Exhibit 10.1
SEPARATION AGREEMENT
This Separation Agreement (this "Agreement") is made and entered into by and
between Michael H. Owens, M.D. ("Dr. Owens") and iVow, Inc. (the "Company") as
of September 5, 2006, and inures to the benefit of each of the Company's
current, former and future parents, subsidiaries, related entities, employee
benefit plans and each of their respective fiduciaries, predecessors,
successors, officers, directors, stockholders, agents, attorneys, employees and
assigns.
RECITALS
A.
Dr. Owens has been serving as an employee, officer and director of
the Company.
B.
Dr. Owens wishes to resign from the Company and end his service as
an employee, officer and director of the Company pursuant to the terms and
conditions of this Agreement.
AGREEMENT
THEREFORE, in consideration of the mutual promises and covenants contained
herein, it is hereby agreed by and between Dr. Owens, on the one hand, and the
Company, on the other, as follows:
1.
RESIGNATION.
DR. OWENS HEREBY CONFIRMS HIS RESIGNATION AS AN EMPLOYEE OF
THE COMPANY, HIS RESIGNATION FROM HIS POSITIONS AS CHIEF EXECUTIVE OFFICER AND
PRESIDENT OF THE COMPANY, AND HIS RESIGNATION FROM HIS POSITION AS A DIRECTOR ON
THE COMPANY'S BOARD OF DIRECTORS, EACH RESIGNATION EFFECTIVE AS OF 10:00 A.M.
(PACIFIC TIME) ON SEPTEMBER 5, 2006 (THE "RESIGNATION DATE").
2.
WAGES, VACATION TIME AND EXPENSES PAID, SEVERANCE AND BONUS TO BE PAID.
2.1
WAGES, VACATION TIME AND EXPENSES.
DR. OWENS HEREBY AGREES THAT THE
COMPANY HAS PAID HIM ALL OF HIS WAGES AND ALL OF HIS ACCRUED AND UNUSED VACATION
TIME THROUGH THE RESIGNATION DATE, SUBJECT TO FEDERAL AND STATE WITHHOLDING AND
OTHER APPLICABLE TAXES, AND HAS BEEN REIMBURSED BY THE COMPANY FOR ALL
REIMBURSABLE BUSINESS EXPENSES THROUGH THE RESIGNATION DATE.
2.2
SEVERANCE.
CONTINGENT UPON THIS AGREEMENT AND THE RELEASE ATTACHED HERETO
AS EXHIBIT A BECOMING EFFECTIVE AS PROVIDED IN SECTION 20 OF THIS AGREEMENT, DR.
OWENS SHALL ALSO BE ENTITLED TO RECEIVE SEVERANCE IN AN AMOUNT EQUAL TO SIX (6)
MONTHS OF HIS BASE SALARY (LESS PAYROLL DEDUCTIONS AND ALL REQUIRED
WITHHOLDINGS) THAT DR. OWENS WAS RECEIVING IMMEDIATELY PRIOR TO THE RESIGNATION
DATE, PAYABLE IN SIX (6) EQUAL MONTHLY PAYMENTS BEGINNING ON THE EFFECTIVE DATE
(THE "SEVERANCE PERIOD").
2.3
2005 BONUS.
UPON DR. OWENS' EXECUTION OF THIS AGREEMENT, THE COMPANY'S
BOARD OF DIRECTORS HAS AGREED TO ISSUE DR. OWENS 20,000 SHARES OF RESTRICTED
COMMON STOCK PURSUANT TO THE COMPANY'S 1997 STOCK OPTION/STOCK ISSUANCE PLAN IN
CONNECTION WITH HIS SERVICES AS THE COMPANY'S CHIEF EXECUTIVE OFFICER AND
PRESIDENT DURING FISCAL YEAR 2005 (THE
"BONUS") AT THE COMPANY'S BOARD MEETING SCHEDULED FOR SEPTEMBER 5, 2006.
THE
COMPANY SHALL BE LIABLE TO PAY ALL FEDERAL AND STATE WITHHOLDING TAXES ON THE
BONUS, INCLUDING A GROSS-UP AMOUNT TO COVER THE FEDERAL AND STATE WITHHOLDING
TAXES OWED BY DR. OWENS AS A RESULT OF THE COMPANY'S PAYMENT OF THE FEDERAL AND
STATE WITHHOLDING TAXES ON THE BONUS.
DR. OWENS AGREES THAT UPON PAYMENT OF THE
BONUS (AND THE APPLICABLE FEDERAL AND STATE WITHHOLDING TAXES) BY THE COMPANY,
HE IS NOT ENTITLED TO ANY