exv10w1






Exhibit 10.1




SEPARATION AND GENERAL RELEASE AGREEMENT




Versar, Inc. (“Company"') and I, Lawrence W. Sinnott(“Employee”), have entered into this
agreement (“Release”) to settle all issues between us. Except to the extent governed by federal
law, this Release shall be governed by the statutes and common law of the Commonwealth of Virginia,
excluding any that mandate the use of another jurisdiction’s laws.



The Company and I agree as follows:



Section 1. Benefits



(a) Cash Payment: In exchange for this Release, I will receive from the Company the
continuation of my salary, at the base salary rate in effect on my last day of employment
($250,000), less ordinary tax withholdings for a period of twelve months from February 12, 2011,
the first payment being sent within 15 days after I execute this Release; thereafter, I will
receive the remaining base salary payments on the Company’s regular paydays.



(b) Compensation and Benefit Plans: I have ceased to be eligible to participate under any
stock option, bonus, incentive compensation, commission, medical, dental, life insurance,
retirement, and other compensation or benefit plans of the Company or any affiliate, and have no
rights under any of those plans, except as follows:




(i) Group Insurance: I will have my legally-mandated rights, if any, to COBRA
continuation coverage as to any Company-provided medical, dental, or vision plan in which I
participate. However, provided that I notify the Company by April 10, 2011, the Company
agrees to pay directly for first six months (through August 2011) of COBA payments. If I
obtain full time employment prior to August 2011, I will notify the Company within thirty
(30) days at which time the repayment obligation will expire at the end of the thirty (30)
day notice period.




(ii) Vested Medical Benefits: Subject to Section 1(b)(iii), below, I will
retain all vested benefits under all medical plans offered by the Company, and all rights
associated with such vested benefits, as determined under the official terms of those plans,
including company-paid medical insurance.




(iii) Executive Medical Benefits: I understand that all additional medical
benefits to which I was entitled because of my status as an executive of the Company have
been terminated as February 11, 2011..




(iv) Qualified Plan Retirement Benefits: I will retain my vested benefits
under all qualified retirement plans of the Company, and all rights associated with such
benefits, as determined under the official terms of those plans.




(v) Other Transferable Benefits: I will retain the ability to maintain
coverage under all Company benefit plans to the extent permitted by the applicable policy
that provides for such continued coverage and I will pay for them
directly. The Company will promptly notify all benefit carries of my termination in
order to ensure me the opportunity to obtain individual coverage as set forth above.


 


 









 






(vi) Vesting of Restricted Shares: All outstanding, unvested restricted shares
awarded to me shall be vested as of the date that I sign this Agreement.




(vii) Stock Options; All my rights to exercise outstanding, vest Stock
Options awarded to me will be extended for an additional ninety (90) days beyond the present
exercise period, but no later than August 10, 2011.



(c) Employment Reference: The Company agrees that it will provide You its normal reference in
accordance with the Company’s policy that limits the information provided to your name, job title,
employment dates and salary.



Payments made under this Release will not be included in my compensation for purposes of
calculating the benefits to which I am entitled under any employee benefit program,
notwithstanding anything in it to the contrary.



Section 2. Complete Release



(a) In General: Subject to the provisions of Section 6(d), I unconditionally release all the
claims described in Section 2(b) that I may now have against any of the Released Parties listed in
Section 2(d).



(b) Claims Released: The claims I am releasing under Section 2(a) include all known and
unknown claims, promises, causes of action, or similar rights of any type that I presently may have
(“Claims”) with respect to any Released Party listed in Section 2(d). I further understand that the
Claims I am releasing might arise under many different foreign, domestic, national, state, or local
laws (including statutes, regulations, other administrative guidance, and common law doctrines),
such as the following:




Anti-discrimination statutes, such as the Age Discrimination
in Employment Act and Executive Order 11,141, which prohibit age
discrimination in employment; Title VII of the Civil Rights Act of
1964, Sections 1981 and 1983 of the Civil Rights Act of 1866, and
Executive Order 11,246, which prohibit discrimination based on race,
color, national origin, religion, or sex; the Equal Pay Act, which
prohibits paying men and women unequal pay for equal work; the
Americans With Disabilities Act and Sections 503 and 504 of the
Rehabilitation Act of 1973, which prohibit discrimination based on
disability; and any other federal, state, or local laws prohibiting
discrimination, such as the Virginia Human Rights Act, which
prohibits discrimination in employment based on race, color,
religion, national origin, sex, pregnancy, childbirth or related
medical conditions, age, marital status, or disability, the
Virginians with Disabilities Act, which prohibits discrimination in
employment based on disability, and the Fairfax County Human
Rights Ordinance, which prohibits discrimination in employment based
on race, color, religion, national origin, sex, marital status or
disability.


 


-2-









 






Federal employment statutes, such as the Employee Retirement
Income Security Act of 1974 (except as to vested benefits under any
ERISA-covered plan), which, among other things, protects employee
benefits; the Fair Labor Standards Act of 1938, which regulates wage
and hour matters; the Family and Medical Leave Act of 1993, which
requires employers to provide leaves of absence under certain
circumstances; and any other federal laws relating to employment,
such as veterans’ reemployment rights laws.




Other laws, such as any federal, state, or local laws
providing workers’ compensation benefits, mandating leaves of
absence, restricting an employer’s right to terminate employees, or
otherwise regulating employment; any federal, state, or local law
enforcing express or implied employment contracts or requiring an
employer to deal with employees fairly or in good faith; any other
federal, state, or local laws providing recourse for alleged
wrongful discharge, tort, physical or personal injury, emotional
distress, fraud, negligent misrepresentation, defamation, and any
other law relating to salary, commission, compensation, or benefits.




Examples of released Claims include, but are not limited to
the following (except to the extent explicitly preserved by Section
1 or 2 of this Release): (i) Claims that in any way relate to or
arose during my employment with the Company, or the termination of
that employment, such as Claims for compensation, bonuses,
commissions, lost wages, or unused or accrued vacation or sick pay;
(ii) Claims that in any way relate to the design or administration
of any employee benefit program; (iii) Claims that I have
irrevocable or vested rights to severance or similar benefits; or
(iv) any Claims to attorneys’ fees or other indemnities (such as
under the Civil Rights Attorneys’ Fees Act), with respect to Claims
I am releasing.



(c) Unknown Claims: I understand that I am releasing Claims that I may not know about. That
is my knowing and voluntary intent. I understand the significance of doing so.



(d) Released Parties: The “Released Parties” are the Company and all of its subsidiaries and
their past, present, and future officers and directors.



(e) Prorated Bonus: Nothing herein precludes me from providing information to Versar’s
Compensation Committee of its Board of Directors for, at its sole option,
a bonus payment for my efforts during fiscal year 2011. Such information must be submitted no
later than September 1, 2011.


 


-3-









 





Section 3. Promises



(a) Employment Termination: I agree that my employment with the Company ended irrevocably on
February 11, 2011. No one has told me that the Company will not be improving benefits for then
current employees or offering them new benefits. I am accepting payments and benefits under this
Release in lieu of any such other rights or benefits to which I possibly could be or become
entitled. No one has represented to me that the Company or its affiliates will ever thereafter
seek to rehire me and, I will not seek employment with them. Pursuit of Claims: I have not filed,
initiated, or prosecuted (or caused to be filed, initiated, or prosecuted) any lawsuit, complaint,
charge, action, compliance review, investigation, or proceeding with respect to any Claim this
Release purports to waive, and I promise never to do so in the future, whether as a named
plaintiff, class member, or otherwise. I promise to request any administrative agency or other
body assuming jurisdiction of any such lawsuit, etc. to withdraw from the matter or dismiss it with
prejudice. However, the two preceding sentences shall not preclude me from filing or prosecuting a
charge with any administrative agency with respect to any such Claim as long as I do not seek any
damages, remedies, or other relief for myself personally, which I promise not to do, and any right
to which I hereby waive. This subsection (b) shall not apply to Claims of a statutory violation
that are filed with a government agency to the extent, if any, prohibited by applicable law.



(b) Company Property and Debts: The Company and I acknowledge and agree that I have returned
to the Company all files, memoranda, documents, records, copies of the foregoing, Company-provided
credit cards, keys, building passes, security passes, access or identification cards, and any other
property of the Company or any Released Party that was in my possession or control. The Company has
agreed that I may retain my Sony laptop as long as I give them copies of all Company related files
and have deleted them from the laptop, which will be done by February 28, 2011. The Company and I
acknowledge and agree that I have repaid everything I owe to the Company or any Released Party,
paid all amounts I owe on Company-provided credit cards or accounts (such as cell phone accounts),
and canceled or personally assumed any such credit cards or accounts. I will have cleared all
expense accounts and submitted all requests for reimbursement to the Company for any expense
reimbursements due me by February 28, 2011..



(c) Taxes: I am responsible for paying any taxes on amounts I receive because I signed this
Release. I agree that the Company is to withhold all taxes it determines it is legally required to
withhold. I agree not to make any claim against the Company or any other person based on how the
Company reports amounts paid under this Release to tax authorities; provided that such reports are
in compliance with usual and customary reporting practices.



(d) Nonadmission of Liability: I agree not to assert that this Release is an admission of
wrongdoing and I acknowledge that the Released Parties do not believe or admit that any of them has
done anything wrong.


 


-4-









 





(e) No Disparagement or Harm: At all times hereafter, I agree to conduct myself in all of my
communications with any person or entity in a manner that will protect the good will and reputation
of the Company, its affiliates, successors, assigns, officers, directors, employees and agents, and
any of its or their products or services. I will not make any remarks or statements, whether
orally, in writing or electronically, that disparage, impugn, attempt to discredit or call into
disrepute or otherwise damage the reputation of the Company or any Released Party. The Company
agrees that it and its senior officers will not make any remarks about me, whether orally, in
writing or electronically, that disparage, impugn, attempt to discredit or call into disrepute or
otherwise damage my reputation. I will not publish any material relating to the Company or any
Released Party on the world-wide web or any other public media. I acknowledge that the restriction
contained in this paragraph is a material inducement to the Company to enter into this Release.
Therefore, I agree that if I violate the restriction contained in this paragraph: a) I will not be
entitled to any of the payments or other benefits provided in paragraph 1(a) hereof; b) the Company
will immediately cease paying me the payments or other benefits provided in paragraph l(a) hereof;
c) I will immediately return to the Company any and all payments or other benefits that I have
received pursuant to paragraph 1(a) hereof; d) I will pay the Company a lump sum in the amount of
Fifty Thousand Dollars ($50,000.00) as liquidated damages :for each and every violation; e) the
Company will be entitled to an injunction against any further violations of the restrictions
contained in this paragraph; and f) the Company will also be entitled to each other, additional
damages and other relief as is available in law and equity. I acknowledge that the amount of
liquidated damages specified herein represents an attempt to approximate the damage that might
result from a violation, and that the liquidated damages are not a penalty and do not limit the
availability to the Company of other, additional relief.



(f) Other Representations: I have not suffered any discrimination on account of my age, sex,
race, national origin, disability, marital status, sexual orientation, or any other protected
status, and none of these ever has been an adverse factor used against me by any Released Party. I
have not suffered any job-related wrongs or injuries for which I might still be entitled to
compensation or relief, such as an injury for which I might receive a workers’ compensation award
in the future. I already have been paid all wages, commissions, compensation, benefits, and other
amounts that any Released Party has ever owed me, except for unpaid amounts or benefits expressly
payable under the terms of this Release.



(g) This Release to be Kept Confidential: I have not disclosed and will never disclose the
terms, amount, or existence of this Release, to anyone other than a member of my immediate family
or my attorney or other professional advisor and, even as to such a person, only if the person
agrees to honor this confidentiality requirement. This subsection does not prohibit disclosures to
the extent necessary legally to enforce this Release or to the extent prohibited by law, nor does
it prohibit disclosures to the extent otherwise legally required (but only if I notify the Company
of a required disclosure obligation or request within three days after I learn of it and permit the
Company to take all steps it deems to be appropriate to prevent or limit the required disclosure).


 


-5-









 





(h) Non-Solicitation and Non-Competition:




(i) Non-Solicitation Employees. I agree not to solicit for employment (or to
assist with such solicitation), or to hire (including employment as a full-time or part-time
employee or as a consultant) any employee or former employee of the Company until: (1) the
expiration of six months after I cease to serve on the Company’s Board of Directors, or (2)
the expiration of six months after the date of my final severance payment to this Release,
whichever is later (the “Non-Competition Period”). The restrictions set forth in this
paragraph apply to the solicitation or hiring of any person who is, or within the two years
before the termination of my employment, was an employee or consultant of the Company.
Notwithstanding the foregoing, this restraint is not intended to (i) prevent any person from
obtaining employment with any entity should that person respond to a general advertisement
or seek employment wholly independent of the conduct restrained herein, or (ii) prevent any
future employer of mine from employing, or soliciting for employment, any employee of the
Company if I am not directly or indirectly involved therein.




(ii) Non-Solicitation Clients. I agree not to Solicit (or to assist with such
solicitation), directly or indirectly, any customer or client of the Company, until the
expiration of the Non-Competition Period. For the purpose of this paragraph, the terms
“customer” and “client” include any person, private entity or governmental entity (but in
the case of a governmental entity, only the specific department or agency thereof or
employee or agent thereof), within or outside the United States of America, with whom the
Company does or has done business, to whom the Company’s products or services have been
provided or sold, whom the Company has solicited for funds, and/or to whom the Company is
making, has made, or plans or has planned to make business contacts or sales calls, within
the two years before the termination of my employment, and with whom I have had direct or
indirect contact or whose business I have worked on or supervised. Notwithstanding the
foregoing, this restraint is not intended to prevent any future employer of mine from
Soliciting or doing business with any customer or client of the Company if I am not directly
or indirectly involved therein.



(i) Confidentiality of Company Information: I will not disclose to any person or entity, or
use for the benefit of anyone other than the Company, any information regarding Company products,
operations, activities, business methods, finances, customers, plans or opportunities of the
Company, its affiliates, or clients, as of which I became informed in the course of my employment,
and which is not generally known to the public other than by disclosure by me, unless such
disclosure or use is authorized in writing by the Chief Executive Officer of the Company.



Section 4. Consequences of Violating Promises



(a) General Consequences: In addition to any other remedies or relief that may be available,
I agree to pay any attorneys’ fees (including in-house counsel costs) and damages Released Parties
may incur as a result of my breaching a promise I made in this Release (such as by suing a Released
Party over a released Claim) or if any representation I made in this Release was false when made.


 


-6-









 





(b) ADEA Claims: This section shall not apply to ADEA Claims to the extent, if any,
prohibited by applicable law. If subsection (a) is inapplicable because it is deemed to be
prohibited by law, the non-prevailing party in any challenge to the validity of this Release as to
an ADEA Claim shall pay the prevailing party’s reasonable attorneys fees.



Section 5. Consideration of Release



I acknowledge that, before signing this Release, I was given at least 21 days in which to
consider this Release. I waive any right I might have to additional time within which to consider
this Release. I further acknowledge that: (1) I took advantage of the time I was given to consider
this Release before signing it; (2) I carefully read this Release; (3) I fully understand it; (4) I
am entering into it voluntarily; (5) I am receiving valuable consideration in exchange for my
execution of this Release that I would not otherwise be entitled to receive; and (6) the Company,
encouraged me to discuss this Release with my attorney (at my own expense) before signing it, and
that I did so to the extent I deemed appropriate. After I have signed this Release, I will have an
additional seven days to reconsider and revoke my acceptance. In order to be effective, revocation
must be in writing and received by the Company (to the attention of the General Counsel), within
seven days after I have signed this Release. If I timely revoke this Release, I will not receive
any of the benefits described in Section 1, and the Release will not be effective. If I do not
timely revoke the Release, the Release will become irrevocable.



Section 6. Miscellaneous



(a) Entire Agreement: This Release is the entire agreement between me and the Company
relating to my termination of employment or the subject matter of this Release. This Release may
not be modified or canceled in any manner, nor may any provision of it or any legal remedy with
respect to it be waived, except by a writing signed by both me and an authorized Company official.
I acknowledge that the Company has made no representations or promises to me (such as that my
former position will remain vacant), other than those in or referred to by this Release. If any
provision in this Release is found to be unenforceable, all other provisions will remain fully
enforceable.



(b) Successors: This Release binds my heirs, administrators, representatives, executors,
successors, and assigns, and will inure to the benefit of all Released Parties and their respective
heirs, administrators, representatives, executors, successors, and assigns. This Release shall be
binding upon any successor or assign of the Company.



(c) Interpretation: This Release shall be construed as a whole according to its fair meaning.
It shall not be construed strictly for or against me or any Released Party. Unless the context
indicates otherwise, the term “or” shall be deemed to include the term “and” and the singular or
plural number shall be deemed to include the other. Captions are intended solely for convenience
of reference and shall not be used in the interpretation of this Release.



(d) Indemnification: Nothing in this Release shall in any way limit or impede any rights that
I have, under any indemnification agreement, Articles of Incorporation, resolution, insurance
policy, law, or regulation that is binding on the Company, to indemnification or reimbursement for
any fees, costs, or expenses arising from or related to
third-party claims concerning or associated with my service as an employee, agent, officer,
director, or shareholder of the Company.


 


-7-









 





Section 7. Arbitration of Disputes



(a) Arbitrable Disputes: The Company and I agree to resolve any claims we may have with each
other (except, if either I or the Company so elects, any dispute for which injunctive relief is a
principal remedy, including, but not limited to, enforcement of the non-solicitation and non
competition provisions set forth in Section 3(j) of this Release) through final and binding
arbitration in accordance with this section. This arbitration requirement applies to, among other
things, disputes about the validity, interpretation, or effect of this Release or alleged
violations of it, claims of discrimination under federal or state law, or other statutory violation
claims.



(b) The Arbitration: Except as otherwise provided in any other enforceable arbitration
agreement between me and the Company, which the Company and I hereby reaffirm if one exists, the
arbitration shall be in accordance with the then-current arbitration rules and procedures for
employment disputes governing arbitrations administered by the Judicial Arbitration and Mediation
Service (JAMS), except as provided in this section. Arbitration shall take place in Northern
Virginia before an experienced employment arbitrator licensed to practice law in that state who has
been selected in accordance with subsection(c). The arbitrator may not modify or change this
Release in any way.



(c) Fees and Expenses: Each party shall pay the fees of his or her attorneys, the expenses of
his or her witnesses, and any other expenses that party incurs in connection with the arbitration,
but all costs of the arbitration itself, including the fees of the arbitrator, administrative fees,
and other fees and costs shall be paid by the Company. The party losing the arbitration shall
reimburse the party who prevailed for all attorneys’ fees and expenses, and arbitrator and
administrative fees that the prevailing party paid pursuant to this subsection (c), except to the
extent prohibited by a statute under which the dispute has been brought.



(d) Exclusive Remedy: Arbitration in this manner shall be the exclusive remedy for any claim
that must be arbitrated pursuant to this section. Should I or the Company attempt to resolve such
a claim by any method other than arbitration pursuant to this section, the responding party will be
entitled to recover from the initiating party all damages, expenses, and attorneys’ fees incurred
as a result of that breach.



TAKE THIS RELEASE HOME, READ IT, AND CAREFULLY CONSIDER ALL OF ITS PROVISIONS
BEFORE SIGNING IT: IT INCLUDES A RELEASE OF KNOWN AND UNKNOWN CLAIMS, AND ITS
ARBITRATION-OF-CLAIMS REQUIREMENT WAIVES YOUR RIGHT TO A JURY TRIAL. IF YOU
WISH, YOU SHOULD TAKE ADVANTAGE OF THE FULL CONSIDERATION PERIOD AFFORDED BY
SECTION 5 AND YOU SHOULD CONSULT YOUR ATTORNEY.


 


-8-









 





Executed at _Woodbridge_, Virginia this 24th day of February, 2011.



	 	 	 	 	 
	 	 	 
	 	     /s/ Lawrence W. Sinnott
 	 
	 	LAWRENCE W. SINNOTT 	 
	 	 	 
	 





Executed at _Springfield, Virginia this 24th _ day of February, 2011.



	 	 	 	 	 
	 	 	 
	 	     /s/ Anthony L. Otten
 	 
	 	VERSAR, INC. 	 
	 	 	 
	 



 


-9-