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EXHIBIT 10.55
EXECUTIVE SEVERANCE AGREEMENT
THIS
EXECUTIVE SEVERANCE AGREEMENT ("Agreement") by and
between
Hydrogen Power Inc., a Delaware corporation (the "Company")
headquartered at Metropolitan Tower, 1942 Westlake Ave. Suite
1010 Seattle,
Washington and Ricky Gujral (the "Executive"), is made
as of
October 20 , 2005 and effective on the date of the closing of
the merger between
Hydrogen Power Inc. and Equitex.
WHEREAS,
the Board of Directors of the Company (the "Board") has
determined
that Executive will play a
critical
role in the operations of the Company;
and
WHEREAS,
the Board has determined that appropriate steps should
be taken
to reinforce and encourage the continued employment and
dedication of
the Executive.
NOW,
THEREFORE, as an inducement for and in consideration of
the Executive
remaining in its employ, the Company agrees that the Executive
shall receive the severance benefits set forth in this
Agreement in the event the Executive's employment with the
Company is terminated under the circumstances
described below.
1.
Term and Termination.
(a).
The Initial Term of the Employment Agreement of the Executive shall
be extended on the date of the closing of the merger between
Hydrogen Power Inc.and Equitex and it shall continue in effect for
a period of five (5) years. Thereafter, the Agreement shall be
renewed upon the mutual agreement of Executive
and Company.
(b).
This Agreement may be terminated by Executive at Executive's
discretion by providing at least thirty (30) days prior written
notice to Company.
In the event of termination by Executive pursuant to this
subsection,
Company may immediately relieve Executive of all duties and
immediately terminate this Agreement, provided that Company shall
pay Executive at the then applicable base salary rate to the
termination date included
in Executive's original termination notice.
(c).
In the event that Executive is in breach of any material obligation
owed Company in this Agreement, habitually neglects the duties to
be performed under this Agreement, engages in any conduct which is
dishonest, damages the reputation or standing of the Company, or is
convicted of any criminal act or engages in any act of moral
turpitude, then Company may terminate this
Agreement
upon one (1) days notice to Executive. In event of termination
of the agreement pursuant to this subsection, Executive shall
be paid only at the then applicable base salary rate up to and
including the date of termination. Executive shall not be paid
any incentive Bonus payments or other compensation, prorated
or- otherwise.
2. Severance Pay.
(a) Severance
Pay Following a Change in Control. In the event a Change in
Control (as defined below) occurs and, within one (1) year
thereafter, the employment of the Executive is terminated by
the Company for a reason other than for Cause (as defined
below) or by the Executive for Good Reason (as defined below),
then the Company shall pay to the Executive (as severance pay)
a lump sum payment equal to (i) his then current base salary
multiplied by two (2), plus (ii) his then current target bonus
multiplied by two (2), within 30 days after the Termination
Date (as defined below). The Executive agrees that after the
Termination Date, but prior to payment of the severance pay
and bonus called for by this paragraph, he shall execute a
release, based on the Company's standard form severance
agreement, of any and all claims he may have against the
Company and its officers, employees, directors, parents and
affiliates. Executive understands and agrees
that the payment of the severance pay and bonus called for by
this paragraph are contingent on his execution of the
previously described release of claims.
(b)
Severance
Pay Absent a Change in Control. In the event the
employment
of the Executive is terminated by the Company for a reason
other than for Cause (as defined below), then the Company
shall continue to pay
to the Executive (as severance pay), (1) his regular base
salary as in effect
on the Executive's last day of employment (exclusive of bonus
or any other
compensation), for two (2) years following the Termination
Date (as defined below), plus (ii) at the end of each year,
the amount of Executive's target
bonus as in effect on the Executive's last day of employment.
Unless the
parties agree otherwise, the severance pay provided for in
clause
(i)
above shall be paid in installments, in accordance with the
Company's regular payroll practices, and the
severance
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