Exhibit 10.1
SEVERANCE AND RELEASE
AGREEMENT
THIS AGREEMENT is made and entered
into as of this the 14th day of May, 2008, by and between Michael
C. Azar (hereinafter “Azar”), Noble International, Ltd.
(hereinafter the “Company”) and any and all of its
subsidiaries and affiliates (hereinafter referred to collectively
as “Noble”).
AGREEMENT
WHEREAS, Azar is currently an officer of the
Company.
WHEREAS, on or about January 1, 2002, Azar entered
into an employment agreement with the Company.
WHEREAS, Azar and Noble agree that it would be in their
best interests to sever their employment relationship;
WHEREAS , Azar and Noble have met and reached a full
agreement and understanding concerning the severance of their
employment relationship;
WHEREAS , this Severance and Release Agreement is
intended to set forth, and does set forth, all terms and conditions
of Azar’ termination of employment.
NOW, THEREFORE
, the parties to this Severance and
Release Agreement have mutually and voluntarily agreed to resolve
their disputes in sole consideration for the promises and covenants
set forth as follows:
1. Upon the execution of this
Severance and Release Agreement by the parties, Azar voluntarily
resigns from his employment with Noble effective May 14, 2008.
Azar resigns from all positions and offices held with Noble, its
entities and affiliates.
2. The Company agrees to pay Azar
severance payments equal to Three Hundred Fifty Thousand and 00/100
Dollars ($350,000.00), to be paid in equal installments over a
period of twelve (12) months from the date hereof, consistent
with the Company’s current payroll period and practices,
subject to deductions for local, state, federal or FICA taxes, as
applicable. Azar shall
retain his right to (i) receive accrued but
unpaid dividends for September 30,
2007, December 31, 2007 and March 31, 2008 on 6,257
shares of stock issued to Azar as the matching award pursuant to
the Company’s June 29, 2007 stock matching program and
(ii) exercise his existing options to purchase the
Company’s Common Stock in accordance with, and subject to,
the terms of the existing option awards governing such
options.
3. The Company shall continue
Azar’s currently elected health, dental and vision care for a
period of twelve (12) months from the date hereof (the
“Health Care Coverage Period”) either directly through
a Company sponsored plan or through payment of his COBRA premium.
Azar may elect to continue his health care coverage through COBRA
after this period at his own expense. The Company will also
reimburse Azar for all business expenses incurred by him up to and
including the date of this Agreement (to the extent customarily
reimbursed by the Company), including cell phone usage and club
dues. The Company shall make such reimbursement within thirty
(30) days of receipt of an appropriate expense report
documenting such items. All other perquisites and other employee
benefits shall cease immediately.
4. The parties agree that said
severance constitutes consideration paid to Azar in exchange for
his release of Noble from liability for all damages claimable by
Azar under any federal or state statutes, constitutions, or state
common law tort or contract doctrines.
5. Azar, on behalf of himself, his
agents, representatives, executors, heirs, administrators, assigns
and all those acting on his behalf, hereby releases, acquits, and
forever discharges Noble, its agents, employees, officers,
directors, subsidiaries and related or controlled entities,
affiliates, parent, shareholders, representatives, executors,
heirs, administrators, successors, and assigns (“Released
Parties”) from any and all claims and causes of action for
personal or monetary relief, whether known or unknown, suspected or
unsuspected, foreseen or unforeseen, liquidated or unliquidated,
which he ever had or now has against the Released Parties, relating
to
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his employment or his service as officer or
general counsel of Noble, including but not limited to all claims
and/or causes of action in any way related to Azar’s hire,
employment or termination of employment, including, but not limited
to, any claims of discrimination, breach of contract, actual and/or
constructive discharge, retaliation or defamation (“Released
Claims”). This release also includes, but is not limited to,
any claims under the federal Age Discrimination in Employment Act
of 1967 (as amended) (ADEA) and the Older Workers Benefit
Protection Act (OWBPA), which prohibits discrimination on the basis
of age. Azar waives and releases any and all rights, entitlements
or benefits provided in his Employment Agreement effective
January 1, 2002, Amendment Number 1 to Employment Agreement
dated May 28, 2003, or any other employment agreements,
amendments or arrangements (“Employment Agreement”).
Azar agrees and acknowledges that other than the consideration
contained in Paragraph 2 of this Severance and Release Agreement,
he is not entitled to any other compensation whatsoever including
but not limited to severance payment, present or future commissions
or bonuses, stock or stock options, or any other additional monies,
benefits or payment from Noble and the Released Parties, in
connection with his role as an employee of Noble. Azar also agrees
to refrain from initiating a lawsuit involving any of the Released
Claims against the Released Parties for any reason other than for
breach of this Severance and Release Agreement.
6. In consideration of Azar’s
promises contained herein, to the fullest extent permitted by the
Company’s Certificate of Incorporation and By-laws and the
Delaware General Corporation Law, Noble hereby releases Azar from
any and all claims and causes of action currently known or
suspected (“Currently Known or Suspected Claims”) which
it ever had or now has against Azar and agrees to indemnify and
hold Azar harmless against any costs or expenses (including
reasonable attorneys’ fees), judgments, fines, losses,
claims, damages or liabilities incurred in connection with any
claim, action, suit, proceeding or investigation, whether civil,
criminal, administrative or investigative, arising out of matters
relating to Azar’ employment as an employee, officer or
director, with the exception of any established or proven
intentional crimes or illegal or unlawful actions committed by
Azar.
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7. The parties acknowledge that they
may in the future discover facts different from or in addition to
those which they now know or believe to be true with respect to the
matters which are the subject of this Severance and Release
Agreement and agree that this Severance and Release Agreement shall
remain in effect in all respects, notwithstanding the discovery or
existence of different or additional facts. However, this Severance
and Release Agreement does not waive or release any cl
