Exhibit 10.18
SEVERANCE AGREEMENT AND
RELEASE
This Severance Agreement and Release (the
“Agreement”) is made and entered into by and between
Valence Technology, Inc. (the “Company”) and
Thomas Mezger (“Mezger”) as of the Execution Date of
this Agreement.
1.
Termination. Mezger’s employment with the
Company is terminated effective as of February 15, 2008.
(‘Separation Date”).
2.
Consideration. Although the Company has no policy or
procedure requiring payment of any severance benefits, the Company
agrees to the following:
a)
To pay Mezger a cash
payment equal to three (3) months of his current base salary,
less applicable taxes and withholdings to be made in a lump sum
within ten (10) days of the Effective Date of this Agreement
as outlined in Mezger’s Employment Offer Letter signed on
September 9, 2005;
b)
To pay Mezger an
additional cash payment equal to two (2) months of his current
base salary, less applicable taxes and withholdings in lieu
of notice of termination.
c)
To pay for the monthly
premiums at Mezger’s current coverage level for group health
benefits for a period of five (5) months after the Separation
Date, provided that Mezger elects to continue such benefits and
remains eligible to receive such benefits in accordance with the
applicable provisions of the Consolidated Budget Reconciliation Act
(“COBRA”);
d)
To pay for Mezger’s
accrued, but unused, vacation.
Mezger acknowledges and agrees that this
Consideration fully and satisfactorily compensates Mezger for
executing and not revoking the Release of Claims set forth
herein.
3.
Nondisparagement. Mezger and Company agree that neither
party will at any time disparage the other to third parties in any
manner likely to be harmful to the other party, their business
reputation, or the personal or business reputation of its
directors, shareholders and/or employees. Notwithstanding the
prohibition in the preceding sentence, each party shall respond
accurately and fully to any question, inquiry, or request for
information when required by legal process.
4.
Company Property. Mezger agrees to return to the Company
all the Company’s documents (and all copies thereof) and any
and all other Company property in Mezger’s possession,
custody or control, including, but not limited to, financial
information, customer information, customer lists, employee lists,
Company notes, contracts, drawings, records, business plans and
forecasts, specifications, computer-recorded information, software,
tangible property, credit cards, entry cards, identification badges
and keys, and any other materials of any kind (and all
reproductions thereof). Mezger will be allowed to retain
possession of his cellular telephone. Mezger will also be
allowed to retain possession of his laptop after all Company
information has been removed by IT.
5.
Proprietary Information. Mezger agrees not to use, reproduce, or
disclose to any other person or company, any confidential or
proprietary information of the Company (and all reproductions
thereof).
6.
Options. Mezger
acknowledges and agrees that, if he desires to exercise any options
that have or will become vested on or before the Separation Date,
Mezger must do so no later than six (6) months following the
Separation Date and in accordance with the terms and provisions of
the applicable option agreements.
7.
Release of Claims. For the Consideration set forth in
paragraph 2 and the mutual covenants set forth in this Agreement,
Mezger hereby fully releases the Company, and all of its owners,
affiliates, subsidiaries or other related entities, current and
former officers, directors, agents, representatives, attorneys,
employees, shareholders, predecessors, successors and assigns from
any and all claims, liabilities, demands, causes of action, costs,
expenses, attorneys’ fees, damages, indemnities and
obligations of every kind and nature, in law, equity, or otherwise,
known or unknown, suspected and unsuspected, disclosed and
undisclosed, liquidated or contingent, arising out of or in any way
related to agreements, events, acts or conduct at any time prior to
and including the Execution Date, including but not limited to: any
and all such claims and demands directly or indirectly arising out
of or in any way connected with Mezger’ employment with the
Company or the conclusion of that employment; claims or demands
related to salary, bonuses, commissions, incentive payments, stock,
stock options, or any ownership or equity interests in the Company,
vacation pay, personal time off, benefits, expense reimbursements,
severance benefits or any other form of compensation; claims
pursuant to any federal, any state or any local law, statute, or
common law cause of action including, but not limited to, wrongful
discharge claims; whistleblower claims; breach of express or
implied contract claims; retaliation claims; the federal Civil
Rights Act of 1964, as amended; the federal Americans with
Disabilities Act of 1990; the Family and Medical Leave Act; the Age
Discrimination in Employment Act (“ADEA”); the Worker
Adjustment and Retraining Notification Act (WARN) or any acts
prohibiting discrimination
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