{"id":38647,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/confidential-separation-agreement-and-general-release.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"confidential-separation-agreement-and-general-release","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/confidential-separation-agreement-and-general-release.html","title":{"rendered":"Confidential Separation Agreement and General Release &#8211; Interactive Imaginations Inc. and Michael P. Paolucci"},"content":{"rendered":"<pre>\n                        CONFIDENTIAL SEPARATION AGREEMENT\n                               AND GENERAL RELEASE\n\n     This Confidential Separation Agreement and General Release ('Agreement') is\nmade and entered into by and between Michael P. Paolucci on behalf of himself\nand his agents, heirs, executors, assigns and any other person or entity acting\nwith him or on his behalf ('Paolucci'), on the one hand, and Interactive\nImaginations, Inc. on behalf of itself, its present and former principals,\nowners, agents, officers, employees, directors, subsidiaries, affiliated\ndivisions and companies, parent companies, successors and assigns\n('Interactive'), on the other hand. It is made pursuant to the following terms\nand conditions.\n\n     Effective at the close of business (Eastern Standard Time) on February 24,\n1998, Paolucci's employment with Interactive shall have ceased and all\nagreements regarding the employment of Paolucci as an executive of Interactive\nare terminated, except as otherwise set forth herein. Paolucci continues to\nserve as a Director of Interactive.\n\n     1. Pending and Future Legal or Administrative Actions - Covenant Not to\nSue.\n\n          Paolucci shall neither assist, participate or be represented in, nor\ninstitute, submit or file, or permit to be instituted, submitted or filed on his\nbehalf, any lawsuit, charge, claim, complaint, or other proceeding, by Paolucci\nor on his behalf with any administrative agency, court or other forum, under any\nfederal, state or local laws or regulations including, but not limited to, (a)\nunder the Fair Labor Standards Act; the Employee Retirement Income Security Act\nof 1974; Title VII of the Civil Rights Act of 1964; the Civil Rights Act of\n1991; the Agent Discrimination in Employment Act of 1967 as amended by the Older\nWorkers Benefit Protection Act; the Equal Pay Act of 1963; the Consolidated\nOmnibus Budget Reconciliation Act of 1985; or any other federal, state, or local\ninsurance, human rights, civil rights, wage-hour, pension, or labor laws, rules\nand\/or regulations, public policy, contract or tort laws, or (b) any claim of\nretaliation under such laws, or (c) any claim arising under common law,\nincluding, but not limited to, causes of action for wrongful termination,\ntortious wrongful termination in violation of public policy; discrimination or\nharassment on the basis of age, sex, race, or national origin; intentional\ninfliction of emotional distress; negligent infliction of emotional distress;\nfraudulent misrepresentation; negligent misrepresentation; fraud; conspiracy to\ncommit any act mentioned herein; breach of contract (whether express or implied,\noral or written); breach of the implied covenant of good faith and fair dealing;\ninterference with business advantage; defamation; interference with prospective\neconomic advantage; interference with contractual relationship; violation of any\nnational, state or local statute, law, or ordinance, or (d) any other action\nwhether cognizable in law or in equity, against Interactive based upon any\nconduct up to and including the date of this Confidential Separation Agreement\nand shall not, from any source or proceeding, seek or accept any award or\nsettlement therefrom. The provisions of this Section 1 shall not apply to any\nobligations of Interactive pursuant to this Agreement.\n\n\n                                        1\n\n\n\n\n     2. Releases of Claims; Continuing Indemnification.\n\n          2.1 Paolucci Release. It is understood and agreed by and between each\nof the parties to this Agreement that in consideration for Interactive's promise\nto pay to Paolucci the sums and benefits set forth in Paragraph 3 of this\nAgreement, and Interactive's release of Paolucci contained in Section 2.2 of\nthis Agreement, and the other promises contained herein and other good and\nvaluable consideration the receipt of which is hereby acknowledged, Paolucci\ncompletely releases and forever discharges Interactive and any present or former\nofficers, agents, employees, subsidiaries, affiliated companies, parent\ncompanies, successors and assigns of Interactive from all causes of action,\nclaims, judgments, obligations, damages, or liabilities of whatever kind and\ncharacter, including, but not limited to, those arising under the Fair Labor\nStandards Act; the Employee Retirement Income Security Act of 1974; Title VII of\nthe Civil Rights Act of 1964; the Civil Rights Act of 1991; the Age\nDiscrimination in Employment Act of 1967; the Equal Pay Act of 1963; the\nConsolidated Omnibus Budget Reconciliation Act of 1985; or any other federal,\nstate, or local insurance, human rights, civil rights, wage-hour, pension, or\nlabor laws, rules and\/or regulations, public policy, contract or tort laws, or\nany claim of retaliation under such laws, or any claim arising under common law,\nincluding but not limited to, causes of action for wrongful termination;\ntortious wrongful termination in violation of public policy; discrimination or\nharassment on the basis of age, sex, race, or national origin; intentional\ninfliction of emotional distress; negligent infliction of emotional distress;\nfraudulent misrepresentation; negligent misrepresentation; fraud; conspiracy to\ncommit any act mentioned herein; breach of contract (whether express or implied,\noral or written); breach of the implied covenant of good faith and fair dealing;\ninterference with business advantage; defamation; interference with prospective\neconomic advantage; interference with contractual relationship; violation of any\nnational, state or local statute, law, or ordinance; or any other action whether\ncognizable in law or in equity, and agrees that he will not, from any source or\nproceeding, seek or accept any award or settlement therefrom. The provisions of\nthis Section 2.1 shall not apply to any obligations of Interactive pursuant to\nthis Agreement.\n\n          2.2 Interactive Release. It is understood and agreed by and between\neach of the parties to this Agreement that in consideration of Paolucci's\nrelease contained in Section 2.1 hereof and the other promises contained herein\nand other good and valuable consideration the receipt of which is hereby\nacknowledged, Interactive completely releases and forever discharges Paolucci\nand his heirs, personal representatives, successors and assigns from all causes\nof action, claims, judgments, obligations, damages, or liabilities of whatever\nkind and character which relate to Paolucci's employment with Interactive or the\ncessation of such employment or to his acting as an officer or Director of\nInteractive or any of its affiliates, including, without limitation, any and all\ntax claims, expense account claims and any other claims related to any conduct\ntaken or not taken by Paolucci on behalf of, or in his official capacities for\nthe Company prior to the date of this Agreement. The provisions of this Section\n2.2 shall not apply to any obligations of Paolucci pursuant to this Agreement,\nnor to any claims arising from Paolucci's willful misconduct in his official\ncapacities for the Company prior to the date of this Agreement.\n\n          2.3 Notwithstanding any other provision hereof, the Company hereby\nconfirms that it agrees to maintain and continue in place all indemnification\nobligations, and any agreements entered into by the Company for the provision\ntherefor, provided for Paolucci in the Company's\n\n\n                                        2\n\n\n\n\nCertificate of Incorporation and By-Laws, each as amended, and any and all\nindemnification agreements executed by and between the Company and Paolucci. In\nconnection herewith, Interactive shall maintain officers' and directors'\nliability insurance covering Paolucci for the period that he served as an\nofficer and director of Interactive, in an amount equal to that in effect on the\ndate hereof.\n\n          2.4 Now and in the future, upon reasonable notice, as necessary or\nreasonably requested by Interactive, Paolucci agrees to: (i) provide\ncooperation, including, but not limited to, his appearance at interviews and\/or\ndepositions, in all regulatory and litigation matters relating to his reasonable\nemployment, or area of responsibility at Interactive, whether or not such\nmatters have already been commenced and through the conclusion of such matters\nor proceedings, and (ii) to provide Interactive's counsel with all documents in\nhis possession or control relating to such regulatory or litigation matters,\nprovided, however, that Interactive will reimburse Paolucci for all reasonable\ntravel expenses, including lodging and meals. Performance under this Section 2.4\nshall not be a condition to the performance of any obligation of Interactive\nhereunder.\n\n     3. Settlement Sums and Other Consideration\n\n          3.1 Pursuant to the other terms and conditions contained in this\nAgreement, Interactive will issue to Paolucci a Common Stock Purchase Warrant,\nsubstantially in the form of Exhibit A attached hereto (the 'Warrant'), which\nWarrant shall entitle Paolucci to purchase up to two million five hundred\nthousand (2,500,000) shares of Interactive's Common Stock, par value $.01 per\nshare, at an exercise price equal to $0.952 per share.\n\n          3.2 Paolucci acknowledges that he has received notification of his\nCOBRA continuation rights as of the date hereof. As further consideration for\nthis Agreement, Interactive shall continue to pay for one year of health benefit\ncontinuation coverage under Interactive's group policy through February, 1999.\nPaolucci understands that Interactive's payment of these premiums will not\nelongate Paolucci's 18 month COBRA continuation period.\n\n          3.3 Paolucci acknowledges and understand that, in connection with the\nexecution of this Agreement, the option to purchase 250,000 shares of\nInteractive's Common Stock granted (subject to shareholder approval of\nincreasing the number of shares available under the Amended and Restated 1995\nEmployee Stock Option Plan) by Interactive's Stock Option Committee as of\nNovember 1, 1997 shall be cancelled in its entirety, whether or not any portion\nthereof is vested, and Paolucci shall not be entitled to purchase any common\nshares of Interactive pursuant to the option referred to in this Section 3.3.\n\n          3.4 Interactive acknowledges that Paolucci cuurently holds an option\n(which is fully vested in Paolucci) to purchase 52,000 shares of Interactive's\nCommon Stock, at an exercise price of $0.43 per share (the 'Vested Option'), and\nagrees in connection herewith to extend the expiration date of such option\n(originally January 31, 2000) by five years such that Paolucci's Vested Option\nshall remain exercisable in full until it expires on January 31, 2005.\n\n\n                                        3\n\n\n\n\n     4. Denial of Liability.\n\n          Each party expressly recognizes that the making of this Agreement does\nnot in any way constitute an admission or concession of wrongdoing on the part\nof the other party.\n\n     5. Confidentiality and Non-Disclosure\n\n          5.1 Except as noted elsewhere in Paragraph 5 of this Agreement, the\nparties shall keep the terms and conditions of this Agreement completely and\nstrictly confidential. Neither the terms nor conditions of this Agreement nor\nthe fact of its existence shall be disclosed to any person or body.\n\n          5.2 The only exceptions to Paragraph 5.1 are as follows:\n\n               5.2.1 If the terms or conditions of this Agreement must be\ndisclosed as required by law, regulation or stock exchange rules, or upon order\nof any court of competent jurisdiction in any action in which Paolucci or\nInteractive are parties, or Paolucci is subpoenaed as a witness, to agencies,\nindividuals, or entities, including but not limited to state or federal\nemployment or taxing entities; or\n\n               5.2.2 If the terms or conditions must be disclosed to Paolucci's\ntax, legal or financial advisors, on the further condition that Paolucci advise\nsuch individuals in advance of disclosure that the terms and conditions of the\nAgreement are strictly confidential; or\n\n               5.2.3 If the terms or conditions of this Agreement must be\ndisclosed in order to remedy a breach of any term or condition herein.\n\n          5.3 If disclosure is to be made pursuant to Paragraph 5.2.1, the party\nor the party's representative making the disclosure shall immediately, but in no\nevent more than five (5) business days from receipt of a request or order for\nsuch disclosure, and prior to any such disclosure, notify the other party and\nshall not produce or otherwise disclose the existence or terms of this Agreement\nunless and until the nondisclosing party has given written permission to do so,\nor the nondisclosing party has had an opportunity to seek appropriate relief\nfrom a court or tribunal of competent jurisdiction.\n\n          5.4 The parties agree that Interactive shall be permitted to disclose\nthe terms of the Agreement to its directors, officers, attorneys, accountants or\nas otherwise expressly required or compelled by law, regulation or stock\nexchange rules.\n\n          5.5 Neither Paolucci nor the officers or members of the Board of\nDirectors of Interactive shall speak disparagingly of the other regarding\nPaolucci's directorship, employment or cessation of employment with Interactive\nor, on the other hand, regarding the business or operations of Interactive or\nany of its affiliates.\n\n\n                                        4\n\n\n\n\n          5.6 Performance under this Section 5 shall not be a condition to the\nperformance of any obligation of Interactive hereunder.\n\n     6. Severability.\n\n          If any provision of this Agreement is declared illegal or\nunenforceable by any arbitrator or by any court of competent jurisdiction and\ncannot be modified to be enforceable (the parties hereby agreeing that such\nmodification shall be made without further action on the part of the parties),\nthat provision will immediately become null and void, leaving the remainder of\nthis Agreement in full force and effect.\n\n     7. Construction.\n\n          Each party and counsel for each party have reviewed this Agreement\n(and Paolucci hereby acknowledges that Interactive advised him to consult with\nan attorney regarding this Agreement). This Agreement is entered into in the\nState of New York and shall be construed and interpreted in accordance with its\nlaws.\n\n     8. Integration.\n\n          This Agreement represents the complete understanding between the\nparties. No other promises or agreements shall be binding or shall modify this\nAgreement unless signed by the parties hereto, provided, however, that the\nparties agree that Section 5 of the Employment Agreement dated as of January 1,\n1995 between Interactive and Paolucci which by its terms survives the\ntermination of Paolucci's employment shall continue in full force and effect and\nbe binding on the parties.\n\n     9. Acceptance and Revocation.\n\n          Paolucci understands that he has the right to consider the terms and\nconditions of this Agreement for a period of twenty-one (21) days. Paolucci\nfurther understands that he may revoke this Agreement within seven (7) days of\nsigning it. Paolucci further represents that he has been given all satisfactory\nperiods within which to consider the release of claims contained herein prior to\nsigning this Agreement. To revoke this Agreement, Paolucci must send a written\nletter to: David J. Moore, Interactive Imaginations, Inc., 915 Broadway, Suite\n1608, New York, New York 10010, stating, 'I hereby revoke my acceptance of our\nConfidential Separation Agreement and General Release.' If Paolucci revokes this\nAgreement, he will not be entitled to receive the severance payment, the\ncontinuation of medical benefits, or any other consideration described in\nparagraph 3 above. Paolucci represents that Interactive has advised him of his\nright to consult with an attorney regarding this Agreement.\n\n\n                                        5\n\n\n\n\n     10. THE SIGNATORIES HAVE CAREFULLY READ THIS ENTIRE AGREEMENT AND RELEASE.\nITS CONTENTS HAVE BEEN FULLY EXPLAINED TO THEM BY THEIR ATTORNEYS. THE\nSIGNATORIES FULLY UNDERSTAND THE FINAL AND BINDING EFFECT OF THIS AGREEMENT. THE\nONLY PROMISES OR REPRESENTATIONS MADE TO ANY SIGNATORY ABOUT THIS AGREEMENT, AND\nTO SIGN THE AGREEMENT, ARE CONTAINED IN THIS AGREEMENT. THE SIGNATORIES ARE\nSIGNING THIS AGREEMENT VOLUNTARILY.\n\n\nDated: as of February 24, 1998               \/s\/ Michael P. Paolucci\n                                             -----------------------------------\n                                             Michael P. Paolucci\n\n\n\n                                             INTERACTIVE IMAGINATIONS, INC.\n\n\nDated: as of February 24, 1998               By: \/s\/ David J. Moore\n                                                 -------------------------------\n                                             Name: David J. Moore\n                                             Title: Chief Executive Officer\n\n\n                                        6\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6536],"corporate_contracts_industries":[9503],"corporate_contracts_types":[9539,9551],"class_list":["post-38647","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-247-media-inc","corporate_contracts_industries-services__advertising","corporate_contracts_types-compensation","corporate_contracts_types-compensation__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38647","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38647"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38647"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38647"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38647"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}