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Exhibit 10.1
SEVERANCE
AGREEMENT AND GENERAL RELEASE
THIS SEVERANCE AGREEMENT AND GENERAL RELEASE
(“Agreement”) is made and entered into by and
between Carmelo Russo
(“Russo”) and Aerosonic Corporation (the
“Company”).
WHEREAS, the Company and Russo have agreed that
Russo shall cease to be an employee of the Company on and as of the
close of business on Friday, June 27, 2008, which date shall be
referred to as the Separation Date; and
WHEREAS, the Company has agreed to provide Russo
with certain additional consideration to which he would not
otherwise have been entitled in the absence of this Agreement,
pursuant to the terms and conditions described herein;
and
WHEREAS, Russo and the Company further desire to
settle any and all matters that might arise, or have arisen, out of
Russo’s employment with the Company and the cessation thereof
and have mutually agreed upon the terms and conditions of
Russo’s separation from employment with the Company as
hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual
promises set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1.
Cessation of Employment . As of the close of business on June 27, 2008, Russo’s
employment with the Company will be terminated (the
“Separation Date”), and he shall cease to be an
employee for any purpose whatsoever and shall be entitled to no
further payment or benefits from the Company except as specifically
provided herein. As of the Separation Date, Russo, by execution of
this Agreement, hereby resigns, effective immediately, as an
officer or director of the Company and any and all subsidiaries and
affiliates of the Company.
2.
Effective Date. The
effective date of this Agreement shall be the eighth day after
Russo signs this Agreement (the “Effective Date”). As
of the Effective Date, if Russo has not revoked this Agreement
pursuant to paragraph 9, this Agreement shall be fully effective
and enforceable.
a.
Compensation . From the
Effective Date through November 28, 2009, Russo shall be
compensated by payment at his regular base salary rate in effect as
of the Effective Date of this Agreement, payable in accordance with
the normal payroll periods of the Company (collectively, the
“Severance Pay”).
b.
Benefits . As of the
Effective Date, Russo’s eligibility to participate in the
Company’s benefits plan will cease. Russo’s rights
under the Consolidated Omnibus Budget Reconciliation Act of 1985
(“COBRA”) shall commence as of the Separation Date.
Russo shall be solely responsible for all COBRA payments, provided
that the Company shall reimburse Russo on a monthly basis a sum
equal to the monthly premium Russo shall pay for COBRA coverage
less the amount that is required to be contributed by senior
officers of the Company for similar health insurance coverage
during such period, until the earlier to occur of Russo’s
employment by another entity which provides such health insurance
benefits; or November 28, 2009.
c.
Stock options. Notwithstanding anything to the contrary in any other agreement
or arrangement, written or otherwise, Russo will be permitted to
exercise any stock options that have vested from the Separation
Date until one year after the Separation Date. In addition, as of
the Effective Date, the Company will vest 2,500 in stock options
which would have otherwise not vested until April 2009.
d.
Other Compensation . On
the Effective Date, the Company shall pay Russo for all unused
vacation and sick time in accordance with the Company’s
normal policies for executive officers of the Company. On the
Effective Date, Russo shall be entitled to receive any bonuses that
may have been recommended by the Compensation Committee and
approved by the Board of Directors of the Company prior to the
Separation Date.
e. Russo
shall not be entitled to any other forms of compensation except as
provided herein. All payments shall be subject to applicable
withholdings.
4.
Confidential Information and Trade
Secrets . Russo agrees to protect and
hold in confidence all Trade Secrets and Confidential Information
(“Company Information”) belonging to the Company that
Russo has received through or as a result of Russo’s
employment by the Company and to take no action that may cause any
such information to lose its character as Company Information.
Russo shall neither disclose, divulge nor communicate to any third
party any Trade Secrets belonging to the Company.
For purposes of this paragraph 4,
“Confidential Information” means confidential data and
confidential information relating to the Company’s business
(which does not rise to the status of a Trade Secret) which has
value to the Company and is not generally known to its competitors,
such as Company pricing information, marketing information,
revenue, customer preferences, customer lists, and other
financial,
marketing and sales information that would have
value if disclosed to competitors. Confidential Information shall
not include any data or information that (i) has been voluntarily
disclosed to the public by the Company, (ii) has been independently
developed and disclosed to the public by others, (iii) otherwise
enters the public domain through lawful means, or (iv) was already
known by the Russo at the time of disclosure to him.
For purposes of this paragraph 4, “Trade
Secrets” means information including, but not limited to,
technical or non-technical data, formulas, patterns, compilations,
programs, devices, methods, techniques, drawings, processes,
financial data, financial plans, product or service plans or lists
of actual or potential customers or suppliers or customer
preferences which (1) derives economic value, actual or potential,
from not being generally known to, and not being readily
ascertainable by proper means, by other persons who can obtain
economic value from its disclosure or use; and (2) is the subject
of efforts that are reasonable under the circumstances to maintain
its secrecy. The provisions in this Agreement restricting the
disclosure and use of Trade Secrets shall survive the execution of
the Agreement and shall survive for so long as the respective
information qualifies as a trade secret under applicable
law.
5.
Acknowledgment and Incorporation of Continuing
Post-Employment Restrictions . Russo
acknowledges that notwithstanding anything herein to the contrary,
or that could
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