Exhibit 10.1
EMPLOYMENT SEVERANCE AGREEMENT
Solar Power, Inc.
(the "Company") and Glenn E. Carnahan
(the "Employee"), agree as follows, as of the 26 day of
December, 2007:
1.
Employment
. The Employee's employment as Chief Financial Officer
for the Company and as an employee of the Company was terminated,
effective the end of the workday, December 31, 2007
(“Termination Date”). The Employee is
required to complete the Company's exit interview within two (2)
days after the Termination Date. The Company and the
Employee agree to mutually sever their employment relationship
pursuant to the terms and conditions set forth in this Employment
Severance Agreement ("Agreement").
2.
Position; Scope of
Employment . The Employee shall cease functioning
in the position of Chief Financial Officer for the Company and
shall cease to be an employee for the Company in any capacity,
effective on the Termination Date. Employee further
resigns as a Director of the Company as of the Termination
Date.
3.
Severance
Payments . The Company shall make severance
payments to the Employee as set forth in this Section 3 for the
period January 1, 2008 through March 31, 2008 (the "Severance
Period"). The aggregate value of the severance payments
per month shall be $12,500 (Twelve Thousand Five Hundred Dollars)
(“Monthly Severance Payment’). All severance
payments of every description shall be subject to the customary
withholding tax and other employment taxes as required with respect
to compensation paid to the Employee.
3.1. Cash Payments
. During the Severance Period, the Company shall pay the
Employee the Monthly Severance Payment as set forth in Section 3 in
equal semi-monthly installments at the Company’s regular
scheduled payroll intervals.
3.2. Medical and Health
Benefits . The Employee will also be offered the
opportunity for continued coverage under the Company’s health
insurance plans, as required by COBRA. The Company's
insurance agent will send the Employee information regarding this
coverage.
3.3 Stock Option Grants.
Will terminate in accordance with provisions of the
Solar Power, Inc. 2006 Equity Incentive Plan.
4.
Release of
Liability . The Employee acknowledges that he or
she enters this Agreement freely and voluntarily, and agrees as
follows:
4.1. Age Discrimination in
Employment Act of 1967 . The Employee represents
that he or she understands and acknowledges that the Age
Discrimination in Employment Act of 1967, as amended, provides him
or her the right to bring a claim against the Company if the
Employee believes that he or she has been discriminated against on
the basis of age. The Employee expressly warrants that
he or she will not file any claim or action against the Company or
any entity or employee associated with or employed by the Company
based on any alleged violations of the Age Discrimination in
Employment Act of 1967, as amended, arising prior to the date of
this Agreement. The Employee hereby waives any right to
assert a claim for relief under the Age Discrimination in
Employment Act of 1967, as amended, including but not limited to,
back pay, attorneys' fees, damages, reinstatement or injunctive
relief.
4.2.
Older
Worker’s Benefit
Protection . Pursuant to the terms of the
Older Workers' Benefit Protection Act (OWBPA), the Employee
acknowledges that he or she has twenty-one (21) days from the
date of presentation of this Agreement to him or her, which
occurred on December 26, 2007, in which to consult with an
attorney regarding the terms and conditions of this
Agreement. The Employee acknowledges that, by the
terms of this Agreement, the Employee has been advised in
writing that during the aforementioned twenty-one (21) day
period, the Employee should consult with an attorney
regarding the terms and conditions of this
Agreement. The Employee further acknowledges that,
by the terms of this Agreement, he or she has been advised
that following execution of this Agreement, he or she has
seven (7) days in which he or she may revoke this
Agreement
4.3.
Title VII Claims
. The Employee acknowledges that Title VII of the
Civil Rights Act of 1964, as amended, the Civil Rights Act of
1991, the Americans With Disabilities Act, the Age
Discrimination in Employment Act of 1967, the Vietnam Era
Veterans Readjustments Assistance Act of 1974, the Federal
Family and Medical Leave Act of 1993, the California Family
Rights Act of 1991 and the California Fair Employment and
Housing Act, as amended, provide the right to an employee to
bring charges, claims or complaints against an employer if
the employee believes he or she has been discriminated
against on a number of bases, including race, ancestry,
color, religion, sex, marital status, national origin, age,
status as a veteran of the Vietnam era, request or need for
family or medical leave, physical or mental disability,
medical condition or sexual preference, or retaliation by
Employer for making any such claims. The Employee,
with full understanding of the rights afforded him or her
under these federal and state laws, agrees that he or she
will not file, or cause to be filed against the Company, any
charges, complaints, or actions based on any alleged
violation of these federal and state laws, or any successor
or replacement federal or state laws. The Employee
hereby waives any right to assert a claim for relief
available under these federal and state laws including, but
not limited to, back pay, attorneys' fees, damages,
reinstatement, or injunctive relief, which the Employee may
otherwise recover based on any alleged violation of these
federal and state laws, or any successor or replacement
federal or state laws.
4.4. General Release
. The Employee hereby agrees that all of his or her or
her rights under section 1542 of the Civil Code of the State of
California are hereby waived. Section 1542 provides as
follows:
"A
general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of
executing the release, which if known by him must have
materially affected his or her or her settlement with the
debtor."
Notwithstanding
the provisions of section 1542, the Employee hereby
irrevocably and unconditionally releases and forever
discharges the Company and all of its officers, agents,
directors, supervisors, employees, representatives and their
successors and assigns and all persons acting by, through,
under or in concert with any of them from any and all charges,
complaints, grievances, claims, actions, and liabilities of
any kind (including attorneys' fees, interest, expenses and
costs actually incurred) of any nature whatsoever, known or
unknown, suspected or unsuspected (hereinafter referred to as
"Claims"), which the Employee has or may have in the future,
arising out of the Employee's employment with the
Company. All such Claims are forever barred by this
Agreement and without regard to whether these Claims are based
on any alleged breach of duty arising in contract or tort, any
alleged employment discrimination or other unlawful
discriminatory act, or any claim or cause of action regardless
of the forum in which it may be brought, including without
limitation, claims under the National Labor Relations Act,
Title VII of the Civil Rights Act of 1964, as amended, the
Civil Rights Act of 1991, the Age Discriminatio
