GENERAL RELEASE
This General Release (the 'Agreement') confirms the following understandings and
agreements between CYBERSHOP.COM, INC. ('Employer'), and JEFFRFEY LEIST
('Employee') concerning Employee's employment and termination thereof.
1. Employment Status:
Employee's employment shall be governed by the terms of a
letter dated February 14, 2000 ('Letter Agreement') which is attached hereto as
Exhibit A.
2. (a) Full Release: In consideration of the benefits and compensation
provided in the Letter Agreement, 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.
3. 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 the Letter Agreement, in
addition to its other remedies in law and equity.
4. 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.
5. 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.
6. 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.
7. Return of Property: 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.
8. 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.
9. Employment Agreement is Terminated:With the exception of paragraphs
9 and 10 of your employment agreement (the 'Employment Agreement') dated
February 7, 1999, which shall remain in full force and effect and is hereby
affirmed and ratified, the Employment Agreement and will be terminated as of the
Termination Date.
10. 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.
11. Entire Agreement: Except as otherwise set forth herein, this
Agreement including Exhibit A, 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.
12. Miscellaneous:
(a) This Agreement shall be governed in all respects by laws
of the State of New Jersey.
(b) 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.
IN WITNESS THEREOF, Employer and Employee have executed this
General Release on this ____ day of ______________, 2000.
CYBERSHOP.COM, INC.
By:_____________________________
________________________________
JEFFREY LEIST
Date:___________________________
General Release - CyberShop.com Inc. and Jeffrey Leist
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