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Mutual Separation Agreement With Waiver and Release of All Claims - Private Business Inc. and Kevin McNamara

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                                                                  EXECUTION COPY



                        MUTUAL SEPARATION AGREEMENT WITH
                        WAIVER AND RELEASE OF ALL CLAIMS

1.       Parties. This Mutual Separation Agreement with Waiver and Release of
         All Claims ("AGREEMENT") covers all understandings between KEVIN M.
         MCNAMARA (hereinafter "EMPLOYEE") and PRIVATE BUSINESS, INC.
         (hereinafter "CORPORATION") relating to Employee's separation from
         employment with the Corporation. Except for continuing obligations
         under the Employment Agreement (as defined below), that certain
         Indemnification Agreement, dated as of October 31, 1999, by and between
         Employee and the Corporation, and the Stock Option Agreements
         referenced in Section 5 below, no other expressed, implied, written or
         oral agreement between Employee and the Corporation relating to
         Employee's separation from employment with the Corporation will have
         any effect unless it is in writing and is signed and dated by both
         parties after the date of this Agreement.

2.       Separation Date. Employee's separation from employment with the
         Corporation is effective on February 1, 2001 (the "SEPARATION DATE").
         After that date, except for any earned but unpaid compensation for his
         services as an employee prior to the Separation Date (including, but
         not limited to, salary and vacation pay), the only payments, benefits
         or other things of value that Employee will be entitled to receive
         directly from the Corporation with respect to his employment by the
         Corporation are those set forth in this Agreement.

3.       Effect on Employment Agreement. Employee and Corporation acknowledge
         and agree that both parties are subject to a certain Amended and
         Restated Employment Agreement effective October 31, 1999 (the
         "EMPLOYMENT AGREEMENT") and that such Employment Agreement shall
         terminate effective February 1, 2001, except that the provisions of the
         Employment Agreement intended to survive the termination shall survive
         and shall be enforceable as written.

4.       Severance Payment. In exchange for the promises that Employee makes in
         this Agreement, the Corporation agrees to pay to Employee severance pay
         in the amount of Three Hundred Fifteen Thousand Dollars ($315,000),
         less statutory withholdings and deductions ("SEVERANCE AMOUNT"), to be
         paid upon the execution of this Agreement. The parties agree that this
         Severance Amount represents the total cash amount Employee is entitled
         to under the Employment Agreement, other than any earned but unpaid
         salary and unreimbursed expenses as of the Separation Date, which shall
         not reduce the Severance Amount.


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5.       Options Exercise Period. Employee and Corporation acknowledge and agree
         that, as of the Separation Date, Employee had been awarded vested
         options to purchase a total of 477,223 shares of common stock of the
         Corporation, consisting of (i) 236,111 shares at an exercise price of
         $2.125 per share, (ii) 118,056 shares at an exercise price of $8.00 per
         share, (iii) 118,056 shares at an exercise price of $12.00 per share,
         and (iv) 5,000 shares at an exercise price of $1.781. Employee and
         Corporation agree that these Options shall remain exercisable until two
         years from the Separation Date.

6.       COBRA Continuation Rights. Pursuant to the Consulting Agreement between
         Employee and Corporation effective February 1, 2001 ("CONSULTING
         AGREEMENT"), Employee's health insurance benefits from the Corporation
         shall terminate on and Employee shall be entitled to COBRA continuation
         benefits provided under the Corporation's group health plan beginning
         on the Separation Date. For so long as the Consulting Agreement shall
         remain in effect, should Employee elect COBRA coverage, the Corporation
         shall pay Employee, periodically, as additional severance, an amount
         equal to Employee's COBRA premium actually paid by Employee.

7.       Mutual Waiver and Release. In exchange for the promises made in this
         Agreement, each party agrees to voluntarily, willingly, and knowingly
         waive, release, and forever discharge all rights and claims that it
         has, had or may have against the other party arising out of or relating
         in any manner to Employee's employment and/or separation from
         employment with the Corporation, as follows, but subject to the
         exceptions set forth in Section 8: For and in consideration of the
         promises contained in this Agreement, each party hereby irrevocably and
         unconditionally waives, releases, and forever discharges the other
         party from all rights, claims, and liability, whether or not they are
         presently known to exist, that each party has, had, or may have against
         the other party arising out of or relating in any manner to Employee's
         employment and/or separation from employment with the Corporation. The
         rights and claims that Employee waives, releases, and discharges
         include, to every extent allowed by law, but are not limited to those
         arising under the Age Discrimination in Employment Act of 1967, the
         Older Workers' Benefit Protection Act, the Civil Rights Acts of 1866,
         1871, 1964 and 1991, the Immigration Reform and Control Act of 1986,
         the Occupational Safety and Health Act, the Americans with Disabilities
         Act, the Equal Pay Act of 1963, the Employee Retirement Income Security
         Act, the Family and Medical Leave Act of 1993, and the Comprehensive
         Omnibus Budget Reconciliation Act. This is not a complete list, and
         Employee waives, releases, and discharges all other rights and claims
         Employee has, had, or may have under all other federal, state and local
         laws, regulations and ordinances, including but not limited to
         statutory and common law contract, tort, and/or wrongful discharge
         claims arising out of or relating in any manner to Employee's
         employment and/or separation from employment with the Corporation but
         subject to the


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         exceptions set forth in Section 8. Similarly, subject to the exceptions
         set forth in Section 8, Corporation waives, releases, and discharges
         all rights and claims Corporation has, had, or may have under any
         federal, state and local laws, regulations and ordinances, including
         but not limited to statutory and common law contract or tort claims
         arising out of or relating in any manner to Employee's employment
         and/or separation from employment with the Corporation.

8.       Exceptions to Mutual Waiver and Release. The foregoing language in
         Section 7 notwithstanding, the Corporation and Employee acknowledge
         that this section does not apply to any rights, claims or liability
         either party has, had, or may have against the other party arising out
         of or relating to: (a) a material breach of this Agreement; (b) any
         disputes over the administration of benefits or any claims for benefits
         under the Corporation's employee benefit plans or various insurance
         programs for so long as Employee retains coverage under such plans or
         programs; (c) any claims under the Employment Agreement for provisions
         intended to survive the termination of the Employment Agreement; or (d)
         any disputes arising under the Consulting Agreement.

9.       Construction. The parties agree that for the purposes of this Agreement
         all references to PRIVATE BUSINESS, INC. or the Corporation should be
         understood to mean not only PRIVATE BUSINESS, INC., itself, but also
         all current subsidiary companies and affiliated companies of PRIVATE
         BUSINESS, INC., as well as all current, past and future officials,
         employees, agents, representatives, officers, directors, attorneys,
         accountants, shareholders, successors and assigns of PRIVATE BUSINESS,
         INC. and its current parent companies, subsidiary companies and
         affiliated companies, and all persons acting by, through, under or in
         concert with any of them. For purposes of this Agreement, "affiliate"
         shall mean any person or entity directly or indirectly controlling,
         controlled by or under common control with another person or entity
         from time to time.

10.      No Admission. Each party acknowledges that this document does not
         constitute an admission by the other party of any unlawful act or of
         any violation of any statute, regulation, contract or other provision
         of statutory, regulatory or common law.

11.      Confidentiality. Corporation and Employee agree to keep all matters
         concerning this Agreement absolutely confidential and agree not to
         disclose, verbally or otherwise, either the existence or terms of this
         Agreement to anyone, including but not limited to past, present or
         future employees of the Corporation, except that Employee may disclose
         the existence of and the terms and conditions of this Agreement to his
         spouse, if any, and/or his attorney, and/or his accountant, and/or his
         tax advisor (to the extent necessary to prepare his tax returns),
         provided that Employee makes each such person aware of the
         confidentiality provisions of this paragraph and that each such person
         to whom such information is disclosed has


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         previously agreed to keep the existence, terms and conditions of this
         Agreement confidential, and the Corporation may disclose this
         Agreement, or provisions thereof, pursuant to applicable securities
         laws.

12.      Attorneys' Fees Upon Breach. In the event of a material breach of this
         Agreement, the defaulting party agrees to pay the non-breaching party
         its reasonable attorneys' fees and expenses in any action arising from
         or relating to the enforcement of the Agreement.

13.      Interpretation; Enforceability. The parties agree that if any clause or
         provision herein is deemed by a court of competent jurisdiction to be
         illegal, invalid or unenforceable, the legality, validity and
         enforceability of the remaining parts, terms or provisions shall not be
         affected thereby, and the remainder of this Agreement shall remain in
         full force and effect to the fullest extent possible.

14.      Contemplation Period. Employee acknowledges that on or about February
         28, 2001, the Corporation gave Employee an unsigned copy of this
         Agreement and informed Employee that he had 45 days from the date of
         receipt to consider it before signing.

15.      Right of Revocation. Employee also acknowledges that the Corporation
         has informed Employee that for a period of 7 days after the date upon
         which Employee signs this Agreement, Employee may revoke it in writing.
         Employee further acknowledges understanding that if Employee revokes
         this Agreement, Employee will lose all benefits of this Agreement.

16.      Binding Effect; Successors and Assigns. Employee, by signature below,
         acknowledges that he has carefully read and considered the contents of
         this Agreement, and that he fully understands all of its provisions and
         that he is voluntarily, willingly and knowingly entering into this
         Agreement. This Agreement shall be binding upon and inure to the
         benefit of the parties hereto, their heirs, estates, successors and
         assigns, their affiliates, employees, directors, officers, shareholders
         and agents.

17.      Cooperation; Mutual Respect; No Disparagement. The parties agree that
         certain matters, which Employee was involved in during his period of
         service to the Corporation, may necessitate Employee's cooperation in
         the future. Employee agrees to cooperate with all reasonable requests
         of the Corporation for such assistance for a period of one year
         following termination of the Consulting Agreement, provided any such
         requests do not unduly or materially interfere with the Employee's
         employment or activities during such time. Any reasonable expenses
         incurred by Employee in providing such assistance shall be paid for by
         the Corporation. Each party agrees to mutually respect the other and to
         refrain


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         from making any disparaging comments about the other or disparaging the
         business of the other from the date of this Agreement and thereafter.

18.      Vacation Pay. Effective with the Separation Date, Employee will cease
         to accrue vacation benefits. Corporation will pay to Employee the value
         of accrued vacation benefits, agreed to be $12,923, less statutory
         withholdings and deductions, as soon as practical following execution
         hereof.

EMPLOYEE ACKNOWLEDGES THAT HE HAS CONSULTED AN ATTORNEY WITH RESPECT TO THIS
AGREEMENT BEFORE SIGNING THIS AGREEMENT.


                                    /s/ KEVIN M. MCNAMARA
                                    --------------------------------------------
                                    KEVIN M. MCNAMARA

                                    Date: 3/9/2001
                                          --------------------------------------

         Personally appeared Kevin M. McNamara before me this ___ day of
____________, 2001.


                                    --------------------------------------------
                                    NOTARY PUBLIC

                                    My Commission Expires:
                                                           ---------------------

                                    PRIVATE BUSINESS, INC.


                                    By:
                                        ----------------------------------------
                                    Title:
                                           -------------------------------------
                                    Date:
                                          --------------------------------------






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