SEPARATION AGREEMENT AND GENERAL
RELEASE
This Separation Agreement and General Release (this
"Agreement") is between Jeffrey R. Hultman ("Employee") and Siena
Technologies, Inc. ("Siena"), dated as of the 25 th day
of May 2007. Employee and Siena are referred to collectively as the
“Parties.”
WHEREAS, Employee is currently serving as a Director
and as the Chief Executive Officer at Siena, and Siena and Employee
have mutually determined to conclude and terminate their employment
relationship and Employee’s service on the Board of Directors
of Siena on the terms provided herein; and
WHEREAS, Employee and Siena desire to resolve all
claims, disputes and causes of action which Employee, Employee's
heirs, executors, administrators and assigns (the “Employee
Released Parties”) have or may have against Siena and its
officers, directors, agents, employees, agents, successors and
assigns (the “Siena Released Parties”) and all claims,
disputes and causes of action which the Siena Released Parties may
have against the Employee Released Parties;
NOW THEREFORE, the Parties hereby agree as
follows:
1.
Resignation . Employee hereby resigns as a Director at Siena
effective immediately. Employee hereby resigns as the Chief
Executive Officer of Siena effective upon the close of business on
Friday, May 25, 2007 (the "Separation Date").
2.
Payment . In addition
to payment of salary through the Separation Date, Siena shall pay
Employee the sum of (i) $96,000, less any applicable withholding
taxes, which is equal to Employee’s current monthly salary,
for a period of six months, in accordance with Employee’s
Employment Agreement effective March 7, 2005, (ii) Employee’s
monthly car allowance for a period of six months, (iii)
Employee’s monthly life insurance allowance for a period of
six months and (iv) Employee’s accrued and unpaid vacation
pay. Siena may make the Separation Payment in a lump sum payment on
June 15, 2007 or in twelve (12) equal installments to be paid twice
per month for the six (6) months immediately following June 15,
2007 on the same dates that Siena pays its employees.
3.
Termination of Stock Options and
Warrants . Effective as of the Separation
Date, all of Employee’s outstanding options, and warrants to
purchase the common stock of Siena or other securities issued by
Siena shall be terminated and cancelled and shall be of no further
force and effect.
4.
Release of Siena .
Effective as of the Separation Date, except for the obligations of
Siena under this Agreement, Employee, on behalf of Employee and the
Employee Released Parties, does hereby release, acquit and forever
discharge the Siena Released Parties from any and all liabilities,
damages, causes of action and claims of any nature, kind or
description whatsoever including, but not
limited to: (i) all known, unknown and unanticipated claims of
whatever kind and nature,
whether foreseen or unforeseen; (ii) any and all
known, unknown and unanticipated claims or causes of action for
costs and attorneys' fees; and (iii) any and all known, unknown and
unanticipated clai
