February 18, 2008 Mr. Armando Cardenas-Nolazco Dear Armando:
February
18, 2008
▇▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇
Dear
▇▇▇▇▇▇▇:
This
letter confirms that you have elected to resign from The Knot, Inc. (the
“Company”) effective February 29, 2008 (the “Resignation Date”). You have agreed
to provide consulting services on an as-needed basis for the six months
following that. This letter outlines our agreement (“Agreement”) concerning your
resignation and consulting services.
| 1. |
In
exchange for your signing this Agreement and complying with its terms,
the
Company agrees to provide you with severance/consulting payments
for six
months (March 1, 2008 - August 31, 2008). These payments will be
paid to
you regardless of the amount of consulting services provided, if
any, and
will be paid in an aggregate gross amount equal to one-half (½) your
annual base salary (that is, in the gross amount of $110,250), paid
out in
semi-monthly installments commencing on the Company’s first regular
payroll date after the Resignation Date and continuing on each of
the
Company’s regular payroll dates through and ending on August 31, 2008.
These installments will be subject to all applicable withholdings
and
taxes. You agree and acknowledge that the Company is not obligated
to
provide the severance/consulting payments as described in this paragraph,
and is doing so only in consideration for your promises and undertakings
in this Agreement.
|
| 2. |
Regardless
of whether you sign this Agreement, commencing March 1, 2008, you
will be
eligible to continue your medical coverage under the Company’s group
medical plan pursuant to federal law (COBRA), at your own cost, and
may
exercise any other rights you have to convert other insurance coverage.
Information about your rights in this regard will be sent to you
in the
mail. All other benefits and insurance coverage will cease as of
your
Resignation Date. You agree and acknowledge that your resignation
shall
constitute a cessation of service to the Company for purposes of
the
Company’s stock incentive plans, no further vesting of awards thereunder
shall occur and all applicable post-service provisions of those plans
shall apply after the Resignation
Date.
|
| 3. | (a) |
By
signing this Agreement, and in exchange for the valuable consideration
provided for in paragraph 1 and other valuable consideration,
you, for
yourself and for your heirs, executors, administrators, successors
and
assigns, except as provided in paragraph 3(b), forever release
and
discharge the Company and any and all of its parent companies,
partners,
subsidiaries, affiliates, and related entities, and any and all
of its and
their past and present officers, directors, shareholders, partners,
principals, agents, employees, and employee benefit plans and
their
fiduciaries and administrators, in their official and individual
capacities, and all of their successors and assigns (referred
to
collectively as the “Company Releasees”), from all claims, demands, causes
of action, fees and liabilities of any kind whatsoever, whether
known or
unknown, which you ever had, now have or may have against any
and all of
the Company Releasees as of the date you sign this Agreement
arising out
of your employment with the Company, the terms and conditions
of such
employment and/or your separation from such employment, including,
without
limitation, all claims of discrimination and harassment in employment
based on race, national origin, ancestry, color, creed, religion,
sex,
sexual orientation, age, marital status, disability, veteran
status, and
any other protected characteristic arising under federal, state
and local
laws, including, without limitations, the Age Discrimination
in Employment
Act, the Employee Retirement Income Security Act of 1974 (ERISA),
Title
VII of the Civil Rights Act of 1964, the Americans with Disabilities
Act,
the National Labor Relations Act, and the Texas Human Rights
Act, the
Texas Labor Code, the Texas Employment Discrimination Law, and
the Texas
Disability Discrimination Law, all as amended; all claims based
on
contract, tort or any other legal theory; and all claims for
monetary
damages of any kind, equitable reinstatement, attorneys’ fees and
costs.
|
▇▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇
February
18, 2008
Page
2
| (b) |
By
signing this Agreement, and in exchange for the mutual covenants
contained
herein, and for other valuable consideration, the Company, and its
successors and assigns, forever release and discharge you, your heirs,
executors, administrators, successors and assigns (referred to
collectively as the “Individual Releasees”), from all known claims,
demands, causes of action, fees and liabilities of any kind whatsoever,
which the Company ever had, now has or may have against any and all
of the
Individual Releasees as of the date of this Agreement arising out
of your
employment with, or conduct while employed by, the Company. You represent
that you have not engaged in any conduct that would give rise to
a claim
against you.
|
| (c) |
By
signing this Agreement, you are not waiving claims arising after
the date
you sign this Agreement; claims or rights that may not be waived
by law;
claims for enforcement of this Agreement; claims for accrued, vested
benefits under any employee benefit plan of the Company (or of its
parents, subsidiaries or affiliates) in accordance with the terms
of such
plans and applicable law. By signing this Agreement, you also are
not
waiving your right to file a charge with or participate in any
investigation or proceeding conducted by the U.S. Equal Employment
Opportunity Commission or other government agency, except that even
if you
file a charge or participate in such an investigation or proceeding,
you
will not be able to recover damages or equitable relief of any kind
from
the Company Releasees in connection with the claims waived in paragraph
3(a). By signing this Agreement, the Company and Company Releasees
are not
waiving any claims arising after the date the Company enters into
this
Agreement, claims and rights that may not be waived by law, or claims
for
enforcement of this Agreement, including, without limitation, claims
for
breach or threatened breach of your obligations of confidentiality
and
cooperation that continue after your Separation
Date.
|
| 4. |
In
exchange for the payments and benefits provided for in paragraph
1, you
agree to provide consulting services to the Company for six months
following your Resignation Date (March 1, 2008 - August 31, 2008)
but not
to exceed 5 hours per week or 20 hours in a calendar month, such
consulting services to include working with the Chief Executive Officer
in
an advisory role. It is understood and agreed that you will not be
required to travel in connection with your consulting services. You
also
agree to cooperate, on a reasonable basis, and as part of the consulting
services, with the Company and its counsel in connection with matters
about which you have knowledge and/or that relate to the responsibilities
you performed while employed with the Company. All such services
and
cooperation will be reasonably provided at such reasonable times
as agreed
upon by the parties.
|
▇▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇
February
18, 2008
Page
3
| 5. |
(a)You
continue to have a fiduciary duty to the Company with respect to
its
confidential information and you agree to comply with your obligations
and
not to reveal to any person or entity, or use or attempt to use,
any
confidential information after your resignation. Confidential information
includes, but is not limited to, any and all trade secrets or confidential
and/or proprietary information of the Company, marketing, financial,
business development and/or operations plans, passwords, proposals,
strategies and/or information; diskettes; intangible information
stored on
diskettes; reports; projections; software programs and data compiled
with
the use of those programs; show how and know how; pricing and costing
policies; systems; processes; software programs; works of authorship;
inventions; projects; as well as any other information as may be
designated or treated by the Company and its parent companies,
subsidiaries and affiliates as confidential, proprietary and/or trade
secrets. Confidential information does not include any information
that is
or subsequently becomes, through no fault of yours, publicly available.
Immediately upon the effective date of this Agreement you shall deliver
all confidential information in your possession, and all copies thereof,
to the Company.
|
| (b) |
The
terms and conditions of this Agreement also shall be confidential
and
shall not be disclosed to third parties, except as required by law
or to a
government agency in connection with any claim or investigation being
conducted, and except that you may disclose them to your spouse,
attorneys
and financial and tax advisors provided you first inform them and
they
agree to maintain the confidentiality of the terms and conditions
of this
Agreement.
|
| (c) |
You
agree not to publicly disparage any of the Company
Releasees.
|
| (d) |
Nothing
in this Agreement prohibits you from providing truthful information
about
the Company or your employment with the Company to any government
agency
or as may be required by law.
|
| (e) |
The
Company agrees, in response to requests for references, to respond
that
you resigned from employment on an amicable basis and that you were
employed by the Company from December 1, 2004 to February 29, 2008
in the
role of Chief Technology Officer. The Company agrees to direct its
executive officers not to publicly disparage
you.
|
| 6. |
Any
breach by you of your obligations under paragraphs 4 or 5, after
notice
and reasonable opportunity to cure, shall be a material breach of
this
Agreement, which will result in discontinuance of the payments referenced
in paragraph 1.
|
| 7. |
This
Agreement shall be governed by and construed in accordance with the
laws
of the State of New York and you consent to the jurisdiction of the
courts
of the State of New York in connection with any matter related to
or
arising out of this Agreement or any breach
thereof.
|
| 8. |
You
have 21 days to consider this Agreement before signing it. We encourage
you to speak with an attorney before signing it. If you decide to
sign it,
you have 7 days after signing it to revoke your decision. Provided
you do
not revoke it, this Agreement will become effective on the 8th day
after
you sign it (the “effective date”).
|
▇▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇
February
18, 2008
Page
4
| 9. |
By
signing below, you acknowledge that you have carefully read this
Agreement
in its entirety; have had an opportunity to consider the terms of
this
Agreement for at least twenty-one (21) days and to consult with an
attorney of your choice before signing it; understand the terms of
this
Agreement; and are signing this Agreement voluntarily and of your
own free
will.
|
Sincerely,
/s/
▇▇▇▇▇
▇▇▇
▇▇▇▇▇
▇▇▇
Chief
Executive Officer
AGREED
AND ACCEPTED BY:
/s/
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ 2/26/08
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇
Date