SEVERANCE AGREEMENT AND GENERAL
RELEASE
THIS SEVERANCE AGREEMENT AND GENERAL
RELEASE (this “
Agreement ”), dated as of May 16, 2008, is made and
entered into by and between Kronos Advanced Technologies, Inc., a
Nevada corporation (the “ Company ”), and Daniel
R. Dwight, an individual resident of the State of Massachusetts
(“ Dwight ”).
WHEREAS, Dwight is a stockholder, officer, director and
employee of the Company;
WHEREAS, Dwight is a party to the following agreements
with the Company: Employment Agreement, dated November
15, 2001 (“ Employment Agreemen t”); a
Promissory Note, dated March 31, 2004 made by the Company in favor
of Dwight (“ Note ”); Stock Option Agreement,
dated June 19, 2007 (“ Stock Option Agreement
”); and Indemnification Agreement, dated August 11, 2000
(“ Indemnification Agreement ”);
WHEREAS, the Company has informed Dwight that his role as
President and Chief Executive Officer is being terminated effective
June 20, 2008 (“ Termination Date ”), which is a
termination for “Good Reason” under the Employment
Agreement;
WHEREAS, in connection with the foregoing, Dwight and the
Company desire to evidence in writing the terms and conditions of
such termination.
NOW, THEREFORE, in consideration of the foregoing and the
respective representations, warranties, covenants, agreements, and
conditions set forth herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound,
agree as follows:
1.
EMPLOYMENT
TERMINATION. Dwight will take his five (5) weeks of accrued
vacation beginning on May 19, 2008 and continuing until June 20,
2008. Dwight’s Company employment will end on June
20, 2008 (“ Termination Date ”) and by executing
this Agreement, Dwight resigns as an officer and director of the
Company effective as of the date hereof. During his
employment, Dwight participated in certain Company-provided
benefits, and he also purchased his own health, life and disability
insurance benefits through third-party insurance companies, for
which he was reimbursed by the Company (“ Third-Party
Benefit Plans ”). As of the Termination Date,
any entitlement Dwight had or might have had under a
Company-provided benefit plan shall cease, except as required by
law. The Termination Date shall be the qualifying event
under the Consolidated Omnibus Budget Reconciliation Act of 1985
(“ COBRA ”). Dwight understands that
his rights and continued participation in those Company-sponsored
plans will be governed by the terms of such plans, and that Dwight
generally will become ineligible for those plans on the Termination
Date. Thereafter, Dwight will be able to purchase
continued coverage under certain of such Company-provided plans and
to continue his current health and other benefits with his existing
Third-Party Benefit Plans; provided, however, that to the extent
Dwight purchases continuation coverage under certain of
Company-provided and/or continues his benefits under his
Third-Party Benefit Plans, the Company shall reimburse Dwight for
such coverage on a monthly basis during the 12-month period after
the Termination Date within thirty (30) days of Dwight’s
written reimbursement request for such benefits. By
executing this Agreement both parties acknowledge and agree that
the Employment Agreement is hereby terminated and of no further
force and effect; provided, however, that the parties
acknowledge and agree that Sections 4 (Confidentiality/Covenant
Against Unfair Competition), 5 (Company Property) and 8
(Indemnification) thereof shall survive such termination and remain
in full force and effect in accordance with the terms
thereof. Dwight agrees that all provisions of that
certain Voting Agreement dated as of June 20, 2007, by and among
Dwight, the Company and the other parties thereto (“
Voting Agreement ”) shall continue to be in full force
and effect after the Termination Date.
2.
PAYMENTS AND
BENEFITS.
(a) Severance
Payment . The Company shall pay to Dwight
twenty-four equal severance payments each in the amount of Nine
Thousand Three Hundred Seventy-Five Dollars ($9,375.00), minus
applicable federal, state, and local tax withholdings, the first
payment of which shall be paid on the first regularly scheduled
payroll period following the Termination Date, and each subsequent
payment shall be paid immediately thereafter in accordance with the
Company’s regular payroll procedures until the entire
severance payment is paid in full. At the appropriate
time, as required by law, the Company shall issue an IRS Form W-2
reflecting such payments. Such payments will not be
taken into account in determining Dwight’s rights or benefits
under any other program.
(b) Loan
Repayment . Within ten (10) days of the execution of
this Agreement by all parties, the Company shall repay to Dwight
the aggregate amount of the outstanding principal and all accrued
interest on the Note as of the date hereof, which is Fifty Nine
Thousand Nine Hundred Eighty-Six and 29/100 Dollars
($59,986.29). Upon receipt of payment of the Note in
full, Dwight shall return to the Company for cancellation all
documentation, including, without limitation, the Note and any
other document, evidencing indebtedness owed by the Company to
Dwight.
(a) Dwight releases (
i.e. , gives up) all known and unknown claims that Dwight
presently has (i.e., has as of the date hereof) against
the Company, all current and former parents, subsidiaries, related
companies, partnerships, joint ventures, or other affiliates, and,
with respect to each of them, their predecessors and successors;
and, with respect to each such entity, all of its past, present,
and future employees, officers, directors, stockholders, owners,
representatives, assigns, attorneys, agents, insurers, employee
benefit programs (and the trustees, administrators, fiduciaries,
and insurers of such programs), and any other persons acting by,
through, under or in concert with any of the persons or entities
listed in this section, and their successors (“ Released
Parties ”), except claims that the law does not permit
Dwight to waive by signing this Agreement. For example,
Dwight is releasing all common law contract, tort, or other claims
he might have, as well as all claims he might have under the WARN
Act, the Age Discrimination in Employment Act (“ ADEA
”), Title VII of the Civil Rights Act of 1964, Sections 1981
and 1983 of the Civil Rights Act of 1866, the Americans With
Disabilities Act (ADA), the Employee Retirement Income Security Act
of 1974 (“ ERISA ”), and similar state or local
laws. Notwithstanding the forgoing, Dwight is not
releasing any rights or claims related to indemnification, which
rights are set forth in Section 8 of the Employment Agreement and
the Indemnification Agreement.
(b) The Company hereby
acknowledges and agrees that as of the Termination Date it has no
knowledge of any claims it may have against Dwight.
4.
COOPERATION
REQUIRED. If
requested by the Company after May 16, 2008 and until the date that
is six (6) months after the date hereof, Dwight shall cooperate
with the Company or any affiliate for up to twenty (20) hours per
month in effecting a smooth transition of his responsibilities to
others (“ Transition Services ”). The
first eight (8) hours in each month that Dwight works performing
Transition Services shall be at no cost to the Company, but to the
extent Dwight works more than eight (8) hours in any month
performing any such Transition Services and/or provides
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