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EXHIBIT 10.1
MUTUAL SETTLEMENT AND RELEASE AGREEMENT
This Mutual Settlement and Release Agreement (hereinafter the "Agreement")
is made by and between Power Technology, Inc. (hereinafter "PWTC"), Hugo P.
Pomrehn (hereinafter "Pomrehn"), F. Bryson Farrill (hereinafter "Farrill"), and
Lee Balak (hereinafter "Balak") (hereinafter jointly referred to as "Power"), on
the one hand, and Alvin Snaper (hereinafter "Al") and Neo-Dyne Research, Inc.
(hereinafter "Neo-Dyne") (hereinafter jointly referred to as "Snaper"), on the
other hand (all of the parties executing this Agreement are sometimes referred
to jointly hereinafter as the "Parties" and any one of them is sometimes
referred to hereinafter as a "Party").
1. RECITALS. The Parties hereto expressly acknowledge and agree as
follows:
A. On or about March 27, 2003, Plaintiff PWTC filed a Complaint
against Snaper in the Clark County, Nevada District Court, which was assigned
Case No. A465306, and Snaper thereafter counterclaimed against Power
(hereinafter the "Litigation"). The Litigation included without limitation
claims made with respect to the ownership of certain technologies and patents
developed while Al was affiliated with PWTC (hereinafter the "Technologies").
B. The Parties have answered the claims and counterclaims and have
been in the process of prosecuting and defending the Litigation.
C. The Parties hereto now desire to settle and resolve the disputes
currently at issue between them in the Litigation and relating to the
Technologies in accordance with the terms of this Agreement.
D. The "Related Persons and Entities" of PWTC shall refer to PWTC's
parent companies, divisions, subsidiaries, and affiliates, if any, all of its
current directors and officers, its attorneys of record in the Litigation, any
and all of its assigns or successors, and shall also refer to one of its owners:
Bernard J. Walter. The "Related Persons and Entities" of Neo-Dyne shall refer to
Neo-Dyne's parent companies, divisions, subsidiaries, and affiliates, if any,
all of its current directors and officers, its attorneys of record in the
Litigation, and any and all of its assigns, or successors, and its stockholders
and owners. The "Related Persons and Entities" of any individual Party hereto
shall refer to that individual's heirs, assigns, successors-in-interest, or
spouse.
<PAGE>
2. SETTLEMENT TERMS AND CONDITIONS. In consideration for the releases and
other promises set forth herein, the Parties agree as follows:
A. Al shall deliver an assignment to PWTC of Al's entire right,
title and interest throughout the world in the inventions and improvements which
are the subject of an application for United States Patent signed by him,
entitled CURRENT COLLECTOR STRUCTURE AND METHODS TO IMPROVE THE PERFORMANCE OF A
LEAD-ACID BATTERY, filed March 26, 2004, and assigned U.S. Serial Number
10/809,791; and to the inventions and improvements which are the subject of
International Patent Application Number PCT/US02/30607 filed September 25, 2002
at the World Intellectual Property Organization under the Patent Cooperation
Treaty, entitled CURRENT COLLECTOR STRUCTURE AND METHODS TO IMPROVE THE
PERFORMANCE OF A LEAD-ACID BATTERY, and to the invention and improvements which
are the subject of United States Patent 6,060,198, entitled ELECTROCHEMICAL
BATTERY STRUCTURE AND METHOD; these Assignments to include said applications,
any and all United States and foreign patents, utility models, and design
registrations granted for any of said inventions or improvements, and the right
to claim priority based on the filing date of said application under the
International Convention for the Protection of Industrial Property, the Patent
Cooperation Treaty, the European Patent Convention, and all other treaties of
like purposes; and the authorization of the Assignee to apply in all countries
<PAGE>
in Al's name or in its own name for patents, utility models, design
registrations and like rights of exclusion and for inventors' certificates for
said inventions and improvements; and Al agrees for himself and his respective
heirs, legal representatives and assigns, without further compensation to
perform such lawful acts and to sign such further applications, assignments,
Powers of Attorney, preliminary statements and other lawful documents as the
Assignee may reasonably request to effectuate fully the Assignments. Al
specifically agrees to execute and deliver the Powers of Attorney, Assignments,
and Declarations attached to this Agreement as Exhibits 1-11 hereto (Snaper's
execution of Exhibits 4 and 6 containing Chinese language and characters is
based on PWTC's representation that the translation of this language and these
characters is substantially and materially the same as the English text
appearing thereabove on the same document).
B. Al and Neo-Dyne release and discharge PWTC, Farrill, Pomrehn, and
Balak, indemnify them, and hold them harmless of and from any and all claims
that were asserted or could have been asserted in the Counterclaim filed by Al
and Neo-Dyne in the Litigation. Such indemnification and hold harmless agreement
is limited to protecting the indemnitees from any action brought or
intentionally caused to be brought by Al, and does not relate to independent
claims by third parties. The release shall not constitute an admission by either
party as to the viability of any claims or defenses, except that Al and Neo-Dyne
shall acknowledge that PWTC has produced copies of thousands of pages of
accounting and financial records and having examined them, Al and Neo-Dyne find
no evidence that Farrill or Pomrehn has breached any duty to PWTC or acted in
any inappropriate manner, and partially in exchange for Al and Neo-Dyne
executing this Agreement containing the aforemade statement Farrill and Pomrehn
sign the releases referenced herein and agree not to make any claim against Al
and Neo-Dyne relating to their being named in the Litigation being settled
hereunder or relating to Al and Neo-Dyne's aforestated statement.
<PAGE>
C. Al shall retain the share certificates evidencing his ownership
of 664,155 shares of common stock of PWTC. Al agrees that for the one-year
period immediately following the execution of this Agreement, without the
express written permission of the Board of Directors of PWTC, Al shall not sell
or transfer ownership of any of the shares of common stock of PWTC owned by Al.
One year after the execution of this Agreement, Al shall be free to sell or
transfer ownership of his shares of common stock of PWTC by presenting to PWTC's
Transfer Agent his share certificates and a legal opinion satisfactory to the
Transfer Agent that the restrictive legend on the share certificates should be
removed pursuant to SEC Rule 144 K or any other exemption and Power shall not
object to the removal of the restrictions on the transfer or sale of Al's shares
of common stock of PWTC. PWTC agrees that if it lifts any current restriction on
Bernard J. Walter or Lee Balak transferring any of their stock, it will also
concurrently lift the foregoing one-year restriction with respect to transfers
of Al's stock and will concurrently provide Al with immediate notice thereof.
D. PWTC shall pay Al $20,000.00, and Al shall not pay any monies to
PWTC.
E. PWTC, Balak, Farrill, and Pomrehn release and discharge Al and
Neo-Dyne, indemnify them, and hold them harmless of and from any and all claims
that were asserted or could have been asserted in the Litigation. Such
indemnification and hold harmless agreement is limited to protecting the
indemnitees from any action brought or intentionally caused to be brought by
PWTC, and does not relate to independent claims by third parties. The release
does not constitute an admission by either party as to the viability of any
claims or defenses.
<PAGE>
F. PWTC shall surrender to Al all recordings of telephone message
left on the voice mail of 281-804-9954 on or about November 18, 2004 at or about
12:41 p.m. Central Daylight Time.
G. Snaper shall deliver to PWTC in its "as is" condition and waive
any claim of ownership of two large Edison batteries containing three cells each
(totaling six cells) in Snaper's possession, all shipping costs to be paid by
PWTC.
H. Snaper and their counsel may retain, until the "Return Date"
specified below, all copies of all discovery materials and documents produced by
PWTC in this Litigation (hereinafter, the "PWTC Responses") and all copies of
all financial records of PWTC that were created or maintained by Al during his
term as an officer or director of PWTC (the "PWTC Financial Documents") subject
to the following conditions. Snaper expressly agrees that the PWTC Responses and
the PWTC Financial Documents will be retained only in order to allow Snaper to
produce or utilize any of the same as may become relevant in any manner Snaper
sees fit in the defense (which shall include the prosecution of related
counterclaims or third-party claims) of certain litigation pending against Al
and brought by Stephen Zrenda known as Clark County, Nevada District Court Case
No. A493659, or in the defense (as defined above) of any other litigation which
might be brought against Snaper prior to the resolution of the Zrenda Case No.
A493659 litigation, including for rebuttal purposes or to impeach the character
or credibility of any witness or party. If Snaper produces or utilizes any of
the PWTC Responses or the PWTC Financial Documents in any litigation, Snaper
shall give written notice to PWTC at 1770 St. James Place, Suite 115, Houston,
Texas, 77056, and specify which documents from the PWTC Responses or the PWTC
Financial Documents Snaper has produced or utilized. The PWTC Responses and the
<PAGE>
PWTC Financial Documents shall otherwise not be shared with or disclosed to any
third parties other than Snaper's counsel and shall otherwise be maintained as







