Exhibit 10.46.1
SEPARATION AND RELEASE
AGREEMENT
I, David Carnevale
(“Employee,” “me” or “I”),
understand that my position with American Technology Corporation
(the “Company”) was terminated effective
September 19, 2006 (the “Separation Date”). The
Company has agreed that in exchange for my signature on this
Agreement and the promises and covenants herein, the Company will
pay me severance in the amount of $52,500 (Fifty Two Thousand Five
Hundred Dollars and No Cents) minus the standard withholdings and
deductions. This payment will be made within five (5) business
days after the expiration of the revocation period described below.
I understand that I am not entitled to this severance payment
unless I sign and do not revoke this Agreement. I understand and
agree that in addition to this severance the Company has paid me
all of my accrued salary and vacation, to which I am entitled by
law.
In exchange for the consideration
provided to me by this Agreement that I am not otherwise entitled
to receive, I hereby unconditionally and completely release the
Company and its directors, officers, employees, shareholders,
partners, agents, attorneys, predecessors, successors, parent and
subsidiary entities, insurers, affiliates, and assigns from any and
all claims, liabilities and obligations, both known and unknown,
that arise out of or are in any way related to events, acts,
conduct, or omissions occurring prior to my signing this Agreement.
This general release includes, but is not limited to: (1) all
claims arising out of or in any way related to my employment with
the Company or the termination of that employment; (2) all
claims related to my compensation or benefits from the Company,
including salary, bonuses, commissions, vacation pay, expense
reimbursements, severance pay, fringe benefits, stock, stock
options, or any other ownership interests in the Company;
(3) all claims for breach of contract, wrongful termination,
and breach of the implied covenant of good faith and fair dealing;
(4) all tort claims, including claims for fraud, defamation,
emotional distress, and discharge in violation of public policy;
and (5) all federal, state, and local statutory claims,
including claims for discrimination, harassment, retaliation,
attorneys’ fees, or other claims arising under the federal
Civil Rights Act of 1964 (as amended), the federal Americans with
Disabilities Act of 1990, the federal Age Discrimination in
Employment Act of 1967 (as amended) (“ADEA”), and the
California Fair Employment and Housing Act (as amended) and other
analogous state and local laws or regulations.
In giving this release, which
includes claims which may be unknown to me at present, I hereby
acknowledge that I have read and understand Section 1542 of
the Civil Code of the State of California which reads as
follows:
A general release does not extend
to claims which the creditor does not know or suspect to exist in
his or her favor at the time of executin
