EXHIBIT 10.2
CET SERVICES, INC.
SEVERANCE AGREEMENT
This
Severance Agreement (the "Agreement") is made and entered into
by
and between Ann J. Heckler ("Executive") and CET Services, Inc.
(the
"Company"), effective as of September 24, 2007 (the "Effective
Date").
RECITALS
1.
The Executive has
provided many years of valuable service to the
Company.
2.
The Board of Directors
believes that it is in the best interests of
the Company to reward the past services of Executive by providing
Executive
with certain severance benefits upon Executive's termination of
employment.
3.
The Board of Directors
also deems it to be in the best interest of
the Company to obtain the agreement of Executive to assist the
Company
following a termination of employment.
4.
Certain capitalized
terms used in the Agreement are defined in
Section 7 below.
AGREEMENT
NOW, THEREFORE, in
consideration of the mutual covenants contained
herein, the parties hereto agree as follows:
1.
Term of Agreement.
This Agreement will have a term of three (3)
years commencing on the Effective Date. On the third anniversary of
the
Effective Date, and on each annual anniversary of the Effective
Date
thereafter, this Agreement automatically will renew for an
additional one
(1)-year term unless either party provides the other party with
written
notice of non-renewal at least thirty (30) days prior to the date
of
automatic renewal.
2.
At-Will Employment.
The Company and Executive acknowledge that
Executive's employment is and will continue to be at-will, as
defined under
applicable law, except as may otherwise be specifically provided
under the
terms of any written formal employment agreement between the
Company and
Executive (an "Employment Agreement") and subject to the terms of
this
Agreement. If Executive's employment terminates for any reason
during the
term of this Agreement, Executive will not be entitled to any
payments,
benefits, damages, awards or compensation other than as provided by
this
Agreement or under Executive's employment arrangements.
3.
Severance
Benefits.
(a) Termination without Cause or Resignation. If the Company or
its
Affiliates terminate Executive's employment with the Company or
its
Affiliates, respectively, without Cause or Executive resigns from
such
employment, and Executive signs and does not revoke a separation
agreement
and release of claims with the Company (in a form acceptable to the
Company),
then Executive will receive the following severance from the
Company:
(i) Accrued
Compensation. Within ten days following
termination in accordance with this Section 3(a), the Company shall
pay
Executive all accrued but unpaid vacation, expense reimbursements,
wages, and
other benefits due to Executive under any Company-provided plans,
policies,
and arrangements.
(ii) Severance
Payment. Within ten days following termination
in accordance with this Section 3(a), Executive shall receive a
lump sum
severance payment (less applicable withholding taxes) equal to
one-half of
Executive's annual base salary as in effect immediately prior to
Executive's
termination date.
(iii) Continued
Employee Benefits. Executive shall receive
Company-paid coverage for a period of six (6) months following
termination
under this Section 3(a) for Executive and Executive's eligible
dependents
under the Company's Benefit Plans. However, such Benefit Plans shall
not
include any vacation or sick leave benefits applicable to the
period after
termination of employment.
(iv) Stock Grant.
Unless Executive advises the Company in
writing that Executive chooses not to accept the stock grant,
within 30 days
following termination in accordance with this Section 3(a), the
Company shall
grant 20,000 shares of the Company's common stock to Executive and
issue a
certificates to Executive representing such shares. Executive shall provide
the Company such documents and representations as may be reasonable
or
necessary for the Company to establish compliance with applicable
securities
laws in connection with the stock grant.
(b) Termination for
Cause. If Executive's employment with the
Company or its Affiliates is terminated for Cause by the Company,
then
Executive will not be entitled to receive severance or other
benefits except
for those (if any) as may then be established under the Company's
then
existing severance and benefits plans and practices or pursuant to
other
written agreements with the Company, including, without limitation,
any
employment agreement.
(c) Disability; Death.
If the Company terminates Executive's
employment as a result of Executive's Disability, or Executive's
employment
terminates due to his death, then Executive, or Executive's estate
as the
case may be, shall be entitled to receive severance or other
benefits as
provided in Section 3(a).
(d) Exclusive Remedy.
In the event of a termination of Executive's
employment as set forth in Section 3(a), the provisions of this
Section 3 are
intended to be and are exclusive and in lieu of any other rights or
remedies
to which Executive or the Company may otherwise be entitled,
whether at law,
tort, contract, or in equity. Executive will be entitled to no
benefits,
compensation or other payments or rights upon termination of
employment other
than those benefits expressly set forth in this Section 3.
2
4.
Assistance after
Termination of Employment. After the date of
Executive's employment as set forth in Section 3(a), Executive
agrees that
Executive will provide, as requested by the Company, up to one
hundred eighty
(180) hours of service to the Company during the twelve (12) month
period
commencing on the date of termination.
5.
Code Section 409A.
(a) Distributions.
Notwithstanding anything to the contrary in
this Agreement, if Executive is a "specified employee" within the
meaning of
Section 409A of the Internal Revenue Code of 1986, as amended (the
"Code")
and the final regulations and any guidance promulgated thereunder
("Section
409A") at the time of Executive's termination, and the severance
payable to
Executive, if any, pursuant to this Agreement, when considered
together with
any other severance payments or separation benefits which may be
considered
deferred compensation under Section 409A (together, the
"Deferred
Compensation Separation Benefits") will not and could not under
any
circumstances, regardless of when such termination occurs, be paid
in full by
the fifteenth day of the third month of the Company's fiscal year
following
Executive's termination, then only that portion of the Deferred
Compensation
Separation Benefits which do not exceed the Section 409A Limit (as
defined
below) may be made within the first six (6) months following
Executive's
termination of employment in accordance with the payment schedule
applicable
to each such payment or benefit. For these purposes, each severance
payment
and benefit is hereby designated as a separate payment and will
not
collectively be treated as a single payment. Any portion of the
Deferred
Compensation Separation Benefits in excess of the Section 409A
Limit shall
accrue and, to the extent such portion of the Deferred
Compensation
Separation Benefits would otherwise have been payable within the
first six
(6) months following Executive's termination of employment, will
become
payable on the first payroll date that occurs on or after the date
six (6)
months and one (1) day following the date of Executive's
termination of
employment. All subsequent Deferred Compensation Separation
Benefits, if any,
will be payable in accordance with the payment schedule applicable
to each
payment or benefit.
(b) Amendment. This
provision is intended to comply with the
requirements of Section 409A so that none of the severance payments
and
benefits to be provided hereunder will be subject to the additional
tax
imposed under Section 409A, and any ambiguities herein will be
interpreted to
so comply. The Company and Executive agree to work together in good
faith to
consider amendments to this Agreement and to take such reasonable
actions
which are necessary, appropriate or desirable to avoid imposition
of any
additional tax or income recognition prior to actual payment to
Executive
under Section 409A.
6.
Excise Tax Gross-Up.
In the event that the benefits provided for in
this Agreement constitute "parachute payments" within the meaning
of Section
280G of the Code and will be subject to the excise tax imposed by
