ex101.htm


    Exhibit
      10.1

     

     

     

     

    AGREEMENT
      AND RELEASE OF CLAIMS

    


    This
      AGREEMENT AND RELEASE OF CLAIMS (hereinafter referred to as
“Agreement” or Release”) is entered this 4th day of October, 2007, by and
      between Kesslering Corporation (“Employer” or “the Corporation”) and Laura
      Camisa, (“Employee”).  In consideration of the promises and
      commitments made in this Release, including the payment of amounts in excess
      of
      amounts otherwise owed to Employee, and which are valued at greater than $10.00,
      the sufficiency and fairness of which is hereby acknowledged, the Corporation
      and Employee agree as follows:

    


    ARTICLE
      1:  SEPARATION FROM EMPLOYMENT

    


    1.1           Rights
      and Obligations.  Employee acknowledges that her employment with
      the Corporation ended as of the end of business on September 28, 2007,
      (“Separation Date”).  As of the Separation Date the Employee’s rights
      and obligations relating to employment, including any and all agreements
      relating to employment or severance, were terminated other than as set forth
      in
      this Release.  Employee releases and waives any and all rights or
      claims that Employee has or may have against the Corporation other than the
      rights specifically reserved in this Release.  This Release
      acknowledges that other than as specified herein, Employee has been paid all
      wages and compensation of any kind owed to Employee by the
      Corporation;  that Employee has received all benefits owed to
      Employee; and that the Corporation has made all contributions, reimbursements
      or
      payments owed to Employee or on Employee’s behalf.

    


    1.2           Continuing
      Terms of Employment Agreement.  The Parties acknowledge the
      existence of the Employment Agreement entered into on January 1, 2007 (the
      “Employment Agreement”).  Employee agrees that Employer has satisfied
      all of its obligations under the Employment Agreement, and that Employee has
      been relieved of all duties relating to Paragraph 2 (Duties and Devotion of
      Efforts) as Employee has separated from employment.  The Parties have
      terminated Employee’s employment by mutual agreement and are both relieved of
      all obligations under Paragraph 5 (Term and Termination).  However,
      the Parties agree that all provisions that were intended to extend beyond the
      date of separation from employment shall continue in full force and effect,
      other than Paragraph 7 (Indemnity), and shall be incorporated into this
      Agreement as if they were specifically restated herein.  Without
      limiting the foregoing, the Parties specifically acknowledge that each of the
      following provisions of the Employment Agreement was clearly intended to and
      shall remain in effect beyond the Separation Date, and each is hereby
      incorporated into this Agreement:  Paragraph 8:  Restrictive
      Covenants;  Paragraph 9(a): Florida Law and Venue; 9(o): Attorneys’
Fees and Costs; and 9(p) (Waiver of Jury Trial).  Notwithstanding the
      foregoing, Employee will not be prohibited from providing services to
      Searchlight Advisors, LLC.

    


    1.3           Non-Disparagement.  The
      parties each agree that they will not directly or indirectly make any negative
      or disparaging remarks or communications about or relating to the other party
      hereto, their operations, their business, their officers, Board members, their
      employees, their independent contractors or affiliates or other Released Parties
      (as defined herein).  Employee will not take any action to harm the
      Corporation or the Released Parties in any manner.  This obligation
      shall remain in effect indefinitely.  Employee specifically agrees
      that she will not directly or indirectly contact the press, will not make any
      statements for public dissemination, and will not respond to inquiries from
      the
      press regarding the Released Parties.

    


    1.4           Access
      or Use of Property.  As of the Separation Date, Employee has no
      right to access in person or by information systems any of the Corporation
      or
      the Released Parties’ property, including their offices, email, or other
      information systems without express advance approval by the Corporation’s CEO or
      designee.  Employee agrees that if she is granted access to the
      Corporation’s property, she will exercise reasonable care in such access, will
      use such access only for the expressed purpose, and will take no action to
      cause
      harm to the property or the Corporation.

     

     

    
      
        
        

      

      
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    1.5           Post-Employment
      Cooperation.  Following the Separation Date, Employee agrees to be
      available within 48 hours of receiving notice of such to cooperate with and
      consult with Employer upon request regarding matters about which Employee has
      or
      may have knowledge.  Such cooperation would include responding to
      phone calls, answering questions, attending meetings, and participating in
      good
      faith as requested in the review of matters relating to the Released Parties,
      including the defense of litigation.  In the event any such duties
      require Employee to travel from Vero Beach, Florida at the direction of
      Employer, Employer shall reimburse such travel costs.

    


    1.6           Final
      Report and Return of Information.   Employee hereby agrees to
      provide a post-employment report (“Report”) to Douglas P. Badertscher within 5
      days of her Separation Date.  Employee’s Report shall contain (i) a
      summary of all ongoing matters for which Employee had responsibility during
      employment; (ii) a detailed communication containing all information in
      Employee’s possession relating to the Released Parties, which has not already
      been fully communicated to Douglas P. Badertscher or Clifford H. Wildes; (iii)
      a
      detailed description of all arrangements with third parties to provide
      accounting services to the Company since the starting date of Employee’s
      employment with Employer, including copies of all contracts for services or
      engagement letters for all accounting and financial consultants authorized
      by
      Employee to do work for the Corporation in any and all capacity; (iv) a detailed
      listing of all bank accounts of the Corporation and its subsidiary entities
      and
      (v) a status report detailing recent action taken and action to be taken
      regarding all open matters for which Employee had
      responsibility.   Employee shall provide additional details upon
      request.

    


    1.7           Warranty.  Employee
      hereby warrants that she has performed her position loyally, ethically, in
      good
      faith, and in compliance with law and that she has not engaged in any conflicts
      of interest, has not committed fraud, and has not received or been promised
      any
      kickbacks, payments, remuneration or benefit from any person or entity doing
      business with, affiliated with, or related in any way to her employer, during
      her employment other than her compensation paid by her employer or its parent
      or
      subsidiary entities, which was approved by Clifford H. Wildes
      personally.  Employee acknowledges that this Warranty is material to
      Corporation’s agreement herein and that Employee would not be released from the
      Indemnification provision of her employment agreement and would not be paid
      any
      Severance if not for providing this truthful
      Warranty.  Misrepresentation herein shall void Employer’s release of
      Employee, require repayment of the Severance by Employee, and shall permit
      Employer to utilize the Indemnification provision contained in the Employment
      Agreement.  Employer acknowledges that Employee has disclosed her
      provision of services to Searchlight Advisors, LLC and Employer hereby consents
      to Employee’s continued provision of services to Searchlight Advisors,
      LLC.

    


    1.8           Return
      of Property.  Employee hereby promises that she has returned any
      and all property of the Corporation or Released Parties, including all copies
      of
      such property (regardless of how such information was stored), in her possession
      or control to the Corporation or has arranged such delivery with the CEO or
      her
      designee.

    .

    


    ARTICLE
      2: RELEASED PARTIES

    


    2.1           By
      Employee.  The Parties intend Employee’s Release to benefit and
      release (a) the Employer and its subsidiaries and parent company, if
      any,  (b) all entities and individuals which are referred to herein as
“Business Affiliates” of the Company, which shall include Kesslering Holding
      Corporation, Kesselring Corporation;  (c) any other corporation or
      entity which is or will be controlled by, or under the control of the Company,
      or any of the Business Affiliates, (d) all of their respective heirs,
      successors, administrators, assigns, and subsidiaries, (e) all of their
      respective officers, directors, agents, attorneys, and employees, and
      (f) all of their respective heirs, successors, administrators, assigns (which
      will all be referred to collectively as “Released Parties”).

     

     

    
      
        
        

      

      
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    2.2           By
      Employer.  The Parties intend Employer’s Release to benefit
      Employee.

    


    


    ARTICLE
      3: RELEASE OF ALL CLAIMS

    


    3.1           General
      Release by Employee.  This Release is binding on Employee,
      Employee’s family, heirs, representatives, successors, and assigns, and prevents
      them from recovering any relief, including back pay, front pay, paid time off,
      reinstatement, or any other damages, costs or attorneys' fees as a result of
      any
      charge, lawsuit, or proceeding brought by Employee or on her or her behalf,
      against any of the Released Parties for any reason other than enforcement of
      this Release.

    


    Employee
      agrees and understands that Employee is receiving in exchange for her promises
      contained in this Agreement, something of value to Employee, which is referred
      to as “consideration.”  Employee has determined that this is a fair
      exchange.  In order for Employee to receive that consideration, which
      Employee desires, Employee knowingly and voluntarily hereby releases the
      Released Parties from every possible claim that Employee can legally
      waive.  This waiver should be construed as broadly as possible to
      release all possible claims, debts, obligations, demands, judgments, or causes
      of action of any kind whatsoever, whether known or unknown, that may be waived
      other than workers’ compensation claims filed during
      employment.  However, for additional clarity, the following is a list
      of some of the types of claims included in this Release: all claims in tort
      (for
      negligent or intentional acts), in contract (whether verbal or written), by
      statute, for constitutional violation, for wrongful discharge, discrimination,
      harassment, retaliation, or claims of personal injury, for compensatory,
      punitive, or other damages, expenses, reimbursements, or costs of any kind,
      including but not limited to, any and all claims, demands, rights, and/or causes
      of action arising out of Employee’s relationship with the Corporation, or
      relating to purported employment discrimination or violations of civil rights,
      including, but not limited to, those arising under Title VII of the Civil Rights
      Act of 1964, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or
      1871, the Family and Medical Leave Act (“FMLA”), the Age Discrimination in
      Employment Act of 1967 (“ADEA”), the Older Workers Benefit Protection Act, the
      Americans with Disabilities Act of 1990 (“ADA”), the Florida Whistle Blowers
      Act, Executive Order 11246, the Equal Pay Act of 1963, the Rehabilitation Act
      of
      1973, the Employee Retirement Income Security Act of 1974 (“ERISA”), or other
      benefits laws, or any other applicable federal, state or local employment
      discrimination statute or ordinance or any other claim, whether statutory or
      based on common law, arising by reason of Employee’s employment with the
      Corporation or the Separation from that employment or circumstances related
      thereto or by reason of any other matters, cause, or thing whatsoever, from
      the
      beginning of time to the signing of this Release, and specifically releases
      any
      claims that the Released Parties should re-hire Employee at any time in the
      future.

    


    3.2           Age
      Discrimination Waiver By Employee.  In exchange for payments
      described in this Release, a reasonable portion of which are allocated to this
      waiver, Employee hereby knowingly and voluntarily waives and releases all rights
      and claims, known and unknown, arising under the Age Discrimination in
      Employment Act of 1967, 290 U.S.C. §621-634, as amended, and the Older Workers
      Benefit Protection Act, which Employee might otherwise have had against any
      and
      all of the Released Parties up to and including the date of signing this
      Release.

    


    3.3           General
      Release by Corporation.  This Release is binding on Corporation
      and its representatives, successors, and assigns, and prevents them from
      recovering any relief, as a result of any lawsuit or proceeding brought by
      Corporation or its subsidiary or parent entities, or on their behalf, against
      Employee for any reason other than enforcement of this
      Release.   Corporation knowingly and voluntarily hereby releases
      Employee from every possible claim that Corporation can legally waive; this
      waiver should be construed as broadly as possible to release all possible
      claims, debts, obligations, demands, judgments, or causes of action of any
      kind
      whatsoever, whether known or unknown, that may be waived other than enforcement
      of this Release.

     

     

    
      
        
        

      

      
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    ARTICLE
      4:  CONFIDENTIALITY

    


    4.1  Confidentiality.  Employee
      agrees that the terms of this Release are confidential, and Employee agrees
      not
      to divulge such terms other than to her accountants, attorneys, and the Internal
      Revenue Service.  The foregoing covenant not to disclose shall be
      binding upon Employee, Employee’s attorneys, and those to whom Employee may
      disclose the terms of this Release.  Employee shall secure from those
      to whom disclosure of this Release is made their assent to be bound by this
      nondisclosure covenant, and Employee shall be jointly responsible for violation
      of the covenants contained herein by any family member.  Employee’s
      signature on this Release indicates Employee’s agreement that this provision is
      an important and material element of the Release and is given in fair exchange
      for the Corporation’s payment to Employee under this Agreement.  No
      action other than a writing signed by the Corporation CEO shall be taken as
      a
      waiver of the Corporation’s right to insist that Employee, Employee’s family,
      and Employee’s counsel (if any) abide by the nondisclosure terms of this
      Release.  If the law requires Employee to make additional disclosures
      of confidential information, Employee shall provide the details of such legal
      requirement(s) to the Corporation immediately and in advance of the disclosure
      so that the Corporation may make any legal objections to the
      disclosure.

    


    ARTICLE
      5:  PAYMENTS

    


    5.1           Payments.  In
      further consideration of the foregoing Release, the Corporation agrees to pay
      as
      additional consideration and severance to Employee an amount equal to Employee’s
      base pay which Employee would have received if Employee had been employed and
      worked her scheduled hours (“Severance Consideration Payment”) for a six month
      period following the Separation Date, less ordinary payroll deductions
      (“Severance Period”).  Such payments shall be paid on the regular
      payroll dates beginning on the first payroll date within 4 days of the Effective
      Date and ending when paid in full.   In the event that Employer
      fails to make any scheduled Severance Consideration Payment, then Employee
      shall
      deliver written notice to Employer of such failure.  In the event
      Employer does not make the delinquent Severance Consideration Payment within
      30
      days following receipt of such written notice, then all remaining Severance
      Consideration Payments shall accelerate and become immediately due and
      payable.  Employer shall provide continued group health insurance
      coverage to Employee for the shorter of the period prior to Employee obtaining
      group health insurance coverage from another employment or the period during
      the
      Severance Period prior to the date that all Severance Consideration Payments
      have been made by Employer.   Other than as set forth in this
      Article, Employee agrees that she is not entitled to any payment or compensation
      of any kind from Released Parties.  The Released Parties have
      satisfied all of their obligations owed to Employee.  Employee agrees
      that she is not entitled to any bonus, additional stock or options, or
      additional compensation or payment, whether for compensation, paid time off,
      other benefits, expense reimbursement, or otherwise.  Employee shall
      be entitled to retain any stock grants and options awarded prior to the
      effective date hereof, pursuant to the terms of such stock and option
      grants.

    


    ARTICLE
      6: EFFECT OF RELEASE

    


    6.1           Employee
      understands that she is not entitled to receive the benefit of this Release
      if
      Employee does not sign this Release or if she revokes the Release as described
      herein.  Employee understands that she may revoke this Release, within
      seven (7) days of signing it.  To be effective, the revocation must be
      in writing and delivered by hand-delivery or as described below to Attention:
      Douglas P. Badertscher, CEO, Kesselring Holding Corporation, Suite 301, 6710
      Professional Parkway, Sarasota, FL  34240, within seven days of
      signing it.  If not hand delivered, the revocation must be
      (i)  Postmarked within seven (7) days of signing the Release, (ii)
      Properly addressed as referenced above; (iii)  Sent by certified mail,
      return receipt requested; and (iv) a copy sent to Kimberly P. Walker, Esq.,
      at
      Williams, Parker et. al, 200 South Orange Ave. Sarasota, FL 34236.  If
      Employee revokes this Release, as outlined in this paragraph, the Release will
      not be effective or enforceable and Employee will not be eligible to receive
      any
      payments or benefits provided by this Release.  If Employee delivers a
      fully executed Release as provided in this Release and does not revoke the
      Release as provided herein, the Release will become effective on the 8th day following
      delivery of the Release (the “Effective Date”).

     

     

    
      
        
        

      

      
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    ARTICLE
      7: REVIEW OF RELEASE

    


    7.1           Consultation
      with Counsel.  Employee is advised to consult with an attorney
      prior to signing this Release, and acknowledges that whether she does so is
      her
      choice.

    


    7.2  Review
      Period.  Employee has been offered the opportunity to take up to
      twenty-one days to consider this Release.  Employee understands that a
      signed original of this Release must be received by the Corporation before
      5:00
      p.m. on the twenty-second (22nd) day following her or her receipt of this
      document in order for this Release to be effective.  Employee has the
      right to return the Release at any time before that deadline.

    


    ARTICLE
      8: AGREEMENT NOT TO SUE

    


    8.1           Claims.  Employee,
      on her own behalf and on behalf of her family, heirs, representatives,
      successors, and assigns, agrees that Employee will not ever bring any claim,
      suit, arbitration, or mediation against any of the Released Parties for any
      reason other than the enforcement of this Release.  Nothing herein
      prohibits Employee from complying with the law and cooperating with appropriate
      authorities.

    


    ARTICLE
      9

     MISCELLANEOUS

    


    9.1           Survival.  If
      any provision of this Release were declared or determined by any court of
      competent jurisdiction to be illegal, invalid, or unenforceable, the legality,
      validity, and enforceability of the remaining parts, terms or provisions shall
      not be effected thereby, and said illegal, unenforceable, or invalid part,
      term
      or provision, shall be deemed not to be part of this Release.

    


    9.2           Duplicate
      Originals.  This Release may be executed in several counterparts,
      each of which shall be deemed an original.

    


    9.3           Headings.  The
      headings contained in this Release are for reference purposes only and are
      in no
      way intended to describe, interpret, define or limit the scope, extent or intent
      of this Release or any provisions hereof.

    


    9.4           Representations.  In
      determining whether to execute this Release, Employee has not relied on any
      representations by the Corporation or the Released Parties other than the
      written representations contained in the Release.

    


    9.5           Effectuating
      Release and Removal.  Employee hereby agrees to reasonably
      cooperate and to execute any additional documents that may reasonably be
      required to facilitate or effectuate this agreement.

     

     

    
      
        
        

      

      
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    9.6           Review
      and Understanding.  Employee acknowledges that Employee received
      this Release on or before the end of business on September 28, 2007 and has
      read
      its terms and understands the terms of this Release.  This date shall
      be considered the delivery date of the Release even if the Parties negotiate
      revisions to the Release.

    


    9.7           For
      Settlement Purposes.  The Release is entered into in full accord
      and satisfaction and compromise of the claims or potential claims of Employee
      and is not in any way to be construed as an admission of any wrongdoing or
      liability on the part of the Corporation or other Released Parties or an
      admission that the Corporation or other Released Parties violated any law or
      breached any agreement.  The Corporation expressly denies any
      liability or violation and intends merely to avoid the costs associated with
      any
      potential litigation.  Further, even if there were a determination
      that the Corporation or Released Parties had violated any law or regulation,
      or
      breached any agreement, Employee would be entitled to no additional
      amount.

    


    9.8           Breach.  In
      the event Employee violates this Release by filing any claim against any of
      the
      Released Parties or receiving any compensation relating to such a claim, the
      Corporation shall maintain all rights and remedies relating to this Release
      and
      as provided in law or equity.

    


    9.9           Voluntary.  Employee
      agrees that she executed this Release voluntarily and without duress, coercion,
      or undue influence.

    


    
      	
            	
              9.10

            	
              Binding.  This
                Release is binding on the parties hereto, their heirs, administrators,
                executors, successors and assigns.

            


    

    


    9.11         Entire
      Agreement.  This Release contains the entire agreement between
      Employee and the Released Parties.  Any prior agreements or
      understandings are replaced by this Agreement.  By signing this
      Release, Employee acknowledges that Employee has reviewed, understands, and
      agrees with each of the terms of this Release and hereby effects the
      Release.

     

     

    
      	WITNESS
              AS TO
              CORPORATION	BY
              CORPORATION	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Douglas
              Badertscher	 
	 	 	As
              Its: CEO	 
	 	 	 	 
	 	 	Date:
              October 5, 2007	 


    

     

    
      	WITNESS
              AS TO EMPLOYEE	BY
              EMPLOYEE	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Laura
              Camisa	 
	 	 	Signature	 
	 	 	 	 
	 	 	Date:
              October 5, 2007	 


    

    


     

     

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