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Exhibit
10.6
SEPARATION
AGREEMENT
THIS SEPARATION
AGREEMENT (“Agreement”) is made and entered on July
10, 2007, by and between Tecstar Automotive Group, Inc.
(“Tecstar”), Quantum Fuel Systems Technologies
Worldwide, Inc. (“Quantum”) and Douglass C. Goad
(“Goad”).
RECITALS:
A. Tecstar and Goad are
parties to a certain Employment Agreement dated June 1, 2006
(“Employment Agreement”).
B. Tecstar and Goad desire to
terminate the Employment Agreement and Goad’s employment
thereunder with Tecstar.
NOW, THEREFORE, in
consideration of the foregoing and of the following mutually agreed
upon promises and covenants and other good and valuable
consideration, the adequacy, sufficiency and receipt of which are
hereby expressly acknowledged, the parties agree as
follows:
1. Termination of
Employment. The parties agree that the Employment Agreement
and Goad’s employment with Tecstar shall be terminated
effective August 3, 2007 (“Effective Date”). Goad shall
receive his base pay and benefits (including accrued vacation)
through the Effective Date.
2. Separation Pay and
Benefits . On the Effective Date, Tecstar agrees to pay and
provide Goad with the following:
A. A lump sum cash payment of
Four Hundred Thousand ($400,000) Dollars, less applicable
withholding taxes; and
B. Tecstar shall transfer
ownership and title to the 2006 Cadillac STS currently used by Goad
in the performance of his employment duties and a 2001 black Chevy
Tahoe.
Goad acknowledges and agrees
that the payments and benefits described above are in full and
complete satisfaction of any and all obligations that Tecstar
and/or Quantum may have under the Employment Agreement including,
without limitation, those payments and benefits described in
Section 3.2 of the Employment Agreement. By executing this
Agreement, Goad acknowledges and agrees that he is waiving and
releasing Tecstar and Quantum from any rights he may have under the
Employment Agreement.
3. Covenant Not to
Compete . Goad covenants and agrees that for a period of
one (1) year following the Effective Date (“Restricted
Period”), he shall not within the United States or Canada
(“Restricted Area”), in any manner, directly or
indirectly, through intermediaries or other persons or entities,
either as owner, shareholder, director, officer, agent, consultant,
creditor, representative, investor, partner, employee, or on behalf
of any other person or entity, or
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in any other capacity whatsoever (i)
obtain employment with Tecstar, without the prior consent of
Quantum which consent will not be unreasonably withheld, (ii)
engage in, assist, provide capital, services, advice or information
to, or in any manner whatsoever become associated with any business
or enterprise that engages in a “Competitive Business”
(as defined herein), or (iii) interfere with or attempt in any
manner to interfere or disrupt any relationship or agreement
between Tecstar or Quantum and any of its customers, employees,
agents, representatives or others doing business with Tecstar or
Quantum. For this purpose, a Competitive Business means limited
volume production programs for OEM’s substantially similar in
nature to the programs now or previously executed by Tecstar for
General Motors and/or Ford including, without limitation, the
Chevrolet S-10 Xtreme, Chevrolet Tahoe Z71, Chevrolet Colorado
Canyon (Skid Plate), Chevrolet Silverado SS, and the Ford Foose
F150.
Goad acknowledges that (i)
the provisions of this Section 3 of the Agreement are essential to
Tecstar and Quantum; (ii) neither Tecstar nor Quantum would enter
into this Agreement if it did not include such provisions; (iii)
the damages sustained by Tecstar or Quantum as a result of any
breach of such provisions cannot be adequately remedied by damages;
and, (iv) in addition to any other right or remedy that the Tecstar
and/or Quantum may have under this Agreement by law or otherwise,
Tecstar and/or Quantum will be entitled to injunctive and other
equitable relief to prevent or curtail any breach of any such
provisions.
4. Mutual Release and
Indemnification .
a. In consideration for and
as a condition to the payments and benefits provided by Tecstar to
Goad under Section 2 of this Agreement, Goad hereby agrees to
execute a Release Certificate in the form attached hereto as
Exhibit A. Goad agrees to indemnify, defend and the Released
Parties (as defined in the Release Certificate) harmless from any
and all claims arising from Goad’s breach of this Agreement
or the Release Certificate.
b. In consideration for
Goad’s execution of this Agreement and the Release
Certificate, Tecstar and Quantum, for themselves and each of their
affiliates, agree to release Goad from any and all claims of any
kind, known and unknown, which they may now have or have ever had
against Goad or arising out of Goad’s employment relationship
with them. Notwithstanding the foregoing, Goad acknowledges and
agrees that the foregoing release of any claim shall not apply and
shall have no effect to the extent the claim is based on any
fraudulent act or omission of Goad. Tecstar/Quantum agree to
indemnify, defend and hold Goad harmless from any and all claims
(i) asserted by Tecstar/Quantum against Goad with respect to a
released claim and (ii) asserted by Goad against Tecstar/Quantum
arising from Tecstar/Quantum’s breach of this
Agreement.
c. Tecstar and Quantum
further agree to indemnify Goad for any obligations that Goad may
have under any personal guarantees executed by Goad during the
course of his employment with Tecstar, provided that, such
guarantees (i) were given in support of a legal obligation of
Tecstar, (ii) were executed by Goad in connection with his
employment or status as an owner of Tecstar, and (iii) were
executed by Goad in good faith and in furtherance of the best
interests of Tecstar.
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5. Binding
Effect. This Agreement shall be bind
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