exv10w1



 



Exhibit 10.1



CONFIDENTIAL SEPARATION AGREEMENT

AND GENERAL RELEASE



Lawrence J. Dressel (“Employee”) and CoStar Realty Information, Inc. (together
with its predecessors, collectively “CoStar” or “Employer”) agree to terminate
their employment relationship on the following basis:


1.     Last Day of Employment. Employee and CoStar agree that Employee
shall separate his employment with CoStar effective September 22, 2003 (the
“Separation Date”). Employee will return all of CoStar’s property, including
without limitation keys, phones, computers, records, and files (electronic or
other) on the Separation Date (other than Employee’s cell phone and laptop
computer, which Employee shall be entitled to keep) and will cooperate fully
with CoStar’s managers and employees in a professional manner to assure a
smooth transition. Employee acknowledges that he shall have thirty (30) days
from the Separation Date to execute and deliver this Agreement to CoStar.


2.     Consideration. (a) In consideration for Employee’s agreement and
compliance with the commitments herein and provided that this Confidential
Separation Agreement and General Release (the “Agreement”) has not been revoked
by Employee, on or about eight (8) days after Employer receives this Agreement
signed by Employee, CoStar agrees that pursuant to Section 7(a) of the
Employment Agreement, dated August 29, 2000 (the “Employment Agreement”),
between CoStar and Employee, for a period of twelve months beginning on or
about 8 days after CoStar receives this signed Agreement from Employee, CoStar
will pay Employee’s current base salary of $10,200.96 bi-weekly in accordance
with the normal payroll practices of CoStar then in effect less all lawful
withholdings.


         (b)    In consideration for Employee’s agreement and compliance with the
commitments herein, CoStar and Employee acknowledge that Employee shall have
ninety (90) days from the Separation Date to exercise any exercisable, vested
options granted to Employee under CoStar Group, Inc.’s 1998 Stock Incentive
Plan (the “Plan”), other than as set forth below, all in accordance with the
terms of the Plan and Employee’s stock option agreements. The parties agree
that the following are Employee’s vested, exercisable options: (a) 15,000
vested options with respect to the option granted to Employee on April 17,
2001, at an exercise price of $18.06, and (b) 3,750 vested options with respect
to the option granted to Employee on June 4, 2002, at an exercise price of
$20.30. The parties agree that Employee shall not be entitled to any further
ves ting of any options after the Separation Date.


         (c)    In consideration for Employee’s agreement and commitments herein and
provided that this Agreement has not been revoked by Employee, CoStar and
Employee agree that with respect to the options granted to Employee on
September 25, 2000 with an exercise price of $33.125 (the “2000 Options”),
CoStar shall pay Employee a lump sum payment of $30,000 less all lawful
withholdings and Employee agrees that he shall not exercise any of such 2000
Options. CoStar agrees to make such lump sum payment to Employee within thirty
(30) days of receipt of this signed Agreement by Employee.


         (d)    CoStar further agrees that, in consideration for Employee’s agreement and
commitments herein and provided that this Agreement has not been revoked by
Employee,


 






 




CoStar will pay Employee for his properly accrued and unused vacation time,
less all lawful withholdings. The parties agree that Employee shall not be
entitled to accrue any vacation pay for any periods after the Separation Date.


         (e)    CoStar further agrees that, in consideration for Employee’s agreement and
commitments herein and provided that this Agreement has not been revoked by
Employee, CoStar will provide Employee with nine months of outplacement
services, provided by DBM’s Executive Program, or a comparable service, which
services shall begin on or about the eighth day after Employer receives this
Agreement signed by Employee.


         (f)    CoStar further agrees that, in consideration for Employee’s agreement and
commitments herein and provided that this Agreement has not been revoked by
Employee, from October 1, 2003 through June 30, 2004, CoStar shall make all
payments (other than $242.41 per month, which shall be Employee’s
responsibility) directly to the third party administrator on Employee’s behalf
for family health care coverage under the Consolidated Omnibus Budget
Reconciliation Act of 1985 (COBRA) if Employee elects to continue such coverage
under CoStar’s group health plan pursuant to paragraph 17 herein. Any and all
payments after June 30, 2004 related to health care coverage shall be made by
Employee. In the event that prior to June 30, 2004, Employee secures other
reasonably comparable health care benefits, Employee shall notify CoStar of
such coverage and CoStar shall have no further obligation to make any payments
discussed in this Section 2(f).


         (g)    CoStar further agrees that it shall reimburse Employee for his reasonable
and necessary business related expenses for which Employee has submitted to
CoStar a properly completed expense report.


3.     No Consideration Absent Execution of this Agreement. Employee
understands and agrees that he would not receive any monies and/or benefits
specified in Section 2 except for his execution of this Agreement and the
fulfillment of the promises contained herein.


4.     Confidentiality and Non-Solicitation. Employee agrees that the
provisions set forth in Section 9 of the Employment Agreement shall continue to
be in full force and effect and shall survive termination of Employee’s
employment with CoStar. Employee understands that CoStar’s obligations under
this Agreement remain conditioned on Employee’s satisfaction of and adherence
to the covenants and obligations set forth in Section 9 of the Employment
Agreement. Employee agrees not to disclose any term of this Agreement,
including without limitation, the fact or amount of these additional payments,
to any party including, but not limited to, any past, present or prospective
employee of CoStar or any of its affiliates, without the prior written consent
of CoStar, which may be withheld in CoStar’s sole discretion; provided,
however, that CoStar hereby gives permission to Employee to disclose the
details of this Agreement to Employee’s counsel and immediate family members.


5.     General Release. Except for any claims that Employee may have for
workers’ compensation benefits, for pension benefits, or for health care, life
or disability insurance (which are not released under this Agreement), in
consideration of the monies/benefits set forth in Section 2, Employee does
hereby unconditionally, irrevocably and absolutely release and discharge CoStar
and its affiliates and their respective current and former owners, directors,
officers, employees, agents, attorneys, affiliates, stockholders, insurers,
divisions, predecessors, successors and/or assigns and any related holding,
parent or subsidiary corporations, individually


 






 




and in corporate capacities (collectively, the “Released Parties”), from any
and all loss, liability, claims, expenses, demands, causes of action, suits,
rights and entitlements of every kind and description of any type, whether in
law and/or in equity, whether known or unknown, asserted or unasserted
(collectively, the “Claims”), related directly or indirectly or in any way
connected with any transaction, affairs or occurrences between the Employee and
any Released Party to date, including, but not limited to, any claims under the
Employment Agreement, any other agreements, with respect to Employee’s
employment with CoStar, the termination of said employment or arising out of
any acts committed or omitted during said employment relationship.


        This release includes, but is not limited to, any Claims for back pay
reinstatement, personal injuries, breach of contract (express or implied),
breach of any covenant of good faith and fair dealing (express or implied),
front pay, lost benefits, compensatory damages, punitive damages, emotional
distress and for any recovery of any losses or other damages to Employee or
Employee’s property based on any alleged violation of any of the following:



	 	•	 	The National Labor Relations Act, as amended, 29 U.S.C., 151
et seq;
	 	•	 	Title VII of the Civil Act of 1964, as amended, 42 U.S.C. Section
2000e et seq;
	 	•	 	The Employee Retirement Income Security Act of 1974, as amended, 29
U.S.C. 621 et seq;
	 	•	 	The Age Discrimination in Employment Act of 1967, as amended;
	 	•	 	The Americans With Disabilities Act of 1990, as amended, 42 U.S.C. 12101;
	 	•	 	The Occupational Safety and Health Act, as amended;
	 	•	 	The Older Worker Benefit Protection Act, 29 U.S.C. 621 et seq;
	 	•	 	The Family and Medical Leave Act of 1993, 29 U.S.C. 2601 et seq;
	 	•	 	Sections 1981 through 1988 of Title 42 of the United States Code, as amended;
	 	•	 	The Occupational Safety and Health Act of 1970, 29 U.S.C. 651 et seq;
	 	•	 	The Immigration Reform Control Act, as amended;
	 	•	 	The Maryland Fair Employment Practice Act, Maryland Code Ann., Art.
49B, § 1 et seq; and 
	 	•	 	Any other federal, state or local statutory or common law.



        Notwithstanding any other provision of this Agreement, Employee does not hereby
release or waive any obligation of CoStar or any Released Party to indemnify,
make contribution to, defend or hold harmless Employee that may exist as of and
prior to the Separation Date, including, but not limited to, any obligation
arising out of Employee’s former status as an officer, director, employee or
fiduciary of CoStar or any other Released Party. It is the intent of the
parties and of this Agreement that any existing indemnification obligations be
excluded from the claims being released by Employee.


6.     No Promises. Employee agrees that no promises, coercion,
representations or inducements have been made which caused him to sign this
Agreement other than those which are expressly set forth above and that the
terms of this Agreement are contractual and not a mere recital.


7.     Governing Law. This Agreement will be construed and interpreted in
accordance with the laws of the State of Maryland.


 






 


8.     Severability. If any provision of this Agreement, or part thereof,
is held invalid, void or voidable as against the public policy or otherwise,
that invalidity shall not affect other provisions, or parts of this Agreement.


9.     Release As Defense. The release contained herein may be pleaded as a
full and complete defense and may be used as the basis for an injunction
against any action, suit or proceeding which may be prosecuted, instituted or
attempted by either party in breach thereof.


10.     Consultation with Counsel and Consideration Period. Employee
further acknowledges that he has been advised in writing and offered the
opportunity to discuss this Agreement and its contents with his attorney.
Employee acknowledges that he has fully discussed this Agreement with his
attorney with respect to the meaning and effect of the provisions of this
Agreement, or has voluntarily chosen to sign this Agreement without consulting
his attorney, fully understanding the content, meaning and legal effect and
consequences of this Agreement. Employee acknowledges and agrees that CoStar
has given Employee at least twenty-one (21) days to review and consider this
Agreement before signing it, and Employee understands that he may use as much
of this twenty-one (21) day period as he wishes prior to signing this
Agreement. If Employee voluntarily chooses to execute this Agreement before
the end of the twenty-one (21) day period, Employee will sign the attached
“Election to Execute Prior to Expiration of Twenty-One (21) Day Consideration
Period” at the same time he executes this Agreement. Employee further
acknowledges that he is executing this Agreement voluntarily and free of any
duress or coercion.


11.     Understanding of Agreement. Employee warrants and represents to
CoStar that he has read and understands the meaning of each provision of this
Agreement and his signature below constitutes his acceptance of each term of
the Agreement.


12.     Revocation Period. Employee acknowledges that for a period of seven
(7) days after he signs this Agreement by Employee, Employee may revoke this
Agreement, and the Agreement shall not become effective or enforceable until
such revocation period has expired. If Employee elects to revoke this Agreement
within this seven-day period, Employee will so inform CoStar by delivering a
written notice of revocation to CoStar. This Agreement shall become effective
and enforceable eight (8) days after it has been signed by Employee and CoStar,
and in the event that the parties do not sign on the same date, then this
Agreement shall become effective eight (8) days after it is signed by Employee.
This Agreement shall not become effective and enforceable if Employee revokes
it within the seven (7) day revocation period by written notice to CoStar.


13.     Non-Disparagement. Employee agrees not to make and/or publish in
any manner any derogatory, adverse, false or defamatory statements, written or
verbal, regarding any of the Released Parties to anyone including, but not
limited to CoStar’s or its affiliates’ respective directors, officers,
employees, agents, vendors, existing clients, potential clients that Employee
knows that CoStar or any of its affiliates has targeted or potential
acquisition targets that Employee knows CoStar or any of its affiliates has
targeted. Employee agrees that he has not and will not engage in the following
activities: (1) incite other persons and/or entities to raise allegations of
wrongdoing against any of the Released Parties; and/or (2) publish any
representation that any of the Released Parties in any way treated him
unfairly, breached any obligation to him, or in any other manner mistreated
him. In addition, CoStar agrees that it shall not make and/or publish in any
manner any derogatory, adverse, false or defamatory statements, written or
verbal, regarding Employee, and CoStar agrees that it shall use its reasonable
efforts to


 






 




prevent its officers and directors from making and/or publishing in any manner
any derogatory, adverse, false or defamatory statements, written or verbal,
regarding Employee.


14.     Future Assistance. Employee agrees upon reasonable advance notice
to be available to respond to future inquiries or reasonable requests for
assistance from CoStar and its affiliates related to matters arising during
Employee’s employment with CoStar. CoStar agrees to reimburse Employee for his
reasonable expenses associated with such assistance.


15.     Affirmations. Employee affirms that he has not filed, caused to be
filed, or presently is a party to any claim, complaint, or action against
CoStar in any forum or form. Employee further affirms that he has been paid
and/or has received all leave (paid or unpaid), compensation, wages, bonuses,
commissions, and/or benefits to which he may be entitled and that no other
leave (paid or unpaid), compensation, wages, bonuses, commissions, benefits
and/or monies are due to him, with the exception of the consideration provided
in this Agreement. Employee furthermore affirms that he has no known workplace
injuries or occupational diseases and has been provided and/or has not been
denied any leave requested under the Family and Medical Leave Act.


16.     Nonadmission of Wrongdoing. The parties agree that neither this
Agreement nor the furnishing of the consideration for this Agreement shall be
deemed or construed at anytime for any purpose as an admission by either party
of any liability or unlawful conduct of any kind.


17.     COBRA. Employee hereby acknowledges that CoStar has advised him
that (if applicable) under the Consolidated Omnibus Budget Reconciliation Act
of 1985 (COBRA) he has a right to elect continued coverage under CoStar’s group
health plan, at his own expense (other than as set forth in Section 2(f)), for
a period of 18 months from the Separation Date. This election must be made no
later than 60 days after the notification date.


18.     Notice. Employee acknowledges that this Agreement shall constitute
written notice to Employee pursuant to Section 7(a) of the Employment
Agreement.


 






 


EMPLOYEE HEREBY IS ADVISED IN WRITING THAT EMPLOYEE HAS UP TO TWENTY-ONE (21)
DAYS TO CONSIDER THIS AGREEMENT AND TO CONSULT WITH AN ATTORNEY PRIOR TO
EXECUTION OF THIS AGREEMENT.


EMPLOYEE HEREBY AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO
THIS AGREEMENT DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE
DAY CONSIDERATION PERIOD.


HAVING ELECTED TO EXECUTE THIS AGREEMENT, TO FULFILL THE PROMISES SET FORTH
HEREIN, AND TO RECEIVE THEREBY THE SUMS SET FORTH IN PARAGRAPH “2” ABOVE,
EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS
AGREEMENT INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS HE HAS OR MIGHT
HAVE AGAINST RELEASED PARTIES, INCLUDING ALL CLAIMS UNDER THE AGE
DISCRIMINATION IN EMPLOYMENT ACT AND THE OLDER WORKERS BENEFIT PROTECTION ACT.


CoStar Realty Information, Inc. (CoStar)



	 	 	 	 	 
	/s/  Andrew Florance



By:	 	October 13, 2003



Date
	 	 
	 
	 
	/s/  Lawrence J. Dressel



Lawrence J. Dressel	 	
October 13, 2003



Date	 	 




Note: Return signed agreement to:


Lauren Fitzgerald

Human Resources

CoStar Realty Information, Inc.

2 Bethesda Metro Center, 10th Floor

Bethesda, MD 20814