Exhibit 10.2
Exhibit A
SEPARATION AGREEMENT AND
GENERAL
RELEASE OF ALL CLAIMS
This Separation Agreement and
General Release of All Claims (“Agreement”) is made by
and between Tim Hart (“Employee”) on the one hand, and
Maxwell Technologies, Inc. (“the Company”) on the
other. (Collectively, Employee and the Company shall be referred to
as “the Parties.”)
1. Employee is a former employee of
the Company. Employee’s last day of employment with the
Company was March 26, 2009 (Termination Date). The Parties
desire to resolve any and all differences related to
Employee’s employment with the Company and/or the cessation
of that employment. For these reasons, the Parties have entered
into this Agreement.
2. a. All vacation accrual, salary
and other employee compensation and benefits of Employee ceased on
the Termination Date. Employee acknowledges that he has been paid
all salary and accrued but unused vacation time as of
March 26, 2009 and that, except as expressly stated below in
this Agreement, Employee is not entitled to receive any other
payments, compensation or benefits from the Company at any time in
the future.
b. If Employee enters into this
Agreement in a timely manner as specified below in Sections 14
through 16, the Company will provide Employee with:
(1) a cash severance payment of $91,131.44, less all
applicable withholdings, paid on the Company’s normal payroll
date next following the Effective Date of this Agreement, as
defined below in paragraph 16; and
(2) amendments to his stock options as follows:
(A) each stock option that he holds as of immediately prior to
this Termination Date shall be deemed to be vested with respect the
number of shares as to which it is otherwise vested as of such
date, plus an additional number of shares that equals the number
that would have been vested had Employee’s service continued
with the Company for an additional six (6) months, and
(B) all stock options referred to in clause (A) above
shall remain exercisable until the earlier of
(i) June 23, 2009, or (B) the date on which other
Company stock options are terminating under their terms in
accordance with the stock plan of the Company. Employee and the
Company agree that as a result of giving effect to this paragraph
2(b)(2), the following comprises all of Employee’s
outstanding, vested Company equity awards as of the Effective Date
hereof: 125,000 shares.
3. In consideration of and in return
for the promises and covenants undertaken herein by the Company,
including without limitation, the severance payment Employee will
receive under paragraph 2(b) herein, and for other good and
valuable consideration, receipt of which is hereby acknowledged,
Employee does hereby acknowledge full and complete satisfaction of
and does, to the fullest extent permitted by applicable law, hereby
release, absolve and discharge the Company and the Company’s
parents, subsidiaries, affiliates, related companies and business
concerns, past and present, and each of them, as well as each of
their partners, trustees, directors, officers, agents, assigns,
attorneys, servants and employees, past and present, and each of
them (hereinafter collectively referred to as
“Releasees”) from any and all claims, demands, liens,
agreements, contracts, covenants, actions, suits, causes of action,
grievances, obligations, debts, expenses, damages, judgments,
orders and liabilities of whatever kind or nature in local, state
or federal law, equity or otherwise, whether known or unknown to
Employee which Employee now owns or holds or has at any time owned
or held as against Releasees, or any of them, including
specifically but not exclusively and without limiting the
generality of the foregoing, any and all claims, demands,
grievances, agreements, obligations and causes of action, known or
unknown, suspected or unsuspected by Employee: (1) arising out
of Employee’s employment with the Company or the ending of
that employment; or (2) arising out of or in any way connected
with any claim, loss, damage or injury whatever, known or unknown,
suspected or unsuspected, resulting from any act or omission by or
on the part of the Releasees, or any of them, committed or omitted
on or before the Effective Date of this Agreement. Also without
limiting the generality of the foregoing, Employee specifically
releases the Releasees from any claim for attorneys’ fees
and/or costs of suit. EMPLOYEE SPECIFICALLY AGREES AND ACKNOWLEDGES
EMPLOYEE IS WAIVING ANY RIGHT TO RECOVERY BASED ON STATE OR FEDERAL
AGE, SEX, PREGNANCY, RACE, COLOR, NATIONAL ORIGIN, MARITAL STATUS,
RELIGION, VETERAN STATUS, DISABILITY, SEXUAL ORIENTATION, MEDICAL
CONDITION, OR OTHER ANTI-DISCRIMINATION LAWS, INCLUDING, WITHOUT
LIMITATION, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE AGE
DISCRIMINATION IN EMPLOYMENT ACT, THE AMERICANS WITH DISABILITIES
ACT AND THE CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, OR BASED ON
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT, ALL AS AMENDED,
WHETHER SUCH CLAIM BE BASED UPON AN ACTION FILED BY EMPLOYEE OR BY
A GOVERNMENTAL AGENCY.
4. It is the intention of Employee
in executing this Agreement that it shall be effective as a bar to
each and every claim, demand, grievance and cause of action
hereinabove specified. In furtherance of this intention, Employee
hereby expressly waives any and all rights and benefits conferred
upon Employee by the provisions of Section 1542 of the
California Civil Code and expressly consents that this Agreement
shall be given full force and effect according to each and all of
its express terms and provisions,
including those relating to unkn
