Exhibit 10.2


 





SEPARATION & RELEASE AGREEMENT


 


This Separation and
Release Agreement (“Agreement”) is between HealthWarehouse.com Inc., and any affiliate or successor thereto
(collectively, the “Company”) and Jeffrey Holtmeier (“Employee”).


 


WHEREAS, Employee has
ceased his employment with the Company effective at the close of business on January 16, 2017 (the “Termination Date”);
and


 


WHEREAS, Employee is
currently party to an Employment Agreement between the Company and Employee dated November 4, 2016 (“Employment Agreement”);
and


 


WHEREAS, Employee and
the Company (the “Parties”) now desire to enter into this Agreement to set forth terms and conditions related
to Employee’s resignation, and certain matters pertaining to the Employment Agreement.


 


NOW THEREFORE, in consideration
of the mutual promises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereby agree as follows:


 





		1.	Employee will be paid his current salary for the period up to and including the day which is thirty
days after the Termination Date, at the rate in effect as of the Termination Date. In addition, the Company will pay to Employee
an annual bonus for the 2016 year of Forty-Three Thousand Seven Hundred Fifty Dollars ($43,750). The salary (less appropriate withholding
for benefits, taxes and any other required withholdings) will be made in accordance with normal Company payroll timing and practices.
The Bonus (less appropriate withholding for benefits, taxes and any other required withholdings) of Forty-Three Thousand Seven
Hundred Fifty Dollars ($43,750) will be paid and in 10 equal monthly payments, beginning February 1, 2017.



 


		2.	The Company will reimburse incurred expenses in the amount of Sixty-Six Thousand Seven Hundred
Forty-Four Dollars and Seventy-Eight Cents ($66,949.78), upon submission of proper documentation from Employee. Such sum will be
paid in 10 equal monthly payments, beginning February 1, 2017.



 


		3.	Effective as of the Termination Date, Employee resigns from the Board of Directors of the Company,
and from all officer and director positions of the Company’s subsidiaries.



 


		4.	The Employment Agreement is terminated and of no further force and effect, effective on the Termination
Date, except for those provisions of the Employment Agreement which are expressly intended to survive termination (including but
not limited to the grant and vesting of any options under the Employment Agreement prior to the Termination Date), which shall
continue to be in effect for the time periods specified therein.



 


		5.	The Company shall continue to indemnify, defend and hold harmless Employee against any and all
losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable
attorneys’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing)
arising out of or relating to any threatened or actual action based in whole or in part on or arising out of or relating in whole
or in part to the fact that such person is or was a director or officer of the Company whether pertaining to any matter existing
or occurring at or prior to the Termination Date and whether asserted or claimed prior to, or at or after, the Termination Date
but only to the extent the Company would have been required to do so as of the Termination Date, in each case to the full extent
the Company is permitted under law to indemnify its own directors or officers.



 






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		6.	Employee acknowledges and agrees that he is entitled to no salary, wages, commissions, options,
benefits, insurance or other compensation from the Company, except as specifically set forth herein.



 


		7.	Employee will continue to cooperate with the Company, at Company’s expense, in the Company’s
advancement of all claims (including litigation) in connection with the settlement of certain Company payables and the issuance
of shares of Company stock.



 


		8.	In consideration of his receipt of the consideration described above, Employee hereby fully, finally,
completely and generally releases the Company, its affiliates, and their respective subsidiaries, affiliates, officers, directors,
employees, owners, members, shareholders, agents and representatives (the “Releasees”), from any and all claims, actions,
demands, and/or causes of action, whether known or unknown, of whatever kind or character which transpired prior to the execution
of this Agreement, including, without limitation: any claim under State or federal law which provides civil remedies for the enforcement
of rights arising out of the employment relationship, including, without limitation, discrimination claims such as claims or causes
of action under the Kentucky Civil Rights Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000 et.
seq.; The Civil Rights Act of 1866, as amended, 42 U.S.C. § 1981; The Civil Rights Act of 1991, as amended, 42 U.S.C. §
1981a; Americans With Disabilities Act, as amended, 42 U.S.C. § 12101 et. seq.; Fair Labor Standards Act, as amended, 29 U.S.C.
§ 201, et. seq.; Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1000 et. seq.; Family and Medical Leave
Act, as amended, 29 U.S.C. § 2601, et. seq.; as well as any and all claims for unpaid or withheld wages, relocation allowances
or benefits, other benefits, commissions, stock options, bonuses or profit-sharing, wrongful discharge, breach of contract, breach
of fiduciary duty, promissory estoppel, fraud, breach of any implied covenants, assault, battery, negligence, defamation, invasion
of privacy, slander, or intentional infliction of emotional distress. Employee also specifically releases any claims for attorney’s
fees, costs and expenses incurred in connection with any matter herein released.



 


		9.	Employee represents that there is currently no pending complaint or lawsuit concerning any of the
Releasees which Employee has filed with any local, state, or federal agency or court. Employee agrees not to file any claim, complaint,
action or cause of action against any of the Releasees, and further agrees to indemnify and save harmless the Releasees against
loss, including, without limitation, the cost of defense and legal fees, occurring as a result of any claims, charges, complaints,
actions, or causes of action made or brought by Employee in violation of paragraphs 6 and 7 herein.



 


		10.	Nothing in this Agreement shall be construed to affect the rights and responsibilities of the Equal
Employment Opportunity Commission (the “Commission”), the National Labor Relations Board (the “NLRB”),
or any other federal, state or local agency with similar responsibilities to enforce any laws pertaining to employment discrimination
or retaliation, fraud, financial misfeasance, or union activity or participation. Likewise, this waiver will not be used to justify
interfering with the protected right of any employee to file a charge or participate in an investigation or proceeding conducted
by the Commission, the NLRB or any similar agency. However, Employee waives the right to receive or participate in any payment
or benefits arising out of any such proceeding.



 






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		11.	The Parties understand and agree that this Agreement constitutes a valid and enforceable waiver
and release agreement, and creates enforceable rights as described herein. Both Parties acknowledge that this Agreement shall not
affect any claim or cause of action arising after the date that the Employee executes this Agreement.



 


		12.	The Parties acknowledge that nothing in this Agreement shall be construed as a waiver or release
of Employee’s vested rights or legally protected entitlements, if any, in any 401(k) Plan, Insurance Plan or other Health
or Welfare Benefit Plan. Also, this Agreement does not limit or preclude, in any way, the Employee’s right to seek unemployment
compensation under State law. If Employee elects to seek unemployment compensation, Employee understands and agrees that the decision
to award unemployment compensation is made by the applicable State agency, not the Company.



 


		13.	Neither this Agreement itself nor the payment of the above amount shall be deemed or construed
at any time for any purpose as an admission by the Company of any liability or responsibility of any kind.



 


		14.	Each Party agrees that it shall not disparage the other Party or its officers, directors, shareholders,
or employees. The Company agrees it will include positive comments recognizing Employee's efforts and contributions towards the
success of its 4th quarter 2016 and fiscal year 2016 financial results in any press release announcing such results,
when those results are issued.



 


		15.	To the extent applicable, it is intended that this Agreement (including all amendments thereto)
comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code
do not apply to Employee. This Agreement shall be interpreted and administered in a manner consistent with this intent. Notwithstanding
any provision of this Agreement to the contrary, if all or any portion of the payments and/or benefits under this Agreement are
determined to be “nonqualified deferred compensation” subject to Section 409A of the Code and the Company determines
that Employee is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and the final Treasury Regulations
promulgated thereunder, then such payments and/or benefits (or portion thereof) shall commence no earlier than the first day of
the seventh month following the Separation Date (with the first such payment being a lump sum equal to the aggregate payments and/or
benefits Employee would have received during such six-month period if no such payment delay had been imposed.) For purposes of
this Agreement, “termination of employment” or any related reference to termination of employment shall mean Employee’s
“separation from service”, as defined in Section 1.409A-1(h) of the Treasury Regulations, including the default presumptions
thereunder. Wherever payments to which this paragraph applies are to be made in installments, each such installment shall be deemed
to be a separate payment for purposes of Code Section 409A.



 






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		16.	The Employee acknowledges and represents that he:




  


		(a)	has fully read and understood this Agreement;





 


		(b)	has accepted the terms of this Agreement and has executed this Agreement voluntarily;



 


		(c)	has been advised that his signature on this Agreement shall constitute a waiver and release of
the Released Parties from all claims Employee may have as of the date he signs this Agreement regarding claims or rights arising
under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. §621 (“ADEA”), but does not constitute
a waiver or release of rights or claims that may arise under the ADEA after the date he signs this Agreement;



 


		(d)	has been advised to consult an attorney or other advisor prior to signing this Agreement;



 


		(e)	has been provided twenty-one (21) days within which to consider whether he should sign this Agreement
and waive and release all claims and rights arising under the ADEA, as well as all other claims released by this Agreement;



 


		(f)	understands and agrees that any changes to this Agreement will not re-start the 21 day consideration
period; and



 





		(g)	has been advised that he shall have seven (7) full days following the execution of this Agreement
to revoke this Agreement and that this Agreement shall not become effective or enforceable until the eighth (8th) day
after it is signed by Employee (on which date this Agreement will automatically become effective and enforceable unless previously
revoked within that seven (7) day period).



 


		17.	This Agreement supersedes any and all prior agreement, whether oral or written, previously made
between the parties relating to the subject matter herein and the full understanding of the parties is expressed herein. However,
this Agreement will not supersede any prior agreement or promise between Employee and the Company regarding confidentiality, trade
secrets, non-competition, non-disclosure or non-solicitation, including but not limited to those set forth in the Employment Agreement,
and any such agreement or promise shall remain in full force and effect, except as specifically set forth herein.



 


		18.	This Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth
of Kentucky. Any lawsuit or other legal proceeding between the parties shall be brought only in the civil district courts of Boone
County, Kentucky, or the United States District Court for the Eastern District of Kentucky, Covington Division. The parties hereby
consent to the personal and exclusive jurisdiction and venue of these courts.



 


		19.	The invalidity of any particular provision of this Agreement shall not affect the validity of any
other provision. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed
as a waiver of subsequent breach by any party.



 


		20.	This Agreement was originally provided to Employee on January 19, 2017.



 





(signatures follow)


 






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	Dated:  January 19, 2017	 	 	 
	 	HEALTHWAREHOUSE.COM INC. 	 
	 	 	 	 
	 	By:	/s/ Mark Scott	 
	 		Mark Scott, Board Member	 







  


I have carefully read and fully
understand the provisions of this Agreement. I am signing this Agreement voluntarily and without any other agreements or promises
from Company.


 





	AGREED:	/s/ Jeffrey Holtmeier	 	January 19, 2017
	 	Jeffrey Holtmeier	 	(Date)







 






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