Exhibit 10.39
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SEPARATION AND MUTUAL RELEASE AGREEMENT
THIS
SEPARATION AND MUTUAL RELEASE AGREEMENT (this "Agreement") is
entered
into as of February 19, 2007 (the "Execution Date") by and between
Joel Hoffner
("Hoffner") and Paragon Technologies, Inc. (the "Company").
WHEREAS, Hoffner has been serving as President and Chief Executive
Officer
of the Company as a full-time employee;
WHEREAS, Hoffner desires to resign from his positions as a
director,
officer and employee of the Company effective as of March 1, 2007
(the
"Termination Date"); and
WHEREAS, in appreciation of Hoffner's service to the Company and
his
undertakings in this Agreement, the Company has agreed to
provide
Hoffner with certain rights and benefits, subject to the execution
of this
Agreement.
NOW,
THEREFORE, in consideration of these premises and the mutual
promises
contained herein, and intending to be legally bound hereby, the
parties agree
as follows:
1.
Consideration; Acknowledgements; Cessation of Service.
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(a)
Hoffner
hereby resigns all positions held with the Company as
a director, officer and employee effective as of the Termination
Date.
(b) In
consideration for Hoffner entering into this Agreement and
provided that Hoffner does not fail to comply with the terms of
this Agreement,
Hoffner shall continue to receive his regular salary and all
employee benefits,
including monthly auto allowance and compensation for accrued
unused vacation ,
for a period of one (1) month following the Termination Date, until
March 31,
2007.
(c)
Hoffner acknowledges that: (i) Hoffner has no entitlement
under any other
severance or similar
arrangement maintained
by the Company or
any of its affiliates and (ii) except as otherwise provided
specifically in this
Agreement, the Company
has no other liability or obligation to Hoffner. Hoffner
further acknowledges
that, in the absence
of his execution of this Agreement,
the benefits specified above in Section 1(b) would not otherwise be
due to him.
2.
General
Release.
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(a) Hoffner
hereby fully and forever releases and discharges the
Company, and all predecessors and successors, assigns,
stockholders, affiliates,
officers, directors, trustees, employees, agents and attorneys,
past and present
(the Company
and each such
person or entity
is referred to as a "Released
Person") from
any and all claims, demands, liens, agreements, contracts,
covenants, actions, suits, causes of action, obligations,
controversies,
debts,
costs, expenses, damages, judgments, orders and liabilities, of
whatever kind or
nature, direct or
indirect, in law, equity or otherwise, whether known or
unknown, arising through the date of this Agreement, including, but not limited
to, any claims for relief or causes of action under any federal,
state or local
statute, ordinance or
regulation regarding discrimination in employment and any
claims, demands or
actions based upon alleged
