|
Exhibit
10.46
TERMINATION
AGREEMENT
THIS TERMINATION
AGREEMENT (the “Agreement”), dated June 1, 2004, is
between SPACEHAB, Incorporated, a Washington corporation (the
“Company”), and Vladimir J. Fishel (the
“Employee”).
WHEREAS, the Employee is
employed by the Company as Part-Time employee and former Director
of Russian Programs;
WHEREAS, the Employee and the
Company are the parties to an employment agreement, dated March 16,
2001 (the “Prior Employment Agreement”) and a Part-Time
Employment Agreement dated December 11, 2003, and;
WHEREAS, the parties wish to
terminate the Employee’s part-time employment with the
Company and his severance and to settle their mutual rights and
obligations under the Prior Employment Agreement.
NOW, THEREFORE, in
consideration of the mutual promises and agreements set forth
herein, and other good and valuable consideration, the receipt of
which are hereby acknowledged, the parties hereby agree as
follows:
SECTION 1.
Termination/Resignation
The parties agree that the
Employee’s Part-Time Employment Agreement and severance under
the Prior Employment Agreement with the Company will terminate
effective May 31, 2004 (the “Termination Date”). The
parties agree that the Employee’s last day of active
part-time employment will be May 31, 2004. Employee agrees to
resign from all part-time positions he holds with the Company
effective as of Termination Date.
SECTION 2. Termination
Payments
(a) Termination
Payments . The Company shall provide the Employee with a lump
sum payout in the amount of $26,073.48 (before required payroll
deductions) as full and final payment under the Part-Time
Employment Agreement (which includes 26 hours at $125/hour) and the
severance under the Prior Employment Agreement which includes
maximum amount owed under such agreements, except the amount, if
any, set forth in paragraph (c) below.
(b) Termination of
Benefits . All employee benefits, including the vesting of
stock options, for Employee (and his eligible dependents, if
applicable) shall terminate in accordance with Company policy for
employees with a termination date of May 31, 2004.
(c) Other Compensation
under the Prior Employment Agreement . The Company shall
compute and pay to Employee (which at such time shall be paid as
non-employee compensation) an amount in lieu of other compensation,
if any, due Employee under Section 6 (b) of the Prior Employment
Agreement at such time and in such manner as would have
been
computed if the severance provisions of
the Prior Employment Agreement were not terminated by this
agreement.
SECTION 3. Restrictive
Covenants
Executive will continue to be
bound by the confidential information, non-interference and
invention provisions of Sections 7, 8, 9 and 16 of the Prior
part-time and severance Employment Agreement in accordance with
their terms for a termination of employment. A breach by Executive
of the confidential information, non-interference or invention
provisions of Sections 7, 8, 9 and 16 of the Prior Employment
Agreement, in addition to any other remedies available under
Sections 7, 8, 9 and 16 of the Prior Employment Agreement, is still
enforceable except as waived under the contract with VJF Russian
Consulting, Ltd.
SECTION 4.
Release
As a condition to the
payments set forth in Section 2 hereof, the Executive shall execute
and honor the release of claims against the Company in the form
attached hereto as Exhibit A.
SECTION 5.
Miscellaneous
(a) Complete Agreement
. This Agreement and the Part-Time Employment Agreement constitute
the entire agreement between the parties and cancels and supersedes
all other agreements and understandings, whether written or oral,
between the parties which may have related to the subject matter
contained in this Agreement, including, without limitation, the
Prior Employment Agreement (other than as provided in Section 3
hereof).
(b) Tax Withholding .
All payments required to be made by the Company to the Executive
under this Agreement shall be subject to the withholding of such
amounts relating to income tax, employment tax and other payroll
deductions as the Company may reasonably determine it should
withhold pursuant to any applicable law, regulation or
authorization.
(c) Indemnification .
This Agreement shall not be construed or applied so as to waive or
limit Executive’s rights, if any, to indemnification and/or
defense in connection with claims or demands against his that arise
from or relate to his acts or omissions in relation to his
employment and/or investment relationship with the Company, whether
such rights arise under the Company’s certificate of
incorporation, bylaws, policies, procedures, contracts of
insurance, or otherwise.
(d) Amendment; Waiver
. No modification, amendment or waiver of any provisions of this
Agreement shall be effective unless approved in writing by each of
the parties hereto. The failure at any time to enforce any of the
provisions of this Agreement shall in no way be construed as a
waiver of such provisions and shall not affect the right of either
party thereafter to enforce each and every provision hereof in
accordance with its terms.
(e) Litigation . THIS
AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, APPLIED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE
2
STATE OF TEXAS, EXCEPT THAT NO DOCTRINE
OF CHOICE OF LAW SHALL BE USED TO APPLY ANY LAW OTHER THAN THAT OF
THE STATE OF TEXAS, AND NO DEFENSE, COUNTERCLAIM OR RIGHT OF
SET-OFF GIVEN OR ALLOWED BY THE LAWS OF ANY OTHER STATE OR
JURISDICTION, OR ARISING OUT OF THE ENACTMENT, MODIFICATION OR
REPEAL OF ANY LAW, REGULATION, ORDINANCE OR DECREE OF ANY FOREIGN
JURISDICTION, BE INTERPOSED IN ANY ACTION HEREON. SUBJECT TO
PARAGRAPH (F) BELOW, EXECUTIVE AND THE COM
| 
