SEVERANCE AGREEMENT AND MUTUAL RELEASE
This Severance Agreement and Mutual Release ("Agreement") is made
and
entered into by and between Barry S. Howe ("Howe") and Electronic
Sensor
Technology, Inc., a Nevada corporation (together with its
subsidiaries,
collectively, "EST").
RECITALS
A. Howe is an
employee of EST, the President and Chief Executive
Officer of EST (the "Offices"), and a director of EST
("Director").
B. Concurrent
with the execution and delivery of this agreement,
Howe will voluntarily resign (i) his employment with EST, (ii) from
the Offices
and (iii) as a Director (collectively, the "Resignations").
C. Howe and EST
desire to settle fully and finally any and all
issues, claims, causes of action, concerns, and differences between
them.
TERMS
NOW, THEREFORE, IN CONSIDERATION of the covenants and promises
herein
contained and other good and valuable consideration, and to avoid
unnecessary
litigation, it is agreed by and between the parties as follows:
1. EST and Howe
agree that the Resignations shall become effective
as of July 25, 2008 (the "Effective Date").
2. On the
Effective Date, EST will pay Howe (i) all accrued salary
and accrued and unused vacation time, in each case through the
Effective Date,
totaling Three Thousand Five Hundred Fifty-Seven and 69/00 Dollars
($3,557.69)
of accrued salary, and Twelve Thousand Three Hundred Fifty-Eight
and 53/00
Dollars ($12,358.53) for accrued and unused vacation time
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and (ii) a total of Eighty-Two Thousand One Hundred Seventy and
83/00 Dollars
($82,170.83), which is the equivalent of 5.33 months of Howe's
salary, as
severance.
3. Howe agrees
not to file any claim or seek to pursue any claims
which Howe has or claims to have against EST, its officers, its
directors or its
shareholders (the "EST Parties") regarding events that have
occurred as of or
prior to the date of this Agreement, including, but not limited to,
any and all
claims against the EST Parties related or in any manner incidental
to Howe's
employment with EST, or the cessation of his employment therefrom,
or any
discrimination or harassment he may claim to have encountered in
connection
therewith.
4. Howe
represents that he has not filed any complaints, claims, or
actions against the EST Parties with any state, federal, or local
agency or
court, and that, unless EST fails to perform its obligations under
this
Agreement, he will not do so at any time hereafter and that if any
agency or
court assumes jurisdiction of any complaint, claim, or action
against any EST
Party on behalf of Howe, he will direct that agency or court to
withdraw from or
dismiss with prejudice the matter.
5. Concurrent
with the execution of this Agreement, Howe agrees to
return to EST, at EST's offices, all property and information, if
any, held by
Howe as a result of his employment with EST.
6. Except for the failure of a
party to perform his or its
obligations under this Agreement, each of Howe and EST waives all
rights he or
it may have under California Civil Code section 1542. Section 1542
provides as
follows:
"A general release does not extend to claims which
the creditor does not know or suspect to exist in
his favor at the time of executing the release,
which if known by him must have materially
affected his settlement with the debtor."
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7. By waiving
the provisions of California Civil Code section 1542,
each of Howe and EST hereby irrevocably and unconditionally
releases and forever
discharges the other, and each of its shareholders, directors,
officers,
employees (individually or in their representative capacities),
representatives,
heirs, and their successors and assigns, and all persons acting by,
through,
under, or in concert with any of them from any and all charges,
complaints,
claims, and liabilities of any kind or nature whatsoever, whether
in tort,
contract, or otherwise, known or unknown, suspected or unsuspected
(hereinafter
referred to as "claim" or "claims") which Howe or EST, as the case
may be, at
any time heretofore has or claims to have against EST or Howe,
respectively,
regarding events that have occurred on or prior to the date of this
Agreement,
including, but not limited to any and all claims related to or in
any manner
incidental to Howe's employment with EST, the cessation of Howe's
employment
with EST, and any discrimination or harassment he may claim to have
encountered
in connection therewith, including, but not limited to, that under
the Age
Discrimination in Employment Act of 1967 (29 U.S.C. Sections 621,
et seq.),
Title VII of the Civil Rights Act of 1964, the Civil Rights Act of
1991, the
Civil Rights Act of 1866, the Equal Pay Act of 1963, the Americans
with
Disabilities Act of 1990, the Family and Medical Leave Act of 1993,
the Worker
Adjustment and Retraining Notification Act, the Employee Retirement
Income
Security Act of 1974 (except any valid claim to recover vested
benefits, if
applicable), any applicable Executive Order program, and their
state and local
counterparts, including, without limitation, the California Fair
Employment and
Housing Act or any other federal, state or local law, rule,
regulation,
constitution or ordinance, or under any public policy or common law
or arising
under any practices or procedure of EST. For the avoidance of
doubt, neither
party is waiving any rights or claims he or it may have against the
other party
for breach of his or its, as the case may be, obligations under
this Agreement.
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8. The parties
understand the word "claims" to include all actions,
claims, and grievances, whether actual or potential, known or
unknown, and
specifically, but not
