SEPARATION
AGREEMENT, INCLUDING RELEASE
AND WAIVER OF CLAIMS
This
Separation Agreement Including Release and Waiver of Claims (the
“Agreement”) is between the undersigned employee,
Stephan Sigaud (hereinafter referred to as “you”) and
Harris Interactive Inc., and any and all of its respective parents,
subsidiaries or affiliates, on behalf of itself and its agents,
employees, officers, directors, representatives, predecessors,
successors, and assigns (hereinafter referred to as “the
Company”).
Although
the Agreement and the Company’s severance policies would
provide no post-termination compensation to you, in recognition and
appreciation of your service to the Company, the Company is
prepared to make the arrangements with you provided in this
Agreement. In consideration of your agreement to the terms and
conditions contained in this Agreement, you will be entitled to the
benefits described below. This Agreement will not be effective and
you will not receive the benefits under it (i) unless you have
executed and returned this Agreement to the Company, and (ii) the
seven-day revocation period described below has expired and you
have not revoked this Agreement during that period.
The terms
of this Agreement are as follows:
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1.
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This Agreement replaces and
supersedes in all respects any Employment Agreement, if applicable,
which will be of no further force and effect. This Agreement does
not affect the amount of your vested benefits under any other
employee benefit plan, such as the 401(k) plan, in which you were a
participant and does not replace agreements, if any, related to the
stock options and restricted stock held by you. The Confidentiality
of Information and Non-Disclosure Policy to which you are a party
remains in effect.
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2.
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Your last day of active employment
with the Company will be December 23, 2008. You will be paid
for all unpaid vacation accrued and prorated through
December 23, 2008. You will also receive payment for all
unused “carry over” vacation time up to a maximum of
5 days, per the Company policy.
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3.
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In
consideration for your agreement to this Agreement, including but
not limited to the release and waiver included in paragraph 5 and
the non-compete, non-solicitation, and confidentiality restrictions
contained in paragraphs 10 and 11 below, and in lieu of any other
Company post-termination payments or benefits, you will receive
only the benefits outlined below.
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a.
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After December 23, 2008 the
Company will continue to pay you your current bi-weekly salary,
less standard deductions, up to and including June 23, 2009,
in the same manner and frequency as you were compensated prior to
December 23, 2008.
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b.
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The
Company will continue to provide to you, at Company expense, less
the standard employee contribution applicable to employees of
similar status, the health insurance benefits that you received
while actively employed for the time you are unemployed or without
work for which you are compensated, up to and including
June 30, 2009. In the event you become employed or begin to
perform work for which you are eligible to receive health insurance
benefits (whether or not you enroll in the applicable plan), the
Company will no longer be obligated to provide you with such health
insurance benefits. Should you become eligible under COBRA for
continuation of your health insurance coverage after June 30,
2009, you will be notified of such right. You will not participate
in the Company’s short term and long term disability plans or
life insurance plans after December 23, 2008. You acknowledge
and agree that your receipt of the benefits described in section
4(a) of this Agreement is ·
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contingent upon you immediately
notifying Michelle Rodominick at 60 Corporate Woods, Rochester, New
York, 14623, (585) 214-7685, that you have become employed or
have begun to perform work for which you are eligible to receive
health insurance benefits.
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c.
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If
you are a participant in the Company’s 401(k) plan, you will
not be eligible to continue your contributions after
December 23, 2008 and the Company will make no further
matching contributions. Should you have a loan with the 401(k)
plan, you may either (i) pay off the loan balance immediately,
or (ii) pay off the loan within the 90 days after
December 23, 2008. Should you not pay off the loan, the
outstanding loan will be treated as a distribution from the plan
and may be subject to income taxes and penalties.
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d.
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For
purposes of accruing 401(k) benefits, vacation, or other employee
benefits, your last day of work shall be deemed December 23,
2008. You will not accrue seniority or other benefits during any
period of salary continuation.
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e.
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The
Company has coordinated career transition services to be available
to assist you during your job search. We will assist you with
resume writing, interviewing skills, networking strategies and
local outplacement. You must contact the service provider and begin
using the services within sixty (60) days from the date you
sign this agreement to remain eligible for this benefit.
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f.
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Any
existing stock option and restricted stock agreements between you
and the Company remain in effect. However, effective
December 23, 2008 all vesting of Company stock options and
restricted stock held by you will cease. You will be eligible to
exercise all vested Company stock options within 60 days of
your separation date. Your vested stock options as of December 23,
2008 are:
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a.
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options to acquire 40,312 shares
with an exercise price of 4.38 per share
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b.
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options to acquire 32,083 shares
with an exercise price of 4.37 per share
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c.
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options to acquire 3,750 shares with
an exercise price of 4.31 per share
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Failure to exercise vested options
within 60 days of your separation date will result in
forfeiture of all or any portion of stock options not
exercised.
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All vested
restricted stock from previous grants has been transferred to your
personal brokerage account in accordance with your
instructions.
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4.
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You
understand and agree that you would not receive the monies and
benefits specified in paragraph 3(a)-(f) above except for your
execution of this Agreement and the fulfillment of the promises
contained herein, and that the payments and benefits under this
Agreement are over and above any consideration or payments owed to
you by the Company arising out of your employment. You understand
that all wages and benefits received from the Company, except for
those outlined in paragraph 3(a)-(f) above will expire as of
December 23, 2008.
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5.
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Release and Waiver of All
Claims . You
knowingly and voluntarily release and forever discharge the Company
from any and all claims, known and unknown, which you have or may
have against the Company at any time prior to the date of the
execution of this Agreement, including, but not limited
to:
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a
release of any rights or claims he/she may have under the Americans
with Disabilities Act (“ADA”), which prohibits
discrimination on the basis of disability;
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the
Age Discrimination in Employment Act (“ADEA”), which
prohibits age discrimination in employment;
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the
Older Worker’s Benefit Protection Act;
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Title VII of the Civil Rights Act of
1964, as amended, which prohibits retaliation and discrimination in
employment based on race, color, national origin, religion or
sex;
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the
Family and Medical Leave Act;
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the
Employee Retirement Income Security Act of 1974
(“ERISA”), as amended;
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the
Fair Labor Standards Act (“FLSA”);
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the
New York Human Rights Law (“NYHRL”);
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the
New York Executive Law;
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the
New York Labor Law;
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any
other federal, state or local law or regulation prohibiting
employment discrimination;
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claims for wrongful discharge,
whether based on claimed violations of statute or based on claims
in contract or tort, common law or equity;
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claims for failure to pay wages due
or other moneys owed (including claims for unpaid vacation
pay);
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claims of fraud, misrepresentation,
defamation, interference with prospective economic
advantage;
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claims of intentional or negligent
infliction of emotional distress; and
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claimed violations of any other
federal, state, civil or human rights law, or any other alleged
violation of any local, state or federal law, regulation or
ordinance, and/or public policy, contract, or tort, or common law
having any bearing whatsoever on the terms and conditions and/or
cessation of employment with the Company, including but not limited
to, any allegations for costs, fees or other expenses, including
attorneys’ fees, incurred in these matters which you ever
had, now have, or may have as of the date yo
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