Exhibit 10.1
October 28, 2004
Mr. Edward DeArias
40 Widow Rites Lane
Sudbury, MA 01776
RE: SEPARATION AGREEMENT AND RELEASE
Dear Ed:
This letter agreement will confirm our mutual understanding with
respect to the arrangements we have made in connection with the termination of
your position as an officer of Lightbridge, Inc. ("Lightbridge" or the
"Company") and the termination of your employment.
1. TERMINATION AS OFFICER; TERMINATION OF EMPLOYMENT.
You hereby agree to terminate your position as an officer of the
Company effective October 31, 2004. Your status as an employee and all employee
benefits will also be terminated effective October 31, 2004.
2. TRANSITION PERIOD.
You will continue to perform in a professional manner your current
duties through the date of termination of your employment.
3. SALARY CONTINUATION PERIOD.
Provided that you remain an employee in good standing through the date
of termination of your employment, you will receive (i) your current base salary
for a period of four weeks beyond the date of termination of your employment,
and (ii) thereafter, if you sign and return a copy of this letter agreement to
the Company on or before November 17, 2004, your current base salary through
October 31, 2005; provided, however, that if you commence employment with a new
employer during the salary continuation period in this clause (ii), then the
income generated by such employment or shall be deducted from the salary
continuation payments during such salary continuation period. The payments
pursuant to clause (ii) above shall become effective only upon the expiration of
the seven-day period immediately following your indication of acceptance of the
terms of this letter agreement as specified below. All payments will continue to
be paid on the normal payroll cycle (less required withholdings and deductions
for taxes). You agree that you will promptly notify the Company if you commence
new employment at any time prior to October 31, 2005. You agree that the
payments described in this letter agreement are
above and beyond and in full satisfaction of any payments or compensation
otherwise owed to you under the terms of your employment with Lightbridge or as
required by law.
4. ACCRUED PAID VACATION AND TIME OFF.
All accrued but unused vacation time or paid time off earned through
October 31, 2004 will be paid on that date.
5. VOICEMAIL, COMPUTER, AND RETURN OF COMPANY PROPERTY.
Use of voicemail will be provided through December 31, 2004, and
network access will also be provided through the date of termination of your
employment. You will return all property, equipment, materials and confidential
information of the Company to the Company by October 31, 2004.
6. COBRA GROUP INSURANCE COVERAGE.
After October 31, 2004, you and your family members will be eligible to
continue your group health insurance coverage in accordance with the federal
COBRA law. If you or any of your family members elect to continue this coverage,
you and the Company will continue to pay the same share of the monthly premium
(subject to any applicable carrier or Company rate adjustments) as if you were
still employed throughout the salary continuation period. After such salary
continuation period ends, if you or any of your family members elect to continue
COBRA coverage, you will be responsible for all of the premium payments.
Information about your rights under COBRA and forms for electing COBRA
continuation coverage will be provided to you via a home mailing from Ceridian
Benefit Services.
7. OUTPLACEMENT ASSISTANCE.
To assist you in regard to outplacement, the Company will pay up to
$10,000.00 for outplacement services which are provided to you by a
Company-approved agency prior to the earlier of March 31, 2005 or the date you
commence new employment. Appropriate invoices for outplacement services should
be submitted promptly to the Company.
8. CONFIDENTIAL INFORMATION.
You understand and agree that the Company's confidential information
belongs exclusively to the Company, and that the confidential information of the
Company's customers or of other organizations with which the Company does
business remains their exclusive property. You agree that you will not use or
disclose any such confidential information, whether for your benefit or for the
benefit of another, and that you will hold and treat such information as
confidential information, unless you have specific prior written authorization
from the Company to disclose it. Incorporated herein is a confidentiality and
non-competition agreement that was signed by you on or about December 2, 2002
and which remains in effect according to its terms.
9. NON-DISPARAGEMENT.
You agree that you will not make any disparaging statements about the
Company or any of its subsidiaries, affiliates, officers, directors or
employees, or its business or prospects.
10. RELEASE AND WAIVER.
In exchange for the consideration from Lightbridge described in
Paragraphs 3,6 and 7, the sufficiency of which is hereby acknowledged, you, on
your own behalf and on behalf of your heirs, personal representatives, and
assigns, hereby voluntarily and irrevocably release, acquit and forever
discharge Lightbridge, and all of Lightbridge's affiliated and related entities
and their respective officers, directors, agents, representatives, attorneys,
servants, employees, predecessors, successors, and assigns (hereinafter the
"Releasees"), from any and all claims, demands, liabilities, debts, judgments,
damages, expenses (including attorneys' fees and costs), actions, causes of
action or suits of any kind whatsoever which you, your heirs, personal
representatives and assigns, and each of them, may have had or may now have,
whether known or unknown, including, but not limited to, common law claims,
statutory claims, claims for wages, commissions, bonuses or earnings or
benefits, claims for overtime, claims or causes of action under the Civil Rights
Act, the Employee Retirement Income Security Act, the Fair Labor Standards Act,
the Worker Adjustment and Retraining Notification Act (29 U.S.C. Section 2101 et
seq.), the Americans with Disabilities Act, the Older Workers Benefit Protection
Act, the Family and Medical Leave Act, the Age Discrimination in Employment Act,
the Equal Pay Act, the Massachusetts Fair Employment Practices Act, M.G.L.
c.151B, ss.l et seq. tort law, contract law, law of wrongful discharge,
discrimination, harassment, fraud, misrepresentation, defamation, libel,
emotional distress, breach of the implied covenant of good faith and fair
dealing, any other federal, state or municipal statute or ordinance, and claims
or causes of action under any other theory, which arise out of or are related in
any way, directly or indirectly, to your employment by Lightbridge or the
termination of such employment. You acknowledge that through this Letter
Agreement you are receiving consideration from Lightbridge beyond that to which
you would otherwise be entitled.
You further agree that you will not bring any lawsuits, file any
charges or complaints, or make any other demands against Lightbridge, or further
pursue any lawsuits, cases or complaints already brought, based on your
employment by Lightbridge. You further represent that you have no current or
pending actions, charges, lawsuits, or complaints against Lightbridge. You
acknowledge and understand that the consideration provided for in this letter
agreement constitutes a full, fair and complete payment for the release and
waiver of all of your possible claims. You acknowledge and understand that
Lightbridge does not owe you anything for your employment in addition to the
consideration set forth in this letter agreement.
THIS MEANS YOU MAY NOT SUE LIGHTBRIDGE FOR ANY CURRENT OR PRIOR CLAIMS
ARISING OUT OF YOUR EMPLOYMENT WITH OR TERMINATION FROM LIGHTBRIDGE.
11. COMPLIANCE.
All payments to be made to you in accordance with the terms of this
letter agreement, and the performance by the Company of its other obligations
hereunder, shall be conditioned on your compliance with your obligations
hereunder.
12. GOVERNING LAW.
This letter agreement shall be governed by the substantive laws of The
Commonwealth of Massachusetts.
13. CHALLENGE TO VALIDITY OF LETTER AGREEMENT.
Lightbridge and you shall never bring a proceeding to challenge the
validity of this letter agreement. If you do, you will first be required to pay
back to Lightbridge any monies received from Lightbridge under paragraph 3 of
this letter agreement.
14. ENFORCEMENT.
In the event that you violate any of the terms of paragraphs 5, 8 or 9
of this letter agreement or the Company determines that you have breached your
fiduciary duty to the Company, then any remaining salary payments described in
paragraph 3 shall cease. In the event that you violate paragraphs 5, 8 or 9, in
addition to any money damages that Lightbridge may be owed, Lightbridge shall
also be entitled to seek and obtain an order enjoining any future violations.
15. CONSIDERATION PERIOD.
In signing this letter agreement, you acknowledge that you understand
its provisions, that your agreement is knowing and voluntary, that you have been
afforded a full and reasonable opportunity of at least 21 days to consider its
terms and to consult with or seek advice from an attorney or any other person of
your choosing, and that you have been advised by the Company to consult with an
attorney prior to executing this letter agreement and the release and waiver of
claims in paragraph 10.
16. REVOCATION PERIOD.
For a period of seven (7) days following your execution of this letter
agreement and release, you may revoke your agreement, and this letter agreement
and release shall not become effective or enforceable until this seven (7) day
revocation period has expired. No payments or benefits under this letter
agreement will be made or provided until after this seven-day period has expired
without your revoking your agreement. You understand and acknowledge that the
terms of your employment and the Company's usual severance policies or practices
would have provided you less severance pay and benefits than those provided to
you under this letter agreement.
17. ENTIRE AGREEMENT; SEVERABILITY; BINDING EFFECT.
This letter agreement and the agreement referenced in paragraph 8
contain the entire agreement between you and the Company (and supersede any
prior communications, written or oral) with respect to your employment by the
Company and the termination of such employment, and with respect to all matters
pertaining thereto. Should any provision of this letter agreement be declared or
be determined by any court of competent jurisdiction to be illegal or invalid,
the validity of the remaining parts, terms, or provisions shall not be affected
thereby and such illegal and invalid part, term or provision shall be deemed not
to be a part of this letter agreement. This letter agreement shall be binding on
the parties hereto and their respective successors and assigns.
18. STOCK OPTIONS.
You are currently the holder of certain options to purchase shares of
the Company's common stock, $.01 par value per share. The Company agrees that,
notwithstanding the terms of the option agreements and related plans, such
options shall remain exercisable in accordance with their terms until January
29, 2005. You understand that, as a result of the foregoing agreements, your
options will no longer qualify for incentive stock option treatment under the
Internal Revenue Code.
If you agree to the foregoing, would you kindly sign and return the
enclosed copy of this letter agreement, whereupon this letter agreement and such
copy will constitute a binding agreement between you and the Company on the
basis set forth above.
Very truly yours,
Robert Donahue
President and CEO
AGREED: /s/ Edward DeArias November 8, 2004
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Edward DeArias Date signed