SEPARATION, SEVERANCE AND RELEASE
AGREEMENT
THIS SEPARATION, SEVERANCE AND RELEASE AGREEMENT
(the “ Agreement ”) is made and entered
into by and between TechPrecision Corporation
(hereinafter the “ Company ”) and James
Reindl (“ Employee ”), as of March 31,
2009 (the “ Effective Date
”). Company and Employee are each a “
Party ” and together, the “
Parties ”.
RECITALS
WHEREAS, Employee and the Company
are parties to an Employment Agreement dated April 1, 2007 (the
“ Employment Agreement ”) in connection
with his employment with the Company;
WHEREAS, Employee has resigned from
his employment with the Company, effective March 31, 2009 (the
“ Resignation Date ”), and Employee shall
not be entitled to payments under the Employment Agreement related
to his separation of employment;
WHEREAS, the Parties desire to enter
into an Agreement whereby Employee will be able to receive certain
payments to which he is not otherwise entitled upon resignation of
his employment, and he will make himself available and perform
transition services when and as needed for three months following
the Resignation Date.
NOW THEREFORE, in consideration of
the covenants and promises contained herein, the Parties hereto
agree as follows:
1. Agreement and
Acknowledgment By Employee . Employee hereby acknowledges
that he has resigned from his employment with Company as of the
Resignation Date. In exchange for the payments and other
consideration described in Section 2 below, Employee agrees to be
bound by the terms of this entire Agreement.
2. Agreements By
the Company . Conditioned on Employee not breaching
any of its representations or covenants hereunder, the Company
agrees to the following:
a. the Company shall
make severance payments to Employee during the twelve (12) months
after the expiration of the Revocation Period (as defined in
Section 14) (the “ Severance Period ”) in
a gross amount of up to $162,500 . 04 which amount shall be
subject to applicable tax withholdings and shall be paid as
follows:
(i) during the first
six (6) months of the Severance Period, the Company shall pay
Employee at a gross monthly rate of $16,666.67; and
(ii) during the
remaining six (6) months of the Severance Period, the
Company shall pay Employee at a gross monthly rate of
$10,416.67.
All such amounts shall be payable according to
the Company’s normal payroll schedule, commencing on the
first regular payroll date during the Severance Period.
a. As of the
Effective Date and for three (3) months thereafter (the “
Transition Period ”), Employee
shall make himself available when and as reasonably requested by
the Interim Chief Executive Officer or his designee, and will
respond to inquiries and otherwise provide assistance in
transitioning Employee’s duties to the Interim Chief
Executive Officer and other members of Company
management. Employee shall perform any such services in
exchange for the amounts to be paid to him under Section 2 hereof,
and without any additional compensation therefore.
b. During the
Transition Period, Employee shall have access to and use
of the Company’s facilities and resources at its Centreville,
Delaware office (the “ Centreville Office
”), in accordance with the Company’s policies and
procedures for such access and use, provided that the Company
continues to lease such space. Employee shall not,
during the Transition Period or after, (i) access any Company
facility or any Ranor facility (other than the Centreville Office,
as described above), or (ii) communicate, in any format or medium,
with any employee, customer, vendor, service provider or
acquisition candidate, without the express prior consent of the
Interim Chief Executive Officer in each case.
c. Following the
expiration of the Transition Period, and in partial consideration
of the payments to be made to Employee under Section 2 hereof,
Employee shall sign and not revoke or breach a general release in
favor of the Company in a form acceptable to the Company and
substantially similar to the release contained in Section 6
hereof.
4. Breach by
Employee . If Employee commits a breach of this
Agreement, in addition to any other rights which the Company may
have, the Company’s obligations under Section 2, Section
7 and Section 8 of this Agreement shall immediately
cease.
5.
Company’s Obligations . Employee acknowledges
that, absent this Agreement, he has no legal, contractual or other
entitlement to the consideration set forth in this Agreement and
that the payments and benefits set forth in this section constitute
valid and sufficient consideration for Employee’s release of
claims and other obligations set forth herein.
6. Employee
Release of Claims .
a. Other than duties
arising in favor of Employee under this Agreement,
Employee hereby expressly waives, releases, acquits
and forever discharges the Company and all of its present or former
officers, directors, shareholders, investors, executives, managers,
employees, agents, attorneys, representatives, successors and
assigns and the Company’s divisions, subsidiaries,
affiliates, parents, related entities, and its or their partners,
officers, directors, shareholders, investors, employees, agents,
attorneys, representatives (hereinafter collectively referred to as
“ Releasees ”), from any and all claims,
demands, and causes of action which Employee has, had or may have,
whether known or unknown, of whatever nature, which exist or may
exist on Employee’s behalf from the beginning of time up to
and including the date of this Agreement.
b. As used in this
Section 6, “claims,” “demands,” and
“causes of action” include, but are not limited to,
claims based on contract, whether express or implied, invasion of
privacy, fraud, stock fraud, defamation, wrongful termination,
estoppel, equity, tort, retaliation, intellectual property,
personal injury, spoliation of evidence, emotional distress, public
policy, wage and hour law, statute or common law, claims for
severance pay, claims related to stock options and/or fringe
benefits, claims under the Company’s 2006 Long-Term Incentive
Plan, claims for attorneys’ fees, vacation pay, debts,
accounts, compensatory damages, punitive or exemplary damages,
liquidated damages, and any and all claims arising under any
federal, state, or local statute, law, or ordinance prohibiting
discrimination on account of race, color, sex, age, religion,
sexual orientation, disability or national origin, including but
not limited to, the Pennsylvania Human Relations Act, the Age
Discrimination in Employment Act, Older Workers Benefit Protection
Act, Title VII of the Civil Rights Act of 1964 as amended, the
Americans with Disabilities Act, the Family and Medical Leave Act,
the Worker Adjustment Retraining Notification Act or the Employee
Retirement Income Security Act.
c. Notwithstanding
the foregoing, Employee’s right to coverage as a director
and/or officer of the Company under any D&O insurance policies
maintained by the Company, and Employee’s right to seek
indemnification from the Company in matters which arose during the
course of his employment, either under the by-laws of the Company
as in effect during such employment or under the Delaware General
Corporation Law, is expressly excluded from the foregoing release,
and Employee shall retain the right to seek indemnification from
the Company, either under the Company’s by-laws as in effect
during such employment or under the Delaware General Corporation
Law with respect to actions arising in connection with his
employment.
7. Limited
Release of Company Claims . Except for claims of
breach of this Agreement or of the Surviving Covenants, as defined
in Section 13(b) below, Employee and his heirs are released and
forever discharged of and from any and all claims whatsoever,
whether known or unknown, both in law and in equity, which the
Company now has or ever had against Employee, including any claims
resulting from Employee’s misstatemen
