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SEVERANCE AGREEMENT AND GENERAL RELEASE

Release Agreement

SEVERANCE AGREEMENT AND GENERAL RELEASE | Document Parties: KRONOS ADVANCED TECHNOLOGIES INC You are currently viewing:
This Release Agreement involves

KRONOS ADVANCED TECHNOLOGIES INC

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Title: SEVERANCE AGREEMENT AND GENERAL RELEASE
Date: 1/26/2009
Industry: Electronic Instr. and Controls     Sector: Technology

SEVERANCE AGREEMENT AND GENERAL RELEASE, Parties: kronos advanced technologies inc
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Exhibit 10.70

 

 

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.

 

 

 

Initial

Dwight /s/ DRD

Company ____  

 

 


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.

 

3.   RELEASE.

 

(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.

 

 

 

 

Initial

Dwight /s/ DRD

Company ____  

 


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 oth


 
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