EXHIBIT
10.3
SEVERANCE
AGREEMENT
This
Severance Agreement (this “ Agreement ”) is made
and entered as of the 16 th
day of
February, 2009, by and between MEDIS TECHNOLOGIES LTD. , a
Delaware corporation, having a principal place of business at 805
Third Avenue, New York, New York 10022 (the “
Company ”) and ROBERT K. LIFTON , an individual
residing at 93 Black Brook Road, Bedford Village, New
York 10506 (the “ Consultant
”).
WHEREAS , the
Company and the Consultant are parties to that certain Consulting
Agreement, dated as of February 9, 2008, a copy which is attached
hereto as Exhibit A (the “ Consulting Agreement
”); and
WHEREAS
, the
Company and the Consultant desire to set forth herein their
agreement with respect to all remuneration to be paid to the
Consultant in connection with the expiration of his consulting
relationship with the Company; and
WHEREAS
,
capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to such terms in the Consulting
Agreement.
NOW, THEREFORE , in
consideration of the mutual covenants herein contained, and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereof agree as
follows:
1.
Severance Payments .
(a)
Upon
the expiration of the Initial Term, the Company shall pay to
Consultant, his heirs or the legal representatives of his estate,
an amount equal to One Hundred Eighty Thousand
Dollars ($180,000) (the “ Severance Amount ”),
payable during the twelve (12) month period commencing on the date
of the expiration of the Initial Term (the “ Severance
Period ”). The Severance Amount shall be
payable at the times and in the manner the Company shall determine;
provided, however, no less frequently than on a monthly
basis. The obligation of the Company to make any of the
payments to Consultant required pursuant to the terms of this
Agreement shall be conditioned upon the delivery by the Consultant
of a general release, in form and substance reasonably satisfactory
to the Company, by which the Consultant unconditionally, without
any reservation, irrevocably and forever releases and discharges
the Company and its affiliates, and their respective shareholders,
members, partners, officers, directors, managers and employees
(collectively, the “ Released Parties ”) of and
from any and all claims, causes of action or demands, that the
Consultant then has, or may have, against any of the Released
Parties, other than claims arising under this
Agreement. The Company shall also deliver a general
release, in form and substance reasonably satisfactory to the
Consultant, by which the Company unconditionally, without any
reservation, irrevocably and forever releases and discharges the
Consultant, his heirs and the legal representatives of his estate
(collectively, the “ Consultant Released Parties
”) of and from any and all claims, causes of action or
demands, that the Company then has, or may have, against any of the
Consultant Released Parties, other than claims arising under this
Agreement.
(b)
In the
event that the Company achieves Five Million Dollars ($5,000,000)
in gross revenue during each of two consecutive fiscal
quarters during the Severance Period, the
Company
shall be obligated to pay, and the Consultant shall be entitled to
receive, an additional Thirty Thousand Dollar ($30,000) severance
payment (the “ Bonus Severance Amount
”). The Bonus Severance Amount shall be paid in a
lump-sum installment on a date which is no later than thirty days
after the last day of the applicable fiscal quarter.
(c)
The
Consultant acknowledges and agrees that he shall have no further
right to receive, and the Company shall have no obligation to pay,
any amount in excess of the Severance Amount and the Bonus
Severance Amount, if applicable, upon the e
