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RELEASE AND SEVERANCE
AGREEMENT
This Release and Severance Agreement executed this 28th day of
February,
2007, by and between and R.I. HELLER & Co., LLC, (hereinafter
"RI HELLER"),
WILLIAM N. PLAMONDON III (hereinafter "Plamondon"), ERIN DAVIS
(hereinafter
"Davis"), FRANK JACKSON, (hereinafter "Jackson") and AMERICAN
TECNOLOGIES GROUP,
INC., (hereinafter "ATGR"), and shall constitute the formal
agreement of the
parties hereto providing for the resignation of Plamondon as Chief
Executive
Officer of ATGR, providing for the transfer of all shares of common
stock of
ATGR owned by RI Heller (the "Shares") to ATGR, and further
providing for the
orderly transition of records and related matters to the newly
appointed Chief
Executive Officer of ATGR.
In consideration of the premises and mutual promises contained
herein, it
is hereby agreed as follows:
1. Resignation and Transition Services. Plamondon hereby tenders
his
resignation to the Board of Directors of ATGR, such resignation to
be effective
March 1, 2007. Prior to the effective date of his resignation
Plamondon shall
continue to act as the ATGR's Chief Executive Officer and shall, in
anticipation
of the transition of his duties, deliver or cause to be delivered
to the Board
or its designees all documents and records in his possession
relating to the
operations of ATGR. In addition, from and after the execution of
this Agreement,
Plamondon shall cooperate with Board of ATGR, its agents, and
designees by
furnishing information and providing reasonable assistance in
connection with
any filing obligations, actions, proceedings, arrangements or
disputes of any
nature with respect to ATGR's operations in order to provide for an
orderly
transition of his duties as Chief Executive Officer to his
successor or
successors. Without limiting the foregoing, Plamondon agrees that
he shall be
available by and e-mail and telephone during business hours to
answer any
questions of ATGR's officers, auditors, accountants, and attorneys
in order to
allow ATGR to timely file a form 10-Q on or before March 15,
2007.
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2. Delivery of Shares. On March 1, 2006 RI Heller shall deliver,
without
charge, all of the Shares to ATGR or its designee. In order to
effectuate such
transfer, Plamondon and RI Heller shall deliver to ATGR's transfer
agent or
other designated agents such certificates, transfer powers,
endorsements, or
other documents as may be required to transfer the Shares to
ATGR.
3. Payment for Services. Plamondon, Davis, Jackson and RI Heller
agree to
accept, as payment in full for the services that they and their
affiliates have
provided to ATGR, the sum of $120,000, $10,0
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