy maintained by the Company.
Termination of Employment
.
PLATO and I agreed that it was in
our mutual interests that I resign as PLATO’s Chief Executive
Officer effective upon the close of business on October 31, 2008,
and that I would thereafter remain employed by PLATO through
December 31, 2008 to assist PLATO with transitioning my duties to
PLATO’s new Chief Executive Officer. As a result,
my employment with PLATO terminated effective December 31,
2008. I understand that PLATO considers the termination
of my employment as an involuntary termination by PLATO without
Cause as defined by, and for the purposes of, the Employment
Agreement. As a result, all option awards granted to me
on March 26, 2008 that remained unvested a
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