SEPARATION AGREEMENT AND
GENERAL RELEASE
This Separation Agreement and General Release
(“Agreement” herein) is made and entered into as of
this 11th day of November, 2008, by and between Alan McGrevy, a
resident of Camarillo, California (“ MCGREVY ”),
and Kreido Biofuels, Inc., a Nevada corporation having its
principal place of business in the State of California
(“Kreido ”), and Kreido Laboratories, a
California corporation ( together with Kreido, the “
Company ”).
A. MCGREVY has been employed as an officer
of Kreido and as an officer of Kreido Laboratories pursuant to a
certain Employment Agreement dated April 10, 2007 (the “
Employment Agreement ”).
B. The parties desire to terminate the
employment of MCGREVY by the Company effective on the effective
date set forth below.
C. MCGREVY holds options (“
Options ”) to purchase shares of Kreido common stock
the excise price of which is significantly greater than the market
value of Kreido common stock and the parties desire to terminate
said options.
D. Although there are no known disputes
currently existing between MCGREVY and Company, the parties wish to
permanently provide for and resolve any and all disputes that could
arise out of MCGREVY’s employment with Company and the
termination of MCGREVY’s employment.
For and in consideration of the mutual covenants
herein contained and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties do hereby agree as follows:
1. TERMINATION OF EMPLOYMENT
. MCGREVY and the Company hereby agree that the employment of
MCGREVY by the Company shall cease, without further notice or
action on the Effective Date. The termination of MCGREVY’s
employment shall also terminate the Employment Agreement but shall
not terminate or release MCGREVYS from any obligation, covenant or
liability under the Employment Agreement that expressly survives
termination of the Employment Agreement, except as specifically
provided herein.
2. NO DISPUTES OR ADMISSIONS
. The parties agree that this Agreement, and the performance of the
acts required hereunder do not constitute an admission of
liability, culpability, negligence or wrongdoing on the part of
anyone, and will not be construed for any purpose as an admission
of liability, culpability, negligence or wrongdoing by any party
and/or by any party’s current, former or future predecessors,
successors, officers, directors, shareholders, agents, employees
and assigns. MCGREVY and Company hereby acknowledge that there
exists no disagreements, disputes, misunderstandings or
misinterpretations by and among them with regard to MCGREVY’s
employment or any act or omission as an officer or employee of
Company and/or his termination of such employment. In furtherance
of the foregoing:
(a) MCGREVY’s employment with Company
shall terminate voluntarily effective as of the Effective
Date;
(b) No accrued but unpaid salary or other
compensation is owed to MCGREVY by Company. No accrued but unpaid
paid time off is due and payable to MCGREVY;
(c) No reimbursable expenses are due and
payable to MCGREVY; and
(d) As of the date of this Agreement,
MCGREVY has not suffered any on the job injuries, family or medical
leave claims, occupational diseases or wage or overtime claims
relating to MCGREVY’s employment at the Company.
(a) Fixed Severance Pay . Kreido agrees
that on the Effective Date, it will pay, to MCGREVY, the gross sum
indicated in the space below as the Fixed Severance Payment, less
all applicable withholding and payable taxes and benefits,
contributions or payments that are billed in arrears (“
Fixed Severance Payment ”). MCGREVY acknowledges that
the Fixed Severance Payment is made by Kreido in consideration of
the general release and other covenants set forth herein below, the
knowing waiver of employment-related claims and all other covenants
given by MCGREVY pursuant to this Agreement. In addition, the
Company will pay MCGREVY on the Effective Date his salary and
accrued but unpaid paid time off pay through November 30,
2008, less all applicable withholding and payroll taxes and
benefits, contributions or payments.
(b) Contingent Severance Pay . Kreido
agrees to pay MCGREVY only upon the execution and delivery on or
before January 31, 2009 of an agreement to sell all or
substantially all of the assets of the Company ( a “
Purchase Agreement ”) a payment in the gross sum
indicated in the space below as Contingent Severance Pay (the
“ Contingent Severance Pay ”).
(c) Repurchase Of Options . MCGREVY has
been granted the following stock options:
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Exercise
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Price per
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Option Share
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Option Shares Vested as
of
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Grant
Date
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share
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Quantity
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Effective Date
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$
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0.09
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270,781
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270,781
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$
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1.20
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308,125
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308,125
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April 10, 2007, repriced February 1,
2008
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$
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0.33
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271,875
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163,125
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On the
Effective Date, Kreido will repurchase all Options to purchase
shares of Kreido common stock from MCGREVY for $750.00.
(d) Reference Letter . Kreido agrees to
provide MCGREVY with a reference letter signed by the Chief
Executive Officer of Kreido, which MCGREVY may use in his future
employment endeavors.
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(e) Continuation of Medical Insurance
Benefits . The Company’s group medical insurance for
MCGREVY and his dependents will continue through December 31,
2008. The Company will promptly provide MCGREVY with written
materials which describe his rights to continue his and his
dependents’ participation in Kreido’s group provider
medical plan pursuant to the provisions of the Consolidated Omnibus
Budget Reconciliation Act (“ COBRA ”) commencing
January 1, 2009. If MCGREVY timely elects to continue his and
his dependents’ participation in such plan pursuant to the
provisions of COBRA, Kreido will issue checks to MCGREVY payable to
the COBRA administrator to pay the cost of MCGREVY’s COBRA
premiums for the month of December, 2008 (the “
Coverage ”) upon the delivery to Kreido by MCGREVY of
a copy of the invoice from the COBRA administrator documenting the
premium that is due for the continued participation. After
December 31, 2008 continued participation shall be at
MCGREVY’s expense. Nothing herein shall limit the right of
Kreido to change the provider and/or the terms of its group
healthcare plans for its employees at any time
hereafter.
(f) Cooperation Period . MCGREVY agrees
to make himself available from time to time between the Effective
Date and January 31, 2009 when reasonably requested by the
Company, to assist and cooperate with the Company with matters
related to the business and affairs of the Company.
(a) Release. MCGREVY, for himself and for
each of his affiliates, successors and assigns, knowingly and
voluntarily waives, and fully and forever releases and discharges
Company and each of its past, present and future officers,
directors, agents, employees, attorneys, independent contractors,
and affiliates, and their respective successors and assigns
(collectively, the “ Kreido Releasees ”) from
any and all liabilities, charges, claims, promises, demands,
losses, rights, and actions, of any kind or nature, in law or in
equity, actual or contingent, known or unknown, related to or
arising out of his employment with Company or its termination which
have arisen, occurred or existed at any time prior to the Effective
Date of this Agreement. MCGREVY understands and agrees that this
release and waiver applies to any and all forms of monetary or
other relief which he might seek in connection with his employment
or its termination.
(b) Knowing Waiver Of Employment-Related
Claims . MCGREVY understands and agrees that, with the
exception of potential employment-related claims specifically
identified below, he is waiving any and all rights he may have or
has, or in the future may have, to pursue against any of the Kreido
Releasees any and all remedies available to him under
employment-related causes of action, including without limitation,
claims of wrongful discharge, breach of contract, breach of
covenant of good faith and fair dealing, fraud, misrepresentation,
violation of public policy, defamation, discrimination, harassment,
personal injury, physical or emotional distress, interference with
prospective economic advantage, claims for severance (except as
provided for in this Agreement), claims for benefits or perquisites
of exercise (including stock options). These include a release of
all claims under any federal, state or local laws or regulations
including, but not limited to, claims under: Title VII of the Civil
Rights Act of 1964, as amended, 42 U.S.C. §2000e et .
seq .; the Age Discrimination in the Employment Act, 29
U.S.C. §621 et . seq .; the Americans With
Disabilities Act; the Federal Rehabilitation Act; the Family and
Medical Leave Act; Sarbanes-Oxley Act of 2002, 18 U.S.C.
§1514A et . seq .; Civil Rights Employment
Statutes, 42 U.S.C. §§1891 through 1988; Employment
Retirement Income Security Act of 1974, 29 U.S.C. §1001
et . seq .; National Labor Relations Act 29 U.S.C.
§151 et . seq .; the Health Insurance
Portability and Accounting Act of 1996, Pub. Law 104-191; the Equal
Pay Act of 1963; the Fair Credit Reporting Act, 15 U.S.C. §
1681, et . seq .; the California Fair Employment and
Housing Act; the California Family Rights Act; California
La
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