Sample Business Contracts

Separation Agreement and General Release - Avenue A Inc. and Robert M. Littauer

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                                GENERAL RELEASE

into by Robert M. Littauer (hereinafter referred to as "EXECUTIVE") and Avenue
A, Inc. (hereinafter referred to as "THE COMPANY").


     A.   EXECUTIVE has been employed by THE COMPANY and his employment
relationship with THE COMPANY shall terminate effective October 19, 2000 (the
"Termination Date").

     B.   EXECUTIVE and THE COMPANY wish to enter into an agreement to clarify
and resolve any disputes that may exist between them arising out of the
employment relationship and its termination, and any continuing obligations of
the parties to one another following the end of the employment relationship.

     C.   THE COMPANY has advised EXECUTIVE of his right to consult an attorney
prior to signing this Agreement and has provided him with at least 21 days to
consider its severance offer and to seek legal assistance.  EXECUTIVE has either
consulted an attorney of his choice or voluntarily elected not to consult legal
counsel, and understands that he is waiving all potential claims against THE

     D.   This Agreement is not and should not be construed as an admission or
statement by either party that it or any other party has acted wrongfully or
unlawfully.  Both parties expressly deny any wrongful or unlawful action.


     NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
promises contained below, it is agreed as follows:


     EXECUTIVE's employment with THE COMPANY shall terminate effective October
19, 2000. Effective September 18 , 2000, EXECUTIVE shall have no further
employment duties or responsibilities to THE COMPANY.


     EXECUTIVE and THE COMPANY agree that for all future purposes they will
characterize his termination of employment as a voluntary resignation.


     Commencing on the Termination Date, THE COMPANY will pay to EXECUTIVE 12
months' salary as severance, in addition to his salary through the Termination
Date, such payments to be made in accordance with THE COMPANY's regular payroll.
THE COMPANY will also pay EXECUTIVE's COBRA premiums for health insurance
benefit continuation through October 31, 2001.  All other benefits shall cease
effective the date that employment terminated, except EXECUTIVE's right to self-
pay health insurance benefits under COBRA beyond October 31, 2001, if he elects
to do so.

     In addition, EXECUTIVE shall receive one-year's accelerated vesting on all
outstanding option shares in Avenue A common stock.  Specifically, (1) the
portion of any Avenue A stock option held by Executive immediately prior to the
Termination Date, that is unvested shall automatically vest, immediately prior
to the Termination Date, in an amount equal to the portion that would have
vested in the period commencing on the Termination Date and ending on the one-
year anniversary of the Termination Date, had EXECUTIVE'S employment continued
through the latter date; and (2) the number of unvested shares, if any, held by
Executive immediately prior to the Termination Date that were obtained on
exercise of any Avenue A stock options that is equal to the number of such
unvested shares that would have vested during in the period commencing on the
Termination Date and ending on the one-year anniversary of the Termination Date,
had EXECUTIVE'S employment continued through the latter date, shall, immediately
prior to the Termination Date, automatically vest and be no longer subject to
the right of repurchase in favor of Avenue A.  Because the one-year anniversary
of the Termination Date falls between vesting milestones, the vesting
acceleration described above shall be pro rated to include a partial
acceleration for the number of days between the beginning of the last quarter
falling within the one-year acceleration period and the one-year anniversary of
the Termination Date.


     EXECUTIVE and THE COMPANY agree that payment by THE COMPANY to EXECUTIVE of
the amounts described in the preceding paragraph is not required by THE COMPANY
policies or procedures or by any contractual obligation of THE COMPANY, and is
offered by THE COMPANY solely as consideration for this Agreement.



     EXECUTIVE expressly reaffirms the Confidentiality Agreement that he signed
as part of his employment with THE COMPANY, a copy of which is attached as
Exhibit A and which shall remain in full effect.  EXECUTIVE confirms that he has
or will immediately upon termination turn over to THE COMPANY all files,
memoranda, records, credit cards, and other documents or physical property which
he received from THE COMPANY or its Employees or generated himself in the course
of his employment with THE COMPANY.


     EXECUTIVE agrees that he will keep the terms of this Agreement (including
but not limited to the severance amount) completely confidential, and that he
will not disclose any information concerning this Agreement or its terms to
anyone other than his immediate family, legal counsel, and/or financial
advisors, who will be informed of and bound by this confidentiality clause.


     EXECUTIVE expressly waives any claims against THE COMPANY and releases THE
COMPANY (including its officers, directors, stockholders, managers, agents and
representatives) from any claims that he may have in any way connected with his
employment with THE COMPANY and the termination thereof.  It is understood that
this release includes, but is not limited to, any claims for wages, bonuses,
employment benefits, or damages of any kind whatsoever, arising out of any
contracts, express or implied, any covenant of good faith and fair dealing,
express or implied, any theory of wrongful discharge, any legal restriction on
THE COMPANY's right to terminate employment, or any federal, state or other
governmental statute or ordinance, including, without limitation, Title VII of
the Civil Rights Act of 1964, the federal Age Discrimination in Employment Act,
the Americans with Disabilities Act, the Family and Medical Leave Act, the
Washington Law Against Discrimination, or any other legal limitation on the
employment relationship.

     EXECUTIVE represents that he has not filed any complaints, charges or
lawsuits against THE COMPANY with any governmental agency or any court, and
agrees that he will not initiate, assist or encourage any such actions.

     This waiver and release shall not waive or release claims where the events
in dispute first arise after execution of this Agreement, nor shall it preclude
EXECUTIVE from filing a lawsuit for the exclusive purpose of enforcing his
rights under this Agreement.



     EXECUTIVE and THE COMPANY agree that he shall have 21 days to review this
Agreement and consult legal counsel if he so chooses, during which time the
proposed terms of this Agreement shall not be amended, modified or revoked by
THE COMPANY.  EXECUTIVE may revoke this Agreement if he so chooses by providing
notice of his decision to revoke the Agreement to THE COMPANY within seven days
following the date he signs this Agreement.  This Agreement shall become
effective and enforceable upon expiration of this seven-day revocation period.


     The provisions of this Agreement are severable, and if any part of it is
found to be unlawful or unenforceable, the other provisions of this Agreement
shall remain fully valid and enforceable to the maximum extent consistent with
applicable law.


     EXECUTIVE represents and agrees that he has read this Agreement,
understands its terms and the fact that it releases any claim he might have
against THE COMPANY and its agents, understands that he has the right to consult
counsel of choice and has either done so or knowingly waived the right to do so,
and enters into this Agreement without duress or coercion from any source.


     This Agreement sets forth the entire understanding between EXECUTIVE and
THE COMPANY and supersedes any prior agreements or understandings, express or
implied, pertaining to the terms of his employment with THE COMPANY and the
termination of the employment relationship.  EXECUTIVE acknowledges that in
executing this Agreement, he does not rely upon any representation or statement
by any representative of THE COMPANY concerning the subject matter of this
Agreement, except as expressly set forth in the text of the Agreement.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the
dates indicated below.

Avenue A, Inc.                             Robert M. Littauer

/s/ Brian McAndrews                        /s/ Robert M. Littauer
-----------------------------              ------------------------------------
By Brian McAndrews
Its President and CEO                      Dated: 10/11/00
Dated:   10/11/00