Unassociated Document


    Exhibit
      10.1

     

    SEPARATION
      AND RELEASE OF CLAIMS AGREEMENT

     

    THIS
      SEPARATION AND RELEASE OF CLAIMS (“Agreement”) is made between SUZANNE VERRILL
      (“Verrill”) and BRANDPARTNERS GROUP, INC. and all of its subsidiaries and
      affiliated companies (collectively hereafter “Brand” or “the Company”) and shall
      become effective on the Effective Date as set forth herein.

     

    RECITALS

     

    WHEREAS,
      Verrill has been employed by Brand as Chief Financial Officer pursuant to an
      Employment Agreement, dated as of June 30, 2005 (the “Employment Agreement”),
      and the parties hereto desire to end that relationship, and to settle, fully,
      finally and amicably, all claims against each other, including, but not limited
      to, any claims related to the employment of Verrill and the termination of
      that
      employment and the Employment Agreement.

     

    NOW,
      THEREFORE, in order to provide said benefits and in consideration of the mutual
      promises, covenants and representations set forth below and other good and
      valuable consideration, the parties agree as follows:

     

    
      	 	
              1.

            	
              Relinquishment
                of Positions/Employment

            


    

     

    Pursuant
      to this Agreement, Verrill agrees to resign, effective as of March 1, 2007,
      her
      position as Chief Financial Officer of the Company and any other position she
      holds as an officer or employee from any subsidiary or affiliated company
      (“Resignation Date”).

     

    
      	 	
              2.

            	
              Payment
                of Good and Valuable Consideration

            


    

     

    a. On
      the
      next prescribed payment date of the Company following her Resignation Date,
      Verrill shall be paid her final paycheck in the amount of $14,296.92, which
      constitutes her regular pay as an employee through March 1, 2007. Payments
      under
      this paragraph shall be less applicable taxes.

     

    b. Pursuant
      to the terms of her Employment Agreement that is to be terminated per the terms
      of this Agreement, Verrill will receive the sum of six (6) months compensation
      as severance payments (the “Severance”). The Severance will be payable over a
      period of six (6) months in accordance with the Company’s regular payroll
      practices with applicable withholding.

     

    c. The
      Company will also pay on behalf of Verrill the cost of COBRA payments (based
      on
      the applicable percentage previously paid by Company on behalf of Verrill for
      health insurance while an employee) for a period of up to twelve (12) months
      after her Resignation Date. Verrill agrees that should she become eligible
      for
      health insurance through a new employer (“New Plan”) during the twelve (12)
      month period, that she will promptly notify the Company and the Company’s
      obligation to make COBRA payments will end with Verrill’s eligibility to
      participate under the New Plan.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    d. Verrill
      shall not be prevented from exercising any vested options granted to her
      pursuant to the Company’s stock option plans subsequent to the Resignation Date.


     

    
      	 	
              3.

            	
              Indemnification
                Against Claims

            


    

     

    Except
      in
      cases of fraud or gross negligence, Brand agrees to indemnify and hold Verrill
      harmless from any liability, claims, demands, costs, expenses and attorneys’
fees incurred by her as a result of any actions against her in the course of
      her
      employment as an executive officer to the extent other executive officers would
      be so indemnified pursuant to applicable law. 

     

    
      	 	
              4.

            	
              Non-Disclosure
                of Trade Secrets and Confidential
                Information

            


    

     

    Verrill
      understands and agrees that in the course of employment with Brand she has
      acquired confidential information and trade secrets concerning the operations
      of
      Brand and its future plans and methods of doing business, which information
      Verrill understands and agrees would be damaging to Brand if disclosed to a
      competitor or made available to any other person or corporations. Verrill
      understands and agrees that such information either has been developed by her
      or
      divulged to her in confidence, and she understands and agrees that she will
      keep
      all such information secret and confidential unless she is required to disclose
      same as a result of a lawful subpoena or court order at which time Verrill
      will
      immediately notify the Company prior to releasing any information. Furthermore,
      Verrill agrees that on or before the Effective Date of this Agreement, she
      will
      turn over to Brand all Company confidential files, records, and other documents.
      In addition, Verrill will return all property in her possession owned by
      Brand.

     

    
      	 	
              5.

            	
              Non-Solicitation

            


    

     

    Verrill
      further agrees that she will not solicit or participate or assist in any way
      in
      the solicitation of any person in management, professional or technical
      positions at Brand for employment by any other company. However, Verrill will
      not violate this provision if said employee pursues a position with Verrill’s
      future employer without any encouragement or involvement direct or indirect
      of
      Verrill.

     

    
      	 	
              6.

            	
              No
                Other Claims

            


    

     

    Verrill
      represents and warrants that she has not filed against Brand or any of its
      representatives, any claim, complaint, charge or suit, with any federal, state
      or other agency, court, board, office or other forum or entity, including
      without limitation, any application for workers compensation benefits.


     

    
      	 	
              7.

            	
              General
                Release

            


    

     

    a. As
      a
      material inducement to Brand to enter into this Agreement, Verrill, on behalf
      of
      herself and her heirs, executors, administrators, successors and assigns, does
      hereby irrevocably and unconditionally release, acquit and forever discharge
      Brand, and its divisions, subsidiaries, affiliates and all owners, stockholders,
      predecessors, successors, assigns, agents, directors, officers, employees,
      representatives, and attorneys, acting by, through, under or in concert with
      Brand or any parent, subsidiary or related entity, from any and all charges,
      complaints, grievances, claims, liabilities, obligations, promises, agreements,
      controversies, damages, actions, causes of action, suits, rights, demands,
      costs, losses, debts and expenses (including attorneys’ fees and costs actually
      incurred), of any nature whatsoever, known or unknown, suspected or unsuspected,
      joint or several, which Verrill has had or may hereafter claim to have had,
      against Brand by reason of any matter, act, omission, cause or event whatever
      from the beginning of time to the Resignation Date (“Claims”); other than those
      obligations set forth in this Agreement. 

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    This
      release and waiver of Claims specifically includes, but without limiting the
      foregoing general terms, the following: (1) all Claims arising from or
      relating in any way to any act or failure to act by any employee of Brand,
      (2) all Claims arising from or relating in any way to the employment
      relationship of Verrill with Brand and/or the termination thereof, including
      any
      claims which have been asserted or could have been asserted against Brand,
      together with (3) any and all Claims which might have been asserted by
      Verrill in any suit, claim, or charge, for or on account of any matter or things
      whatsoever that has occurred up to and including the date of this Agreement,
      under any and all laws, statutes, orders, regulations, or any other claim of
      right(s), including without limitation, Title VII of the Civil Rights Act
      of 1964, as amended, the Age Discrimination in Employment Act of 1967 (“ADEA”)
      (as set forth more fully in Section 22 of this Agreement), the Labor Code of
      the
      State of New Hampshire or any Claim in contract or tort.

     

    b. As
      a
      material inducement to Verrill to enter into this Agreement, except in cases
      of
      fraud, gross negligence or criminal actions, Brand, and its divisions,
      subsidiaries, affiliates and all predecessors, successors, assigns and agents
      do
      hereby irrevocably and unconditionally release, acquit and forever discharge
      Verrill, from any and all charges, complaints, grievances, claims, liabilities,
      obligations, promises, agreements, controversies, damages, actions, causes
      of
      action, suits, rights, demands, costs, losses, debts and expenses (including
      attorneys’ fees and costs actually incurred), of any nature whatsoever, known or
      unknown, suspected or unsuspected, joint or several, which Brand has had or
      may
      hereafter claim to have had, against Verrill by reason of any matter, act,
      omission, cause or event whatever from the beginning of time to the Resignation
      Date (“Claims”); other than those obligations set forth in this
      Agreement.

     

    
      	 	
              8.

            	
              Release
                of Unknown or Unsuspected Claims

            


    

     

    For
      the
      purpose of implementing a full and complete release and discharge of the parties
      hereto, Verrill expressly acknowledges that this Agreement, except in instances
      of fraud, gross negligence or criminal conduct, is intended to include in its
      effect, without limitation, all Claims which the parties have against one
      another but do not know or suspect to exist in their favor at the time of
      execution hereof, which if known or suspected by them would materially affect
      their decision to execute this release.

     

    
      	 	
              9.

            	
              Future
                Audits, Litigation or Anticipated
                Litigation

            


    

     

    Verrill
      agrees that she shall make herself reasonably available to the Company and
      its
      counsel to assist in, cooperate with any Audits of the Company by any taxing
      authorities as well as cooperate or otherwise testify in connection with any
      litigation where her participation or assistance is needed or required by
      law.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    
      	 	
              10.

            	
              Nondisparagement

            


    

     

    Verrill
      agrees that she will not disparage Brand, and its officers, directors or
      employees. Brand’s officers and directors agree that they will not disparage
      Verrill.

     

    
      	 	
              11.

            	
              Liquidated
                Damages and Other Relief

            


    

     

    Verrill
      agrees that Brand would be irreparably harmed by any violation of paragraphs
      4,
      5, 9 and 10 of this Agreement and that, therefore, Brand shall be entitled
      to
      liquidated damages of Fifty Thousand Dollars ($50,000.00) and to an injunction
      prohibiting her from any violation of paragraphs 4, 5 9 and 10 of this
      Agreement.

     

    Verrill
      agrees that any dispute, controversy or claim between the parties arising out
      of
      or relating to this Agreement, or any breach or asserted breach thereof, shall
      be determined and settled by arbitration in accordance with the rules for
      dispute resolution of the American Arbitration Association in effect at the
      time
      the arbitration commences. The prevailing party in such arbitration shall be
      entitled to its reasonable costs and expenses (including reasonable attorneys’
fees) in such arbitration as part of the award. Judgment on the award may be
      entered in any court having jurisdiction thereof, and the parties specifically
      reserve all rights to appeal such judgment as if it were rendered in a
      court-of-law. Notwithstanding the foregoing, in the event of any default by
      Brand in payment under this Agreement which shall remain uncured for a period
      of
      ten (10) days, on written notice of default to Brand, Verrill shall have the
      right to enforce her claims in a court of competent jurisdiction for payments
      under the Agreement giving credit to amounts previously received under the
      Agreement.

    


     

    
      	 	
              12.

            	
              Press
                Release and/or Disclosure Reports 

            


    

     

    Verrill
      recognizes that the Company is required to file a form 8-K with the United
      States Securities and Exchange Commission in connection with the cessation
      of
      her employment and consents to the filing of same. 

     

    In
      the
      event the Company deems the issuance of a press release necessary to comply
      with
      applicable securities laws, Verrill will be provided a copy of the proposed
      press release to review and to consent to.

     

    Verrill
      will not unreasonably withhold her consent to the filing or issuance of either
      the Form 8-K or Press Release. 

     

    
      	 	
              13.

            	
              Binding
                Agreement

            


    

     

    This
      Agreement shall be binding upon Verrill and Brand and their respective heirs,
      administrators, representatives, executors, successors and assigns and shall
      inure to the benefit of the parties hereto and their representatives, and each
      of them, and to their heirs, administrators, representatives, executors,
      successors and assigns.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    
      	 	
              14.

            	
              Attorney’s
                Fees

            


    

     

    Each
      party hereto will bear its own costs and attorneys’ fees incurred in achieving
      the settlement and release of this matter. If a party commences an action
      against the other to enforce or interpret the terms of this Agreement, or to
      obtain a declaration of rights under this Agreement, the prevailing party shall
      be entitled to all reasonable attorneys’ fees, costs and expenses incurred in
      such action or any appeal or enforcement of such action.

     

    
      	 	
              15.

            	
              Non-Reliance

            


    

     

    Other
      than as expressly set forth in this Agreement, Verrill and Brand represent
      and
      acknowledge that in executing this Agreement they did not rely upon and they
      have not relied upon any representation nor statement made by any of the parties
      hereto or by any of their agents, representatives or attorneys with regard
      to
      the subject matter, basis or effect of this Agreement or otherwise.

     

    
      	 	
              16.

            	
              Agreement
                Obligates, Extends and Inures

            


    

     

    The
      provisions of this Agreement shall be deemed to obligate, extend and inure
      to
      the benefit of the legal successors, assigns, transferees, grantees, heirs,
      shareholders, officers and directors of each signatory party hereto, and to
      those who may assume any or all of the above-described capacities subsequent
      to
      the execution and Resignation Date of this Agreement.

     

    
      	 	
              17.

            	
              Non-Admission
                of Liability

            


    

     

    This
      Agreement shall not in any way be construed as an admission by Brand that it
      has
      acted in any manner in violation of the common law or in violation of any
      federal, state or local statute or regulation.

     

    
      	 	
              18.

            	
              Method
                of Execution

            


    

     

    This
      Agreement may be executed in counterparts and each counterpart shall be deemed
      a
      duplicate original.

     

    
      	 	
              19.

            	
              Applicable
                Law

            


    

     

    This
      Agreement is deemed to have been made and entered into in the State of New
      Hampshire and shall in all respects be interpreted, enforced and governed under
      the laws of said State. The language of all parts of this Agreement shall in
      all
      causes be construed as a whole, according to its fair meaning, and not strictly
      for or against any of the parties. It is agreed that Brand has the option to
      commence any proceeding in the state of New Hampshire or any other jurisdiction
      in which Verrill resides.

     

    
      	 	
              20.

            	
              Severability

            


    

     

    The
      provisions of this Agreement are severable, and should any provision of this
      Agreement be declared or be determined by any arbitrator or court to be illegal
      or invalid, any such provision shall be stricken, and the validity of the
      remaining parts, terms or provisions shall not be affected.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    
      	 	
              21.

            	
              Entire
                Agreement

            


    

     

    This
      Agreement sets forth the entire agreement between the parties and fully
      supersedes any and all prior agreements or understandings between the parties
      pertaining to the same subject matter, further, this Agreement may not be
      changed except by explicit written agreement by the parties hereto.

     

    22. Older
      Worker Benefits Protection Act

     

    As
      set
      forth in Section 7 of this Agreement, Verrill further acknowledges that she
      is
      waiving and releasing any rights she may have under the Age Discrimination
      in
      Employment Act of 1967 (“ADEA”) and that this waiver and release is knowing and
      voluntary. Verrill agrees that this waiver and release does not apply to any
      rights or claims that may arise under the ADEA after the Effective Date of
      this
      Agreement. Verrill acknowledges that the consideration given for this waiver
      and
      release Agreement is in addition to anything of value to which Verrill was
      already entitled. Verrill further acknowledges that she has been advised by
      this
      writing that: (a) she should consult with an attorney prior
      to
      executing this Agreement; (b) she has twenty-one (21) days within which to
      consider this Agreement; (c) she has seven (7) days following the execution
      of
      this Agreement by the parties to revoke the Agreement; (d) this Agreement shall
      not be effective until after the revocation period has expired; and (e) nothing
      in this Agreement prevents or precludes Verrill from challenging or seeking
      a
      determination in good faith of the validity of this waiver under the ADEA,
      nor
      does it impose any condition precedent, penalties or costs for doing so, unless
      specifically authorized by federal law. In the event Verrill signs this
      Agreement and returns it to the Company in less than the 21-day period
      identified above, Verrill hereby acknowledges that she has freely and
      voluntarily chosen to waive the time period allotted for considering this
      Agreement. 

     

    VERRILL
      STATES THAT SHE HAS CAREFULLY READ THE FOREGOING AGREEMENT, HAS BEEN ENCOURAGED
      TO AND HAS HAD THE OPPORTUNITY TO CONSULT WITH HER OWN INDEPENDENT ATTORNEY,
      KNOWS AND UNDERSTANDS ITS CONTENTS, AND VOLUNTARILY EXECUTES THIS
      AGREEMENT.

     

    SIGNATURES

     

    
      	
              Date: 
                _____________________________ 

            	
              ___________________________

              Suzanne
                Verrill

            
	
               

              Date:
                _____________________________

            	
               

              BrandPartners
                Group, Inc

               

              ___________________________

              James
                F. Brooks

              Chief
                Executive Officer and President 

            


    

    


    
      
         

      

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