Sample Business Contracts

        a)    Severance Payment.    Within fifteen (15) days after the date on which Employee has signed this Agreement and returned it to the Company, and provided that Employee has not revoked this Agreement pursuant to Section 1k, below, the Company agrees to pay Employee separation pay in the amount of Two-hundred and Two-thousand and Five-hundred dollars ($202,500) (the "Severance Payment"), less all legally required withholdings and authorized deductions. Additionally, in a separate check, the Company shall pay $938.25 for nine months of premiums for Employee's life and accidental death and disability insurance following Employee's termination ("Insurance Payment"). No withholdings shall be made from this later check. Employee acknowledges and agrees that IB and its counsel have not made representations to her regarding the tax consequences of any amounts received by it pursuant to this Agreement. Employee agrees to pay federal and/or state taxes, if any, which are required by law to be paid with respect to the Severance Payment and Insurance Payment.

        b)    Surrender & Sale of Stock & Payment of Interest on Note.    Upon the execution of this Agreement, Employee shall surrender 51,830 shares of her 110,000 shares of common stock at a price of $2.35 per share to repay, in full, the principal amount of the Promissory Note owed to IB by Employee related to Employee's purchase of the 110,000 vested shares of common stock and interest that has accrued to date. Within fifteen (15) days after Employee has first signed this Agreement and returned it to the Company, and provided that Employee gas not revoked this Agreement pursuant to Section 1k, below, the Company shall purchase Employee's remaining 58,170 shares of common stock at a price of $1.60 per share(the "Stock Purchase") for a total of

Ninety-three thousand and Seventy-two dollars ($93,072) (the "Stock Purchase Payment"). No withholdings shall be made from the Stock Purchase Payment. Upon delivery of the Stock Purchase Payment to Employee, Employee acknowledges and agrees that Company will cancel all stock certificates of Employee in Company's possession, representing all of Employee's ownership interest in the Company. Employee shall reasonably cooperate with Company to execute any additional documents as necessary to complete the Stock Purchase and transfer ownership rights in the stock to the Company.

        c)    No Other Compensation or Benefits.    Employee acknowledges that she has elected not to participate in IB's medical, dental, and/or vision, insurance plans. Except as provided in this Agreement, Employee shall not be entitled to receive any other compensation or benefits of any sort from the Company, its affiliates, or their officers, directors, employees, agents, insurance companies, attorneys, shareholders, or subsidiaries for, without limitation, salary, vacation, bonuses, stock, stock options, health care continuation coverage or any other compensation or benefits.

        d)    No Claims or Lawsuits.    Employee represents that she has not filed or asserted any complaints, claims, or actions against IB and its parent companies, subsidiaries, divisions, affiliates, joint venturers, predecessors, successors, and their past, present and future officers, directors, shareholders, owners, assigns, agents, employees, attorneys, representatives, insurers reinsurers, including, but not limited to Idealab (collectively referred to herein as "IB Released Parties") with any state, federal, or local governmental agency or court or arbitrator and that he will not do so at any time hereafter, and that if any agency, court, or arbitrator assumes jurisdiction of any complaint, claim, or action against IB Released Parties, Employee will direct that agency, court, or arbitrator to withdraw from or dismiss with prejudice the matter. IB represents that it has not filed or asserted any complaints, claims, or actions against Employee, her spouse, heirs, and/or attorneys ("Employee Released Parties") with any state, federal, or local governmental agency or court or arbitrator and that it will not do so at any time hereafter, and that if any agency, court, or arbitrator assumes jurisdiction of any complaint, claim, or action against Employee Released Parties, Employee will direct that agency, court, or arbitrator to withdraw from or dismiss with prejudice the matter.

        e)    No Assistance.    Employee understands that if this Agreement were not signed, she would have the right to voluntarily assist other individuals or entities in bringing claims against the Company. Employee further understands and agrees that she waives such right and she shall not aid or assist others in their pursuit of claims against the Company unless (1) Employee is required to provide such assistance pursuant to a court order, or (2) Employee's assistance is sought by the EEOC or any other federal, state or local governmental entity.

        f)    No Admission.    This Agreement and compliance with this Agreement shall not be construed as an admission by the Parties of any liability whatsoever, or as an admission by the Parties of any violation of the rights of the other or any person, or any violation of any order, law, statute, duty, or contract whatsoever against the other party. The Parties specifically deny and disclaim any liability to the other or any other person for any alleged violation of the rights of Employee, the Company, or any person, or for any alleged violation of any order, law, statute, duty, or contract on the part of the Parties, or either of them, including the Company's employees or agents or affiliated entities or their employees or agents.

        g)    No Future Employment.    Employee agrees that she will not seek or maintain employment, independent contractor status, or any other business relationship in the future with IB, Idealab, and/or Idealab owned companies in any position or capacity whatsoever and that IB, Idealab, and/or Idealab owned companiesare entitled to reject, with or without cause, any application for employment or agreement for independent contractor status or any other business relationship with IB, Idealab, and/or Idealab owned companiesmade by Employee. Employee further agrees

that any rejection of any application or offer made to IB, Idealab, and/or Idealab owned companies by Employee is not for discriminatory or any other illegal purpose.

        h)    Employment Verification.    Should Employee wish to provide to any current or future employer(s) verification of her prior employment with the Company, she shall arrange for a request for confirmation to be submitted directly to IB's Vice-President, Human Resources, who will then only verify Employee's dates of employment with IB, position held and final salary, and confirm her resignation from IB on good terms.

        i)    Employee's Release of IB Released Parties.    As a material inducement for IB to enter into this Agreement, Employee hereby waive all rights under Employee hereby waives all rights under section 1542 of the California Civil Code with respect to IB Released Parties, which section Employee acknowledges has been fully explained to her by her attorneys and which she fully understands. Section 1542 provides as follows:

        Notwithstanding the provisions of Section 1542 of the California Civil Code, as a material inducement for IB Released Parties to enter into this Agreement, Employee hereby irrevocably and unconditionally cancels, terminates, abrogates, discharges, waives, fully releases and forever discharges IB Released Parties from any and all claims, debts, liabilities, demands, obligations, guarantees, costs, expenses, attorneys' fees, damages, action or causes of action of any kind, whether known or unknown including any claims for relief, charges, complaints, causes of action, disputes, liens, demands, damages, costs and liabilities of any nature whatsoever, known or unknown, suspected or unsuspected, which she at any time heretofore had or claimed to have had or which she may have or claim to have regarding events that have occurred as of the date of this Agreement, arising out of or relating in any way to Employee's hiring by, employment with, or separation of employment from IB Released Parties, or otherwise relating to Employee's interactions, involvement or employment with IB Released Parties, from the beginning of time through the Effective Date. This release specifically extends to, without limitation, claims or causes of action arising from or related to breach of an express or implied contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, fraud, misrepresentation, defamation, slander, retaliation, discrimination, harassment, wrongful termination, infliction of emotional distress, loss of future earnings or profits, and claims under the California Constitution, any other applicable State Constitution, the United States Constitution, and applicable state and federal fair employment laws, federal equal employment opportunity laws, and federal and state labor statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Fair Labor Standards Act, as amended, the Worker Retraining and Notification Act of 1988, as amended, the Americans With Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Employee Retirement Income Security Act of 1974, as amended, the California Fair Employment and Housing Act, as amended, the California Business and Professions Code, as amended, the California Labor Code, as amended, and all other applicable state and federal laws. Employee acknowledges and agrees that to the extent not previously paid, the Severance Payment compensates her for all wages and all other monies due and owing to her arising from her employment with IB, including payment for all hours worked, any penalties and/or interest owed, and that she otherwise has been paid for all accrued leave and vacation time. Employee further acknowledges and agrees that the Stock Purchase Payment together with the cancellation in full of the Promissory Note from Employee to Company is in full payment for all of Employee's ownership interest in the Company. However, notwithstanding the foregoing, nothing in this Agreement shall be construed to waive: (1) any right that is not subject to waiver by private

agreement, including without limitation any claims arising under state unemployment insurance or workers compensation laws or California Labor Code section 2802; and (2) any rights under this Agreement.

        j)     Nothing in this Agreement shall affect the EEOC's rights and responsibilities to enforce the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of 1967, as amended, or any other applicable law, nor shall anything in this Agreement be construed as a basis for interfering with Employee's protected right to file a timely charge with, or participate in an investigation or proceeding conducted by, the EEOC, or any other state, federal or local government entity; provided, however, if the EEOC or any other state, federal or local government entity commences an investigation on Employee's behalf, Employee specifically waives and releases her right, if any, to recover any monetary or other benefits of any sort whatsoever arising from any such investigation or otherwise, nor will Employee seek or accept reinstatement to her former position with IB.

        k)    Review and Revocation Period.

        l)     IB's Release of Employee Released Parties. As a material inducement for Employee to enter into this Agreement, IB hereby waive all rights under section 1542 of the California Civil Code with respect to Employee Released Parties, which section IB acknowledges has been fully explained to it by its attorneys and which it fully understands. Section 1542 provides as follows:

        Notwithstanding the provisions of Section 1542 of the California Civil Code, as a material inducement for Employee to enter into this Agreement, IB hereby irrevocably and unconditionally

cancels, terminates, abrogates, discharges, waives, fully releases and forever discharges Employee Released Parties from any and all claims, debts, liabilities, demands, obligations, guarantees, costs, expenses, attorneys' fees, damages, action or causes of action of any kind, whether known or unknown including any claims for relief, charges, complaints, causes of action, disputes, liens, demands, damages, costs and liabilities of any nature whatsoever, known or unknown, suspected or unsuspected, which they, at any time heretofore had or claimed to have had or which they may have or claim to have regarding events that have occurred as of the date of this Agreement, matters, including, but not limited to, claims or causes of action for misrepresentation, breach of contract, conversion, defamation, slander, and libel, from the beginning of time through the Effective Date.