Unassociated Document


    SEPARATION
      AND GENERAL RELEASE AGREEMENT

    


    


    This
      Separation and General Release Agreement (the “Agreement”) is made by and
      between Andrew J. Cahill (hereinafter “Cahill”) and Conihasset Capital Partners,
      Inc., a Delaware corporation with a principal place of business at Two
      International Place, 16th
      Floor,
      Boston, Massachusetts 021110 (hereinafter
      the “Company”).

     

    WHEREAS,
      Cahill has been employed as an executive by the Company; and 

     

    WHEREAS,
      the Company and Cahill have decided to end their employment relationship due
      to
      corporate restructuring under the terms and conditions hereinafter set
      forth;

     

    NOW,
      THEREFORE, for and in consideration of the mutual promises set forth below,
      and
      for other good and valuable consideration, the receipt and sufficiency of which
      is hereby acknowledged, the parties hereto agree as follows:

     

    1. Separation
      from Company/Payment of All Monies Through Separation Date. 

     

    Cahill’s
      separation as an officer and employee of the Company will be effective as of
      May
      18, 2007 (“Separation Date”). All of Cahill’s accrued and unpaid salary and/or
      other compensation owed to him, which totals $45,000.00, and all benefits in
      connection with his employment, will be paid through the Separation Date. The
      Company will also reimburse Cahill for any and all legitimate and reasonable
      open and unpaid expenses owed to Cahill as of the Separation Date, which amount
      totals $734.08. Cahill understands and agrees that he has no right or obligation
      to perform any services for the Company after the Separation Date. 

     

    2. Resignation
      from Board of Directors.

     

    Cahill
      hereby resigns any and all positions he has held in the Company’s board of
      directors as of the Separation Date.

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    3. Stock/Options.

     

    In
      addition to 11,500 shares of the Company’s stock previously issued to Cahill,
      the Company acknowledges the issuance of options to Cahill to acquire 40,000
      shares of the Company’s common stock at a price of $2.67 per share (the “Cahill
      Options”) awarded on March 15, 2007. The terms and conditions of the Cahill
      Options will be as set forth in the Option Agreement, a copy of which will
      be
      provided to Cahill, which terms are no less favorable than those granted the
      officers and directors of the Company. The Company will include the shares
      of
      the Company’s stock underlying the Cahill Options in the Company’s proposed S-8
      filing.

     

    4. Cessation
      of Salary and Benefits as of Separation Date.

     

    Except
      as
      otherwise provided in this Agreement, Cahill will not be eligible for any
      additional salary, benefits, stock or ownership shares in the Company, stock
      option grants, and/or any other compensation of any kind from the Company or
      any
      of its subsidiaries or affiliates following the Separation Date.

     

    5. Continued
      Payments After Separation Date.

     

    In
      exchange for executing and not revoking this Agreement, Cahill will continue
      to
      receive his final regular salary from the Company, minus all lawful and
      customary withholdings, for a period of four (4) months after the Separation
      Date. Such payments will commence on the first pay period which occurs following
      the eighth (8th)
      day
      after Cahill’s execution of this Agreement. In the event that Cahill dies prior
      to payment in full, the balance shall be remitted to Cahill’s estate or
      beneficiaries.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    6. Mutual
      Release of Claims. 

     

    Cahill
      agrees not to seek or accept monetary damages, personal restitution, or
      equitable or injunctive relief from the Company or anyone connected with it
      for
      any reason. In other words, Cahill remises and quitclaims unto, and forever
      discharges and releases the Company, its owners, co-venturers, subsidiaries,
      affiliates, and all related persons, organizations, and entities, and their
      respective current and former directors, officers, employees, board members,
      successors and assigns (hereinafter collectively referred to as the
“Releasees”), from any and all claims, actions, causes of action, grievances,
      complaints, arbitrations, suits, proceedings, debts, controversies, attorney
      fees, judgments, demands, liabilities, obligations, promises, and damages
      whatsoever, in law or equity, which he ever had, now has, or shall have as
      of
      the date of this Agreement. This includes, but is not limited to, the right
      to
      seek or accept monetary damages, personal restitution, or equitable or
      injunctive relief for any alleged violation of the Civil Rights Act of 1871,
      42
      U.S.C. Section 1983; Title VII of the Civil Rights Act of 1964, 42 U.S.C.
      Sections 2000e et seq.;
      the Age
      Discrimination in Employment Act, including the Older Workers Benefit Protection
      Act amendments thereto, 29 U.S.C. Sections 621 et seq.;
      the
      Americans with Disabilities Act, 42 U.S.C. Sections 12101 et seq.;
      the
      Equal Pay Act of 1990, 29 U.S.C. Section 206; the Family and Medical Leave
      Act,
      29 U.S.C. Sections 2601 et seq.;
      the
      Employee Retirement Income Security Act, 29 U.S.C. Sections 301 et seq.;
      the
      Massachusetts Unlawful Discrimination Because of Race, Color, Religious Creed,
      National Origin, Ancestry or Sex Law, Mass. Gen. Laws Annotated, Chapter 151B,
      Sections 1 et seq.;
      the New
      Jersey Law Against Discrimination, New Jersey Statutes, Title 10, Chapter 5,
      Sections 10:5-1 et seq.;
      any
      alleged breach of any prior agreement, understanding or contract between the
      parties relating to Cahill’s employment by the Company; or any other alleged
      violation of any local, state or federal law, regulation, rule of law, or
      ordinance having any connection whatsoever with Cahill’s employment with the
      Company, or the termination of such employment. Cahill intends this provision
      to
      be all-encompassing and to act as a full and total release of any claims he
      may
      have against the Company and/or any other Releasee, whether or not specifically
      referred to herein, as of the date of this Agreement. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    The
      Company similarly remises and quitclaims unto, and forever discharges and
      releases Cahill and his heirs, successors and assigns from any and all actions,
      causes of action, complaints, claims, charges, debts, grievances, arbitrations,
      liabilities, obligations, promises, actions, suits, demands, attorneys’ fees,
      costs or expenses of any nature, known or unknown, in law or in equity, that
      it
      ever had, now has, or in the future may have with respect to or in any way
      related to Cahill’s prior employment with the Company and/or Cahill’s service as
      an officer of the Company and/or as a member of the Company’s board of
      directors.

     

    7. Return
      of Company Property.

     

    Cahill
      represents that he has returned to the Company any and all property of the
      Company in his possession or control, including, but not limited to, any and
      all
      instruction manuals, customer and/or supplier lists and other documents relating
      to the Company’s operations, and any copies thereof. If Cahill has not done so,
      he agrees to do so immediately.

     

    8. No
      Disparagement/References.

     

    Cahill
      promises and agrees that he will not disparage or otherwise harm the interests
      or reputation of the Company and/or any of the Releasees. The Company and/or
      any
      of the Releasees promise and agree that they will not disparage or otherwise
      harm the interests or reputation of Cahill. The Company agrees to provide a
      favorable reference letter to Cahill for his use in attempting to secure new
      employment and will provide similar favorable references if and when it is
      contacted by prospective employer(s) of Cahill.

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    9. Indemnification.

     

    The
      Company hereby agrees to indemnify, defend (including payment of attorney’s fees
      and costs) and hold Cahill harmless against any and all claims, causes of
      action, lawsuits, proceedings, damages, fees and costs with respect to any
      matter, incident, or issue arising out of Cahill’s official duties as an
      employee, officer or director of the Company, including any claims that may
      arise concerning which Cahill had no involvement.

     

    10. Unemployment
      Benefits.

     

    The
      Company will not contest any application Cahill may make for unemployment
      benefits.

     

    11. No
      Admission of Liability or Wrongdoing. 

     

    Cahill
      and the Company both agree and understand that nothing contained in this
      Agreement may be or is to be construed as an admission by either party or any
      Releasee of any liability or unlawful conduct whatsoever.

     

    12. Voluntary
      Agreement.

     

    (a) Cahill
      recognizes and understands that this Agreement is a legal document and he is
      advised to consult with an attorney before signing it. Cahill understands that
      he has twenty (21) days from the date on which he received this Agreement to
      consider whether or not to sign it. Cahill may revoke this Agreement at any
      time
      within seven (7) days after he signs it. This Agreement will take effect after
      seven (7) days have passed from the date on which Cahill signs. To revoke this
      Agreement, Cahill must deliver written notice of such revocation within seven
      (7) days after he signs the Agreement to the Company’s attorney, Michael D.
      Chittick, Esq., at the following address: Adler Pollock & Sheehan P.C., One
      Citizens Plaza, 8th
      Floor,
      Providence, Rhode Island 02903.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b)
       Cahill
      acknowledges that the benefits to be provided to him as described in this
      Agreement represent a benefit to which he would not otherwise have been entitled
      had he not entered into this Agreement. Cahill further acknowledges that he
      understands the terms of this Agreement and agrees that he has voluntarily
      and
      in good faith executed this Agreement.

     

    13. Entire
      Agreement. 

     

    Each
      party recognizes, understands and agrees that all statements contained herein
      constitute the sole and complete Agreement between the parties and that this
      Agreement fully supersedes any and all prior agreements or understandings
      between the parties. Each party also agrees and understands that this Agreement
      cannot be orally changed and that any modification to this Agreement must be
      in
      writing and signed by both an authorized representative of the Company and
      Cahill.

     

    14. Validity
      and Separability/Section Headings.

    


    The
      invalidity of all or any part of any section of this Agreement shall not render
      invalid the remainder of this Agreement or the remainder of such section. If
      any
      provision of this Agreement is so broad as to be unenforceable, it is expressly
      intended by the parties hereto that such provision shall be interpreted to
      be
      only so broad as is enforceable. Section headings are for the convenience of
      the
      parties only and shall not be construed to be part of this
      Agreement.

    


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    IN
      WITNESS WHEREOF, the parties have signed and executed the
      foregoing.

     

    
      	ANDREW J. CAHILL	 	 	CONIHASSET
              CAPITAL  
	 	 	 	PARTNERS,
              INC.  
	 	 	 	 
	 	 	 	 
	/s/ Andrew
              J.
              Cahill	May
              24,
              2007	 	/s/ Richard
              D. Bailey
	
              
Signature	
              (Date)

            	 	
              
Richard
              D. Bailey
	 	 	 	President and Chief Executive
              Officer 
	 	 	 	 
	 	 	 	Date:  May
              24, 2007
	 	 	 	 
	 	 	 	 
	Witness	 	 	Witness