Exhibit 10.1
AGREEMENT AND RELEASE
Agreement and Release ("Agreement") executed this 31st day of
January, 2007, by and between David Conway ("Employee") who resides
at 22 North
Drive, Plandome, New York 11030, and Water Chef, Inc. located at
1007 Glen Cove
Avenue, Glen Head, NY 11545 ("the Company").
WHEREAS, Employee and Water Chef, Inc. entered into an Employment
Agreement dated January 1, 2004 ("Employment Agreement"), which
Employment
Agreement is attached hereto as Exhibit "A;"
NOW, THEREFORE, in consideration of the mutual promises, covenants
and undertakings described below and other good and valuable
consideration, the
receipt and sufficiency of which are hereby acknowledged by the
parties, the
parties agree as follows:
1. Employee's employment with the Company shall continue in such
capacity, and for such duration, as management shall deem
appropriate, and
employee, as of January 29, 2007, shall resign from his duties and
responsibilities of the office of Chief Executive Officer and
Chairman of the
Board, and shall forfeit those titles as of this date.
2. (a) The Company shall accept Employee's resignation as Chief
Executive Officer and Chairman of the Board of Directors effective
January 29,
2007, provided Employee submits to the Company a letter of
resignation in the
form attached hereto as Exhibit B.
(b) The Company shall accept Employee's resignation as a Director
of Water Chef, Inc. as of January 29, 2007. As of that date his
duties,
authority and responsibilities as a Director shall cease.
(c) Contemporaneously with the execution of this Agreement,
Employee waives any right, title or interest in and to the twenty
million
(20,000,000) shares of common stock that he currently owns in Water
Chef, Inc.
and returns to Leslie Kessler the original certificate(s), endorsed
in blank
with a medallion guaranteed signature.
(d) Employee waives any right, title and interest to any accrued
payroll, notes payable, stock appreciation rights previously
granted to the
Employee and/or compensation in the form of severance payments
pursuant to
Section 4 of the Employment Agreement.
3. Employee agrees and acknowledges that the benefits provided for
in paragraphs "2(a)," "2(b)" and "5(c)" herein exceed any benefits
to which he
would otherwise be entitled under any policy, plan, and/or
procedure of the
Company or any agreement with the Company. Employee acknowledges
that he has
been fully compensated for work performed up to and including
January 29, 2007,
and that his compensation for such new duties as will be assumed
after January
30, 2007 shall be determined by management.
4. Employee shall have up to twenty-one (21) days from the date of
his receipt of this Agreement to consider the terms and conditions
of the
Agreement. Employee may accept this Agreement by executing it at
any time within
twenty-one (21) days, before a notary and returning it to Leslie
Kessler,
President, Water Chef, Inc., 1007 Glen Cove Avenue, Glen Head, NY
11545 , no
later than 5:00 p.m. on the twenty-first (21st) day after
Employee's receipt of
this Agreement ("Agreement and Release Return Date"). The effective
date of this
Agreement shall be the day following Employee's signing of this
Agreement (the
"Release Effective Date"). In the event Employee does not accept
this Agreement
as set forth above, this Agreement, including but not limited to
the obligation
of the Company and its subsidiaries and affiliates to provide the
benefits
referred to in paragraphs "2(a)," "2(b)" and "5(c)" herein, shall
automatically
be deemed null and void.
5. (a) In consideration of the benefits referred to in paragraphs
"2(a)," "2(b)" and "5(c)" herein Employee for himself and for his
heirs,
executors, and assigns (hereinafter collectively referred to as the
"Releasors"), forever releases and discharges the Company and any
and all of
their parent corporations, subsidiaries, divisions, affiliated
entities,
predecessors, successors and assigns, and any and all of its or
their employee
benefit and/or pension plans or funds, and any of its or their past
or present
officers, directors, stockholders, agents, trustees,
administrators, employees
or assigns (whether acting as agents for such entities or in their
individual
capacities), (hereinafter collectively referred to as "Releasees"),
from any and
all claims, demands, causes of action, fees and liabilities of any
kind
whatsoever (based upon any legal or equitable theory, whether
contractual,
common-law, statutory, decisional, federal, state, local or
otherwise), whether
known or unknown, which Releasors ever had, now have or may have
against
Releasees by reason of any actual or alleged act, omission,
transaction,
practice, conduct, occurrence, or other matter from the beginning
of the world
up to and including the Release Effective Date.
(b) Without limiting the generality of the foregoing subparagraph
"(a)", this Agreement is intended to and shall release the
Releasees from any
and all claims arising out of Employee's employment with Releasees
and/or the
termination of Employee's employment, including but not limited to
any claim(s)
under or arising out of (i) Title VII of the Civil Rights Act of
1964, as
amended; (ii) the Americans with Disabilities Act, as amended;
(iii) the
Employee Retirement Income Secu
