SEVERANCE AGREEMENT AND COVENANTSTermination Severance Agreement |
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SEVERANCE
AGREEMENT AND COVENANTS
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1.
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PARTIES.
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The
parties to this Severance Agreement and Covenants (hereinafter “Agreement”)
are
Michael L. Weiner (“M. Weiner”) and Biophan Technologies, Inc., a Nevada
corporation (“Biophan”).
| 1.1 |
M.
WEINER.
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For
the
purposes of this Agreement, M. Weiner means M. Weiner, M. Weiner’s heirs,
executors, administrators, assigns, and spouse (as applicable).
| 1.2 |
BIOPHAN.
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For
purposes of this Agreement “Biophan” means Biophan, and all subsidiaries, and
other business entities thereof, all predecessors and successors of each, and
all of each entity’s
officers, shareholders, directors, employees, agents, or assigns, in their
individual and representative capacities.
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2.
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BACKGROUND
AND PURPOSE.
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M.
Weiner
was employed by Biophan pursuant to an employment agreement dated December
1,
2000 (the “Employment Agreement”). M. Weiner’s employment ended effective
October 3, 2007 (the “Termination Date”). The parties are entering into this
Agreement to define the severance relationship and to settle fully and finally,
any and all claims M. Weiner may have against Biophan, whether asserted or
not,
known or unknown, including, but not limited to, claims arising out of or
related to M. Weiner’s Employment Agreement, employment, claim for reemployment,
termination or any other claims whether asserted or not, known or unknown,
past
or future, that relate to M. Weiner’s employment, termination, reemployment, or
application for reemployment.
| 3. |
ACKNOWLEDGEMENTS
AND REPRESENTATIONS.
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| 3.1 |
PAYMENT.
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As
full
and final payment for all amounts due to M. Weiner, he shall be paid the sum
of
$100,000 (the “Severance Payment”) and shall be issued $250,000 in shares of
common stock, par value $0.005, of the Company (the “Severance Stock”). The
Severance Payment shall be paid, and the Severance Stock shall be issued, to
M.
Weiner in accordance with Schedule A attached hereto. M. Weiner acknowledges
and
agrees that, notwithstanding anything contained in the Employment Agreement
to
the contrary, he has been paid all earned salary, bonuses or other payments
that
may be owed through the Termination Date and no other amounts are due to him
under the Employment Agreement.
Notwithstanding
the foregoing, M. Weiner shall be entitled to receive payment with respect
to
any vacation which may have been accrued, but remain unused, prior to the
Termination Date. In addition, M. Weiner shall be entitled to continue to
receive all employee fringe benefits currently provided to him for a period
of
one (1) year from the date hereof.
| 3.2 |
REGISTRATION
RIGHTS.
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Biophan
hereby agrees that M.
Weiner
will be
entitled to “piggy-back” registration rights with respect to the Severance
Stock, on any registration statement filed by Biophan, the number of shares
proposed to be registered and subject to any limitations pursuant to Rule 415
under
the
Securities Act of 1933, as amended (the “Securities Act”).
Biophan
shall notify M. Weiner in writing at least twenty (20) days prior to filing
any
registration statement under the Securities Act, for purposes of effecting
a
public offering of securities of Biophan and will afford M. Weiner an
opportunity to include in such registration statement all or any part of the
Severance Stock. If M. Weiner desires to include in any such registration
statement all or any part of the Severance Stock M. Weiner shall, within ten
(10) days after receipt of the above-described notice from Biophan, so notify
Biophan in writing, and in such notice shall inform Biophan of the number of
shares of the Severance Stock he wishes to include in such registration
statement. If M. Weiner decides not to include all of his Severance Stock in
any
registration statement thereafter filed by Biophan, M. Weiner shall continue
to
have the right to include his Severance Stock in any subsequent registration
statement or registration statements as may be filed by Biophan with respect
to
offerings of its securities, all upon the terms and conditions set forth
herein.
| 3.3 |
EMPLOYEE
BENEFITS.
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M.
Weiner
acknowledges and agrees that he has received information regarding his rights
to
health insurance continuation and retirement benefits. To the extent M. Weiner
has such rights, nothing in this Agreement will impair those rights.
| 3.4 |
EMPLOYMENT
AGREEMENT COVENANTS.
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M.
Weiner
acknowledges and agrees that under the Employment Agreement, he is bound by
covenants related to confidentiality and non-solicitation of employees. M.
Weiner understands that Biophan retains the right to enforce its rights under
these and other provisions of the Employment Agreement.
| 4. |
RELEASES.
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| 4.1 |
M.
WEINER’S RELEASE.
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M.
Weiner
waives, acquits, forever discharges and hereby releases Biophan from any and
all
claims, demands, actions, or causes of action, whether known or unknown, arising
from or related in any way to any employment of or past or future failure or
refusal to employ M. Weiner by Biophan, or any other past or future claim
(except as reserved by this Agreement or where expressly prohibited by law)
that
relates in any way to M. Weiner’s employment, employment contract, any
termination, compensation, benefits, reemployment or application for employment,
with the exception of any claim either party may have for enforcement of this
Agreement. This release includes any and all claims, direct or indirect, which
might otherwise be made under any applicable local, state or federal authority,
including but not limited to any claim arising under the state or local statutes
where M. Weiner was employed by Biophan dealing with employment, discrimination
in employment, Title VII of the Civil Rights Act of 1964, the Civil Rights
Act
of 1991, the Americans With Disabilities Act, the Family and Medical Leave
Act
of 1993, the Equal Pay Act of 1963, Executive Order 11246, the Rehabilitation
Act of 1973, the Uniformed Services Employment and Reemployment Rights Act
of
1994, the Age Discrimination in Employment Act, the Older Workers Benefit
Protection Act, the Fair Labor Standards Act, wage and hour statutes of the
state where employed, all as amended, any regulations under such authorities,
or
any other applicable statutory contract, tort, or common law theories, except
that M. Weiner does not release Biophan from its obligations under this
Agreement, its contribution and indemnification obligations, if any, or from
any
coverage under any policy of insurance providing indemnity and related costs
for
the benefit of M. Weiner.
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