RESIGNATION AGREEMENT AND MUTUAL
RELEASE
This
Resignation Agreement and Mutual Release (the
“Agreement”) is entered into this 5th day of June,
2008, by and between Neuro-Hitech, Inc., a Delaware
corporation (“Employer” or “Company”),
and Gary Shearman (“Employee”).
Recitals
A.
Employee
has been employed by Employer as Chief Executive Officer and
President since August 27, 2007, pursuant to an Employment
Agreement dated August 22, 2007 (the “Employment
Agreement”).
B.
Employer
and Employee have decided that Employee will resign from
Employer, effective June 5, 2008, under the terms set forth
herein.
NOW,
THEREFORE, in consideration of the promises contained herein,
the adequacy of which is hereby acknowledged, the parties
agree as follows:
Agreements
Section 1
Resignation Date
Employee
hereby resigns his employment with Employer and resigns as an
officer of Employer and as a member of Employer’s board
of director, effective at the close of business on June 5,
2008 (the “Resignation Date”).
Section 2
Separation Pay & Benefits
A.
Accrued Salary and Vacation .
At the first regularly scheduled payroll date following the
Resignation Date, Employer will issue Employee a final paycheck for
(i) all accrued but unpaid salary as of the Resignation Date, less
required and authorized tax withholding and deductions, (ii) one
week’s vacation pay (valued at $9,375.00), less required and
authorized tax withholding and deductions and (iii) reimbursable
business expenses upon submission of an applicable report in an
approximate amount of $5000.
B.
Severance .
In addition, Employer shall pay Employee in a lump sum the amount
of $275,000, less required and authorized tax withholding and
deductions. This payment shall be made within five business days of
the expiration of the Revocation Period (as defined
below).
C.
Medical/Dental .
Employer agrees to pay $22,560.84 representing Employee’s
medical and dental coverage premium for 12 months. This payment
shall be made within five business days of the expiration of the
Revocation Period.
D.
Attorney Fees .
Employer shall pay Employee’s attorney’s fees
associated with Employee’s resignation in the amount of
$4,000 payable to Halberstadt Curley, LLC within five business days
of the expiration of the Revocation Period.
Section 3
Stock Options and Stock
Employee
agrees that no stock options granted to him through the
Employment Agreement or any other agreement have been
exercised, and all such stock options are terminated by this
Agreement.
Section 4
Employment Agreement: Non Competition and Confidential
Information
Employee
agrees that the Noncompetition and Nonsolicitation provisions
in Section 7, and the terms of Section 8 (Confidential
Information), of the Employment Agreement shall remain in full
force and effect, are incorporated herein by reference and
Employee agrees to continue to be bound by the restrictions
and limitation set forth in Sections 7 and 8 of the Employment
Agreement.
Section 5
No Other Compensation or Benefits
Except
as otherwise expressly stated in this Agreement or as
otherwise required by law, (a) the Employment Agreement shall
be deemed terminated, (b) Employee shall have no further
rights under the Employment Agreement, and (c)
Employee’s participation in, entitlement to and accrual
of all other compensation and benefits shall cease as of the
Resignation Date.
Section 6
Property
Employee
agrees to return all property of Employer, including all
copies, excerpts and summaries of such property in whatever
form, within 30 days of the Resignation Date.
Section 7
Board Minutes
Employer’s
Board of Directors shall approve all outstanding minutes of
the Board of Directors prior to the execution of this
Agreement. Employee will be provided a copy of all minutes of
the Board of Directors adopted during the period of his
employment.
Section 8
Non Disparagement/Confidentiality
The
parties agree not to make any oral or written
statem
| 
