Exhibit 10.17
SEVERANCE AGREEMENT AND GENERAL RELEASE
This Severance Agreement and General Release (the "Agreement") confirms the
following understandings and agreements between CYBERSHOP INTERNATIONAL, INC.
("Employer"), and XXXXXX XXXXXX ("Employee") concerning Employee's employment
and termination thereof.
13. Employment Status:
(a) Employee's last date of employment will be January 20,
2000 (the "Termination Date").
(b) Employee will be paid his salary through January 20, 2000
in accordance with normal payroll practices. Employee will also be paid for any
unused accrued vacation days, less applicable withholding taxes. Employee's
health coverage under the Employer's group health plan will terminate on January
31, 2000. Thereafter, Employee will be provided an opportunity to continue
health coverage for himself and qualifying dependents under the Employer's group
health plan in accordance with the Consolidated Omnibus Budget Reconciliation
Act ("COBRA").
(c) Except as otherwise set forth in this Agreement, from and
after the Termination Date, Employee shall not be entitled to receive any
further compensation or monies from Employer or to receive any benefits or
participate in any benefit plan or program of Employer, including but not
limited to, the Employer's 401(k) Plan.
14. Severance: Provided Employee complies with his obligations under
this Agreement, Employee shall be entitled to severance as follows:
(a) Severance: The Employer will pay Employee $75,000, less
applicable withholding taxes. Such payment will be made in a lump-sum in the
next payroll period following the Effective Date (as defined in paragraph 7).
Together with Employee's final paycheck, the gross amount of such payment will
be $79,615.38, and the net amount will be $59,442.64.
(b) The provisions of paragraph 2(a) will have no force and
effect if Employee revokes this Agreement as provided in paragraph 7 below.
15. (a) Full Release: In consideration of the benefits and compensation
provided in paragraph 2(a) herein, Employee, for himself, his heirs, executors,
administrator, successors, and assigns (hereinafter referred to as the
"Releasors") hereby fully releases and discharges Employer, its officers,
directors, employees, agents, insurers, underwriters, subsidiaries, parents,
affiliates, successors or assigns (all such persons, firms, corporations and
entities being
deemed beneficiaries hereof and are referred to herein as the "Releasees") from
any and all actions, causes of action, claims, obligations, costs, losses,
liabilities, damages, attorneys' fees, and demands of whatsoever character,
whether or not known, suspected or claimed, which the Releasors have, or
hereafter may have, against the Releasees by reason of any matter, fact or cause
whatsoever from the beginning of time to the date of this Agreement, including,
without limitation, all claims arising out of or in any way related to
Employee's employment or the termination of his employment.
This Agreement of Employee shall be binding on the executors,
heirs, administrators, successors and assigns of Employee and shall inure to the
benefit of the respective executors, heirs, administrators, successors and
assigns of the Releasees.
(b) For and in consideration of the release set forth in
clause (a) above, Employer, for and on behalf of the Releasees, releases
Employee from any and all actions, causes of action, claims, obligations, costs,
losses, liabilities, damages, attorneys' fees, and demands of whatsoever
character, whether or not known, suspected or claimed, which the Employer has,
or hereafter may have, against Employee by reason of any matter, fact or cause
whatsoever from the beginning of time to the date of this Agreement, including,
without limitation, all claims arising out of or in any way related to
Employee's employment or the termination of his employment.
16. Confidentiality: Employee agrees that the terms of this Agreement
have been and shall be held strictly confidential by him and his attorneys and
accountants, and that he shall not, and shall instruct his attorneys and
accountants not to disclose any such information, orally or in writing, to
anyone else, including without limitation, any past, present or future employee
or agent of the Employer. Employee recognizes that, in the event he or his
attorneys disclose any information contrary to the confidentiality provisions of
this Agreement, any such disclosure would be a material breach of the Agreement
for which the Employer shall be entitled to recover payments made under
paragraph 2(a) of this Agreement, in addition to its other remedies in law and
equity.
17. Releasees' Express Denial of Liability: The payment by the
Releasees of the amount specified herein above shall not be deemed an admission
that any liability of the Releasees exists, and in making such payment Releasees
do not admit, and expressly deny, any liability.
18. Waiver of Rights Under Other Statutes: Employee understands that
his Agreement includes the waiver of claims and rights Employee may have under
other applicable statutes, including without limitation, Title VII of the Civil
Rights Act of 1964; the Civil Rights Act of 1991; the Employee Retirement Income
Security Act; the Equal Pay Act; the Rehabilitation Act of 1973; the Americans
with Disabilities Act; the Family and Medical Leave Act; the New Jersey Family
Leave Act; the New Jersey Law Against Discrimination; the Fair Labor Standards
Act; the New Jersey Wage and Hour Act; and/or the New Jersey Conscientious
Employee Protection Act, and any and all amendments to any of same.
19. Waiver of Rights Under the Age Discrimination in Employment Act:
Employee understands that this Agreement, and the release contained herein,
waives claims and rights Employee might have under the Age Discrimination in
Employment Act ("ADEA"). The monies and other benefits offered to Employee in
this Agreement are in addition to any sums or benefits that Employee would be
entitled without signing this Agreement. For a period of seven (7) days
following execution of this Agreement, Employee may revoke the terms of this
Agreement by a written document received by Employer on or before the end of the
seven (7) day period (the "Effective Date"). The Agreement will not be effective
until said revocation period has expired. Employee acknowledges that he has been
given up to twenty-one (21) days to decide whether to sign this Agreement.
Employee has been advised to consult with an attorney prior to executing this
Agreement.
20. Return of Property: Prior to receiving the severance payment
described in paragraph 2(a), Employee agrees to return to the Employer all
Employer property, including without limitation, mailing lists, reports, files,
memoranda, records, computer hardware, software, credit cards, door and file
keys, computer access codes or disks and instructional manuals, and other
physical or personal property which Employee received or prepared or helped
prepare in connection with his employment with Employer, and that Employee will
not retain any copies, duplicates, reproductions or excerpts thereof. Employer
recognizes that Employee states that he has returned all Employer property in
his possession.
21. No Disparagement:
(a) Employee agrees that he shall not make, or cause to be
made, any statement or communicate any information (whether oral or written)
that disparages or reflects negatively on Employer or any of the Releasees.
Nothing herein shall preclude Employee from complying with a subpoena or other
lawful process.
(b) Employer agrees that it shall not make, or cause to be
made, any statement or communicate any information (whether oral or written)
that disparages or reflects negatively on Employee. Employer also agrees that it
shall not interfere with Employee's efforts to obtain subsequent employment. It
shall not be a violation of this paragraph 9(b) if an employee or independent
contractor of Employer disparages Employee or interferes with his efforts to
obtain subsequent employment outside the scope of his or her employment or
without the authority of Employer. Nothing herein shall preclude Employer from
complying with a subpoena or other lawful process.
22. Employment Agreement is Terminated:With the exception of paragraph
9 ("Confidentiality"), which agreement shall remain in full force and effect and
is hereby affirmed and ratified, the Employment Agreement entered into between
Employer and Employee dated March 24, 1999 is terminated as of the Termination
Date. Accordingly, Employee's agreements in paragraph 10 ("Non-Competition")
will terminate as of the Termination Date.
23. No Suit: Employee represents that he has not filed or permitted to
be filed against the Employer or any of the other Releasees, individually or
collectively, any lawsuits, and he covenants and agrees that he will not do so
at any time hereafter. Employee will not voluntarily participate in any judicial
proceeding against any of the Releasees that in any way involve the allegations
and facts that he could have raised against any of the Releasees in any forum as
of the date hereof. Employee agrees that he will not encourage or cooperate with
any
other current or former employee of Employer or any potential plaintiff to
commence any legal action or make any claim against the Employer or against the
Releasees in respect of such persons employment with the Employer or otherwise.
24. Entire Agreement: Except as otherwise set forth herein, this
Agreement sets forth the entire agreement between the parties relating to the
subject matter hereof. This Agreement may not be changed orally but changed only
in a writing signed by both parties.
25. Miscellaneous:
(a) This Agreement shall be governed in all respects by laws
of the State of New Jersey.
(b) Neither the Employer nor the Employee shall issue a press
release announcing the termination of Employee's employment without the prior
approval of the other party.
(c) Employer will not interfere in any way with Employee's
ability to sell or otherwise transfer Employee's shares of Employer's stock.
(d) In the event that any one or more of the provisions of
this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions will not in any way be
affected or impaired thereby. Moreover, if any one or more of the provisions
contained in this Agreement is held to be excessively broad as to duration,
scope, activity or subject, such provisions will be construed by limiting and
reducing them so as to be enforceable to the maximum extent compatible with the
applicable law.
(e) The paragraph headings used in this Agreement are included
solely for convenience and shall not affect or be used in connection with the
interpretation of this Agreement.
IN WITNESS THEREOF, Employer and Employee have executed this Severance
Agreement and General Release on this ____ day of ______________, 2000.
CYBERSHOP INTERNATIONAL, INC.
By:_______________________________
__________________________________
XXXXXX XXXXXX
Date:_____________________________
