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Exhibit
10.8
SEPARATION OF
EMPLOYMENT AGREEMENT
AND GENERAL
RELEASE
PLEASE READ CAREFULLY. THIS AGREEMENT
INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS, AND A WAIVER OF
ALL RIGHTS TO MAKE ANY CLAIM AGAINST THE EMPLOYER.
WHEREAS, Christopher Ferguson
(hereinafter “ EMPLOYEE ”) has been employed by
ClearPoint Business Resources, Inc., a Delaware corporation and all
of its subsidiary and affiliated companies (hereinafter,
collectively “ EMPLOYER ”) in the capacity of
President and Secretary; and
WHEREAS, EMPLOYEE and
EMPLOYER mutually desire to terminate amicably EMPLOYEE’s
employment with EMPLOYER:
NOW, THEREFORE, in
consideration of the mutual promises, agreements, undertakings and
representations continued herein, and intending to be legally bound
hereby,
It is hereby agreed by and
between EMPLOYEE and EMPLOYER as follows:
1. Effective
February 28, 2008, EMPLOYEE does hereby resign as an employee
of, as President and Secretary of, and as a director of, EMPLOYER.
In furtherance hereof, EMPLOYEE, on behalf of and for the benefit
of himself, and his heirs, assigns and representatives, does hereby
permanently and irrevocably sever his employment relationship with,
and any and all of his officer and director positions with,
EMPLOYER and also does hereby REMISE, RELEASE AND FOREVER DISCHARGE
EMPLOYER and its parents, subsidiaries, affiliates, and its and
their officers, directors, shareholders, employees and agents, its
and their respective successors and assigns, heirs, executors, and
administrators (hereinafter referred to collectively as “
RELEASEES ”) of and from any
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and all actions and causes of actions,
suits, debts, claims and demands whatsoever in law or in equity,
which he ever had, now has, or which his heirs, executors or
administrators may have, by reason of any matter, cause or thing
whatsoever, from the beginning of his employment with EMPLOYER up
to and including the date of this Separation of Employment
Agreement and General Release (the “ Agreement
”), and particularly, but without limitation, any claims
arising from or relating in any way to his employment relationship
or the termination of his employment relationship with EMPLOYER,
including, but not limited to, any claims which have been asserted,
could have been asserted or could be asserted now or in the future,
including any claims under any federal, state or local laws,
including the Pennsylvania Human Relations Act, 43 P.S. § 951
et seq .; Title VII of the Civil Rights Act of 1964,
as amended , 42 U.S. C. § 2000e et
seq ., the Americans with Disabilities Act, 29 U.S.C.
§12101 et seq .; the Family and Medical Leave
Act, 29 U.S.C. §§2601 et seq. ; the Employee
Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et
seq. ; any common law contract or tort claims now or hereafter
recognized, and all claims for counsel fees and costs.
2. In full consideration of
EMPLOYEE’S execution of this Agreement and assuming the
EMPLOYEE does not revoke this Agreement within the revocation
period set forth in Paragraph 10 hereof, and in consideration for
EMPLOYEE’S agreement to be legally bound by the terms of this
Agreement and his release of claims hereunder, EMPLOYER agrees
to:
(a) Continue to pay, to the
extent applicable, the EMPLOYER’S portion of the health
insurance premiums for EMPLOYEE through February 28, 2009 and,
thereafter, will permit EMPLOYEE (at his expense) to continue to
receive such coverage in accordance with COBRA regulations.
EMPLOYEE acknowledges that he is responsible for paying the
EMPLOYEE’S
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portion, if any, of the health insurance
premiums for the time period above. EMPLOYEE hereby authorizes
EMPLOYER to deduct the EMPLOYEE’S portion, if any, of the
health insurance premiums for the time period above from any monies
payable to EMPLOYEE pursuant to the Consulting Agreement (as
defined below); and
(b) Except as set forth
herein, it is expressly agreed and understood that EMPLOYER does
not have, and will not have, any obligation to provide EMPLOYEE at
any time in the future with any payments, benefits or consideration
other than those recited in Paragraph 2(a) above and the Consulting
Agreement below, other than any vested benefits to which EMPLOYEE
may be entitled under the terms of EMPLOYER’s benefit plans.
EMPLOYEE acknowledges that the consideration set forth in Paragraph
2(a) is satisfactory and adequate in exchange for his covenants and
release contained herein. EMPLOYEE further acknowledges that the
consideration described above in Paragraph 2(a) is more than
EMPLOYER is required to provide under its normal policies,
practices or employee benefit plans and represents benefits to
which he is not otherwise entitled.
3. The parties hereto
acknowledge that the undertakings of each of the parties herein are
expressly contingent upon the fulfillment and satisfaction of the
obligations of the other party as set forth herein.
4. EMPLOYEE hereby agrees and
recognizes that his employment relationship with RELEASEES has been
permanently and irrevocably severed effective February 28,
2008 and that RELEASEES have no obligation, contractual or
otherwise, to hire, rehire or re-employ him in the future. Except
as set forth in this Agreement, and except for EMPLOYEE’S
continuing obligations pursuant to
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Section 5 of that certain
Employment Agreement, dated as of February 12, 2007 (the
“ Employment Agreement ”), and except for
EMPLOYER’S continuing obligations, if any, pursuant to
Section 4.4(ii) of the Employment Agreement, the parties agree
and hereby confirm that the Employment Agreement is null and void
and of no further force and effect. Notwithstanding anything
contained in that certain Voting Agreement, dated as of
February 12, 2007 (the “ Voting Agreement
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