November 10, 2007
November
10, 2007
Blomenco,
B.V.
Xxx
Blomen
Xxxxxxxxxxx
0
0000
XX
Xxxxxxxxxx
Xxxxxxxxxxx
You
(Xxx
Blomen) and the Board of Directors of HydroGen Corporation have come to the
conclusion that, given the critical point that the Company has reached in its
life-cycle, that the Chief Executive Officer of HydroGen Corporation and
HydroGen, L.L.C. (the “Company”) should be a full-time employee of the Company
living in the United States and working out of the Company’s offices on a daily
basis. Given the Company’s desire to retain your services as a consultant and
your desire to continue providing consulting services to the Company through
Blomenco B.V. (“Blomenco”) we would like to retain your services as a consultant
to provide technical and other services to the Company and end your consulting
services as Chief Executive Officer and Chief Technology Officer of HydroGen
Corporation and the Company.
To
that
end, we have agreed to terminate cooperatively any consulting or other
relationship between the Company and Blomenco, through which you provide Chief
Executive Officer and Chief Technology Officer services as a consultant to
the
Company and HydroGen Corporation, and to enter into the attached Consulting
Agreement between the Company and Blomenco dated November 10, 2007 to govern
your future relationship with the Company. The term “you” in the remainder of
this Separation Agreement and General Release (“Separation Agreement”) shall
mean collectively Xxx Blomen and Blomenco.
Paragraph 1
and paragraph 6 through 22 of this Separation Agreement, the Consulting
Agreement between and among the Company, Xxx Blomen and Blomenco dated November
10, 2007 attached as Exhibit "A" (the "Consulting Agreement") and the
Confidential Information, Noncompetition and Invention Assignment Agreement
attached as Exhibit “B” (“Confidential Information Agreement”) will be effective
November 10, 2007. Paragraphs 2 through 5 of this Separation Agreement will
be effective after your signature and expiration of the revocation period set
forth in Paragraph 21 of this Agreement.
1. General
Terms of Termination.
We
mutually agree as follows:
(a) The
consulting relationship between the Company and Blomenco through which Xxx
Blomen provides Chief Executive Officer and Chief Technology Officer services
as
a consultant to the Company and HydroGen Corporation or any other relationship
between Xxx Blomen or Blomenco and the Company and Xxx Blomen or Blomenco and
HydroGen Corporation, shall end effective November 10, 2007 (the “Termination
Date”), and the future consulting relationship shall be exclusively governed by
the Consulting Agreement, except as expressly provided herein.
(b) Xxx
Blomen shall continue to be a Director of HydroGen Corporation, and Chairman
of
the Board of Directors of HydroGen Corporation (the “Board of Directors”), and a
shareholder of HydroGen Corporation, subject to your right to resign your Board
position and the right to remove you from the Board or as Chairman at any time,
consistent with the Board of Director’s fiduciary obligations, Nevada Law, the
Articles of Incorporation of HydroGen Corporation, and the By-Laws of HydroGen
Corporation. During the time you serve as Chairman, you will receive annual
compensation at a rate of €25,000 payable in equal monthly
installments.
(c) Blomenco
will be paid the amount of €4,846.15 representing any accrued amounts for
consulting services rendered that are unpaid as of the Termination
Date.
(d) Blomenco
will be paid for (i) any accrued but unreimbursed reasonable travel and business
related expenses of Xxx Blomen related to Xxx Blomen’s consulting services to
the Company or HydroGen Corporation that were incurred prior to the Termination
Date and (ii) any accrued but unreimbursed reasonable travel related expenses
of
Xxx Blomen’s wife incurred during October 2007 while accompanying Xxx Blomen on
business travel related to Xxx Blomen’s consulting services to the Company or
HydroGen Corporation that were incurred prior to the Termination
Date.
(e) You
shall
enter into and be bound by the Confidential Agreement, which shall supercede
the
Employment, Confidential Information, Noncompetition and Invention Assignment
Agreement signed by you on May 2, 2005.
(f) You
shall
be bound by and comply with the Xxxxxxx Xxxxxxx Policy attached as Exhibit
“C”.
(g) You
shall
sign and provide the Company with the letter providing notice of termination
attached as Exhibit “F”.
2. Termination
Payment.
Once
your General Release in Paragraph 3 below becomes effective, and provided
you comply with the other terms, conditions and requirements below, the Company
agrees:
(a) To
pay
Blomenco €252,000, to be paid out in equal bi-monthly installments, beginning
not more than 21 days after you execute and return (without revoking) this
Separation Agreement to the Company.
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(b) To
pay
Blomenco a pro rated Annual Supplemental Fee (the “Annual Supplemental Fee”) for
the 2007 calendar year, calculated as referenced in Exhibit “D”.
(c) To
pay
Blomenco the equivalent in Euros of $31,583 to be paid in one lump sum payment
on or before January 15, 2008.
(d) To
continue the Consulting Agreement under its terms and conditions;
(e) For
purposes of the Stock Option Agreement between Xxx Blomen and HydroGen
Corporation made as of December 11, 2006 attached as Exhibit “E” (the “Stock
Option Agreement”), a termination of employment by Hydrogen Corporation without
cause under Section 5.4 has not occurred. Termination of the Consulting
Agreement shall be deemed termination of employment for purposes of the Stock
Option Agreement. As long as the Consulting Agreement remains in effect, your
shares shall continue to vest in accordance with the terms of the Stock Option
Agreement and as provided herein.
(f) You
may
retain the laptop computer and cell phone provided to you by the Company and
in
your possession on the Termination Date.
(g) You
will
not be eligible for the payments and benefits described in Paragraph 2 unless:
(i) you sign this Separation Agreement and return it to the Company no later
than 21 days after it is received by you and you do not timely revoke it in
accordance with Paragraph 21 below; (ii) you comply with Paragraph 7 below
relating to Company property; (iii) you have entered into and comply with
the Confidential Information Agreement; and (iv) you have entered into and
comply with the Consulting Agreement.
3. General
Release.
(a) In
exchange for the consideration described in Paragraph 2, you release and
forever discharge, to the maximum extent permitted by law, the Company, HydroGen
Corporation, and each of the other “Releasees” as defined below, from any and
all claims, causes of action, complaints, lawsuits or liabilities of any kind
(collectively “Claims”) as described below which Xxx Blomen, his heirs, agents,
administrators, successors, executors or assigns have or may have against the
Company, HydroGen Corporation or any of the other Releasees, or which Blomenco,
its parent, subsidiary, related or affiliated entities and respective past,
present, and future officers, directors, shareholders, attorneys, employees,
insurers, agents, and their respective successors and assigns may have against
the Company, HydroGen Corporation or any of the other Releasees.
(b) By
agreeing to this General Release, you are waiving, to the maximum extent
permitted by law, any and all Claims which you have or may have against the
Company, Hydrogen Corporation or any of the other Releasees arising out of
or
relating to any conduct, matter, event or omission existing or occurring before
you sign this Separation Agreement, including but not limited to the
following:
(i) any
Claims having anything to do with Blomenco’s consulting relationship with the
Company, HydroGen Corporation, or any of the Releasees, or termination of such
relationship, including but not limited to Claims based on any alleged
agreement, promise, representation, the Draft Agreement, or based on any
negotiations or communications at any time regarding the terms of any such
consulting relationship;
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(ii) any
Claims having anything to do with Xxx Blomen’s consulting or other relationship,
if any, with the Company, HydroGen Corporation, or any of the Releasees, or
termination of any such relationship, including but not limited to Claims based
on any alleged agreement, promise, representation, the Draft Agreement, or
based
on any negotiations or communications at any time regarding the terms of any
such consulting or other relationship, if any;
(iii)
any
Claims relating to any employment relationship between Xxx Blomen and either
Hydrogen Corporation or the Company;
(iv) any
Claims relating to the ownership of any intellectual property relating in any
way to the Company's current or planned business, products or
services;
(v) any
Claims for unpaid or withheld wages, severance or retention payments, benefits,
bonuses, commissions, Annual Retainer or Annual Supplemental Fee, and/or other
compensation of any kind;
(vi) any
Claims for reimbursement of expenses of any kind;
(vii) any
Claims for attorneys’ fees or costs;
(viii) any
Claims for benefits of any kind, including but not limited to those under the
Employee Retirement Income Security Act (“ERISA”);
(ix) any
Claims of discrimination and/or harassment based on age, sex, race, religion,
color, creed, disability, handicap, citizenship, national origin, ancestry,
sexual orientation, or any other factor protected by Federal, State or Local
law
as enacted or amended (such as the Age Discrimination in Employment Act,
29 U.S.C. §621 et. seq.;
Title VII of the Civil Rights Act of 1964; the Americans with Disabilities
Act, the Immigration Reform and Control Act, the New York State Human Rights
Law, the New York City Human Rights Law, or the Pennsylvania Human Relations
Act) and any Claims for retaliation under any of the foregoing laws;
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(x) any
Claims regarding leaves of absence including, but not limited to, any Claims
under the Family and Medical Leave Act;
(xi) any
Claims under the National Labor Relations Act;
(xii) any
Claims under the Xxxxxxxx-Xxxxx Act;
(xiii) any
Claims for violation of public policy;
(xiv) any
whistleblower or retaliation Claims;
(xv) any
Claims for emotional distress or pain and suffering; and/or
(xvi) any
other
statutory, regulatory, common law or other Claims of any kind, including, but
not limited to, Claims for breach of contract, libel, slander, fraud, wrongful
discharge, promissory estoppel, equitable estoppel and
misrepresentation.
(c) The
term
“Releasees” includes: all and singularly, HydroGen, L.L.C., HydroGen
Corporation, and any of their direct or indirect parent, subsidiary, related
or
affiliated companies, and each of their past and present employees, officers,
directors, attorneys, owners, partners, insurers, benefit plan fiduciaries
and
agents, and all of their respective predecessors, successors and assigns.
(d) It
is
important that you understand that this General Release includes all Claims
known or unknown by you, those that you may have already asserted or raised
as
well as those that you have never asserted or raised.
4. Non-Released
Claims.
The
General Release in Paragraph 3 above does not
apply
to:
(a) Any
Claims for benefits under the stock option plan applicable to the Stock Option
Agreement;
(b) Any
Claims to enforce the commitments set forth in this Separation Agreement or
the
Consulting Agreement;
(c) Any
Claims to interpret or to determine the scope, meaning or effect of this
Separation Agreement;
(d) Any
Claims arising out of any conduct, matter, event or omission existing or
occurring after you have signed this Separation Agreement.
(e) Any
Claims for indemnification referred to in Paragraph 10 of this
Agreement.
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Further,
the General Release does not prevent you from contacting or filing a charge
with
any federal, state or local government agency or commission. However, the
General Release does prevent you, to the maximum extent permitted by law, from
obtaining any monetary or other personal relief for any of the Claims you are
releasing in Paragraph 3.
5. Adequacy
of Consideration.
You
acknowledge and agree that the consideration under Paragraph 2
above:
(a) Is
not
required by any policy, plan or prior agreement;
(b) Constitutes
adequate consideration to support your General Release in Paragraph 3
above;
(c) Fully
compensates you for the Claims you are releasing; and
(d) Constitutes
adequate consideration for the Confidential Information Agreement.
For
purposes of this Separation Agreement, “consideration” means something of value
to which you are not already entitled.
6. Prohibition
on Using or Disclosing Confidential Information.
Regardless of whether you sign this Agreement, you are prohibited from using
or
disclosing confidential and/or proprietary information acquired as a result
of
the consulting or other relationship with the Company, HydroGen Corporation
or
any other Releasee, and which is not generally known by or readily accessible
to
the public. This confidential or proprietary information includes, but is not
limited to: Company proprietary or confidential information, technical data,
trade secrets or know-how, including, but not limited to, research, product
plans, products, services, customer lists and customers (including, but not
limited to, potential customers of the Company with whom you have become
acquainted), customer contacts, customer purchasing practices, markets,
software, developments, inventions, processes, formulas, technology, designs,
drawings, engineering, marketing, distribution and sales methods and systems,
sales and profit figures, finances, personnel information including but not
limited to that regarding compensation, skills and duties, and other business
information that you learned of, obtained, or that was disclosed to you during
the course of your consultancy, either directly or indirectly, in writing,
orally or by drawings or inspection of documents or other tangible property.
However, confidential or proprietary information does not include any of the
foregoing items which have been made generally available to the public and
become publicly known through no wrongful act of yours, or any information
known
to you prior to or outside of your affiliation with the Company.
7. Company
Property and Documents.
Regardless of whether you sign this Agreement, and as a condition of receiving
the payments and benefits set forth in Paragraph 2 above, you agree to return
promptly to the Company any and all Company and/or HydroGen Corporation property
or documents relating to the business of the Company or HydroGen Corporation
requested by the Company to be returned containing Confidential Information
as
defined in the Confidential Information Agreement, other than documents provided
to all members of the Board of Directors.
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8. Release
by Company.
The
Company agrees to release you of and from any Claims arising out of your
performance of consulting or any other services for the Company prior to the
Termination Date based upon facts which are known to the Company or its Board
of
Directors as of the Termination Date, other than any Claims, based upon facts
which are known or unknown, for theft, embezzlement, breach of fiduciary duty,
fraud, misappropriation of Company assets or business opportunity, or self
dealing.
9. Confidentiality
of this Separation Agreement.
You
agree that, at all times, the existence, terms and conditions of this Separation
Agreement will be kept secret and confidential and will not be disclosed
voluntarily to any third party, except: (i) to your spouse, if applicable,
(ii) to the extent required by law; (iii) in connection with any Claim
to enforce, interpret or determine the scope, meaning, or effect of the
Separation Agreement; or (iv) to obtain confidential legal, tax or
financial advice with respect thereto.
10. Directors
and Officers Insurance and Indemnification Agreement.
(a) The
Company and HydroGen Corporation acknowledge that the execution of this
Agreement shall not impair your rights under HydroGen Corporation’s Directors
and Officers Insurance coverage as it pertains to (a) actions taken by you
prior
to the Termination Date in your capacity as Chief Executive Officer of HydroGen
Corporation and the Company or Chief Technology Officer of HydroGen Corporation
and the Company and (b) your status as a director of the Board of Directors.
The
Company and HydroGen Corporation further acknowledge that the execution of
this
Agreement shall not impair your rights under the Indemnification Agreement
by
and between you and HydroGen Corporation dated as of September 14, 2006 with
respect to your status as a director of the Board of Directors and your status
as Chief Executive Officer of the Company and HydroGen Corporation and Chief
Technology Officer of the Company and HydroGen Corporation prior to the
Termination Date, and any indemnification rights and rights to advancement
of
legal fees available under the Company’s bylaws or the laws of the state of
Nevada, if any.
(b) In
the
event that the United States government should determine that you must pay
income tax to the United States government under the Tax Convention between
the
U.S. and the Netherlands in connection with matters occurring prior to the
execution of this Separation Agreement, and that you must withhold this amount
(which is considered “exempt” from double taxation under Article 25, Paragraph 2
of the Tax Convention; the “Exempt Amount”) at the same time as, and in addition
to, ongoing income tax withholdings as required by the Netherlands, the Company
agrees to pay you funds equal to the Exempt Amount. You will repay any amount
paid once you are reimbursed for the Exempt Amount by the Dutch government.
Additionally, the Company agrees to reimburse Blomenco for any administrative
fees not to exceed 5% of taxable income levied by the Dutch government pursuant
to its reimbursement of the Exempt Amount. You agree to provide to the Company
such tax and related documents that evidence your obligations to the Dutch and
U.S. governments. In the event you do not use your best efforts to obtain
reimbursement for the Exempt Amount by the Dutch government or provide the
Company with tax and related documents requested, you shall immediately repay
to
the Company all amounts it paid to you under this section 10(b).
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11. Cooperation.
You
agree that, upon reasonable request, you will meet with representatives or
agents of the Company or HydroGen Corporation and provide any information you
acquired during the course of your consulting or other relationship, if any,
that relates in any way to any disputes or other matters involving the Company,
HyrdoGen Corporation or any Releasee (as defined above), subject to the terms
of
the Consulting Agreement.
12. Non-Disparagement.
You
agree that you will not make any negative comments or disparaging remarks,
in
writing, orally or electronically, about the Company or any other Releasee
(as
defined above) and their respective products and services. The Company agrees
that its officers and the Board of Directors of HydroGen Corporation will not,
directly or indirectly, make any negative comment or remarks about you or your
services. However, nothing in this Separation Agreement is intended to or shall
be interpreted to restrict the right and/or obligation: (i) to testify
truthfully in any forum; or (ii) to contact, cooperate with or provide
information to any government agency or commission.
13. Governing
Law and Forum.
This
Separation Agreement shall be governed by and construed in accordance with
the
laws of Pennsylvania, without giving effect to any conflict of law provisions.
Any court action instituted by you or on your behalf relating in any way to
this
Separation Agreement, the consulting relationship between the Company and
Blomenco, or the consulting or other relationship Xxx Blomen may have, if any,
(including any employment relationship) with the Company or HydroGen
Corporation, shall be filed exclusively in federal or state court in the County
of Allegheny, Commonwealth of Pennsylvania, and you consent to the jurisdiction
and venue of these courts. In the event you substantially prevail in any action
to enforce this Separation Agreement, the Consulting Agreement or the
Confidential Information Agreement, the Company agrees to pay your reasonable
attorneys fees, costs and expenses of the action. In the event that the Company
substantially prevails in any action to enforce this Separation Agreement,
the
Consulting Agreement or the Confidential Information Agreement, you agree to
pay
the Company’s reasonable attorneys fees, costs and expenses of the
action.
14. Statement
of Non-Admission.
Nothing
in this Separation Agreement is intended as or shall be construed as an
admission or concession of liability or wrongdoing by any party to this
Agreement or any Releasee. Rather, the proposed Separation Agreement is being
entered into for the sole purpose of settling cooperatively and amicably any
and
all possible disputes between the parties and describing their rights and
obligations.
15. Interpretation
of Agreement.
Nothing
in this Separation Agreement is intended to violate any law or shall be
interpreted to violate any law. If any paragraph or part or subpart of any
paragraph in this Separation Agreement or the application thereof is construed
to be overbroad and/or unenforceable, then the court making such determination
shall have the authority to narrow the paragraph or part or subpart of the
paragraph as necessary to make it enforceable and the paragraph or part or
subpart of the paragraph shall then be enforceable in its/their narrowed form.
Moreover, each paragraph or part or subpart of each paragraph in this Separation
Agreement is independent of and severable (separate) from
each
other. In the event that any paragraph or part or subpart of any paragraph
in
this Separation Agreement is determined to be legally invalid or unenforceable
by a court and is not modified by a court to be enforceable, the affected
paragraph or part or subpart of such paragraph shall be stricken from the
Separation Agreement, and the remaining paragraphs or parts or subparts of
such
paragraphs of this Separation Agreement shall remain in full, force and
effect.
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16. Entire
Agreement.
This
Separation Agreement and Exhibits constitutes the entire agreement between
the
parties and supersedes any and all prior representations, agreements, written
or
oral, expressed or implied, by the Company or any Releasee arising out of or
relating in any way to the consulting relationship between the Company or
HydroGen Corporation and Blomenco or the consulting or other relationship Xxx
Blomen may have, if any with the Company or HydroGen Corporation. This
Separation Agreement may not be modified or amended other than by an agreement
in writing signed by Blomenco, Xxx Blomen and the Company’s Chief Executive
Officer or President.
17. Acknowledgment.
You
acknowledge and agree that, subsequent to the Termination Date, you shall not
be
eligible for or owed any compensation, payments or benefits from the Company
or
any of the Releasees arising out of any consulting, or other relationship with
the Company or any of the Releasees, except as otherwise expressly set forth
in
this Separation Agreement in Paragraph 2. You also acknowledge and agree that
you have been paid for all consulting, employment or other services provided
by
you to the Company or any Releasee, except for any payments owed to you pursuant
to Paragraph 1 which shall be paid to you regardless of whether you sign this
Separation Agreement.
18. Headings.
The
headings contained in this Separation Agreement are for convenience of reference
only and are not intended, and shall not be construed, to modify, define, limit,
or expand the intent of the parties as expressed in this Separation Agreement,
and they shall not affect the meaning or interpretation of this Separation
Agreement.
19. Days.
All
references to a number of days throughout this Agreement refer to calendar
days.
20. Representations.
You
agree and represent that:
(a) You
have
read carefully the terms of this Separation
Agreement,
including the General Release;
(b) You
have
had an opportunity to and have been encouraged to review this Separation
Agreement,
including the General Release, with an attorney;
(c) You
understand the meaning and effect of the terms of this Separation
Agreement,
including the General Release;
(d) You
were
given twenty-one (21) days to determine whether you wished to sign this
Separation
Agreement,
including the General Release;
(e) Your
decision to sign this Separation
Agreement,
including the General Release, is of your own free and voluntary act without
compulsion of any kind;
(f) No
promise or inducement not expressed in this Separation
Agreement
has been
made to you; and
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(g) You
have
adequate information to make a knowing and voluntary waiver.
21. Revocation
Period.
If you
sign this Separation
Agreement,
you
will retain the right to revoke it for seven (7) days. If you revoke this
Separation
Agreement,
you are
indicating that you have changed your mind and do not want to be legally bound
by this Separation
Agreement.
The
Separation
Agreement
shall
not be effective until after the Revocation Period has expired without your
having revoked it. To revoke this Separation
Agreement,
you
must send a certified letter to my attention at the following address: c/o
HydroGen Corporation, 00 Xxxx 00xx
Xxxxxx,
Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000. The letter must be post-marked within
seven (7) days of your execution of this Separation
Agreement.
If the
seventh day is a Sunday or federal holiday, then the letter must be post-marked
on the following business day. If you revoke this Separation
Agreement
on a
timely basis, you shall not be eligible for any of the consideration set forth
in Paragraph 2.
22. Offer
Expiration Date.
As
noted above, you have twenty-one (21) days to decide whether you wish to sign
this Separation Agreement. This offer shall remain open for 21 days and for
seven (7) days after your signature and is irrevocable during that time. If
you
do not sign this Separation
Agreement
within
twenty-one (21) days of the date you receive it, then this offer is withdrawn
and you will not be eligible for the consideration set forth in Paragraph 2
above.
*
*
*
If
you
agree with the all of the terms of this Separation
Agreement,
please
sign below, indicating that you understand, agree with and intend to be legally
bound by this Separation
Agreement,
including the General Release, and return the signed Separation
Agreement
to
me.
Sincerely,
/s/
Xxxxxx Xxxxxxxx
Xxxxxx
Xxxxxxxx
President
UNDERSTOOD
AND AGREED,
INTENDING
TO BE LEGALLY BOUND:
/s/
Xxx
Blomen
Xxx
Blomen, Individually
11/10/07
Date
/s/
Xxxxxxxxxxx X.
Xxxxxxxx
Witness
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UNDERSTOOD
AND AGREED,
INTENDING
TO BE LEGALLY BOUND:
BLOMENCO,
B.V.
By:
/s/
Xxx
Blomen
Xxx Blomen
11/10/07
Date
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EXHIBIT
A TO SEPARATION AGREEMENT
Consulting
Services Agreement by and among Xxx Blomen, Blomenco B.V. and the
Company dated as of November 10, 2007
[Please
see Exhibit 10.2 to this Current Report on
form 8-K]
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EXHIBIT
B TO SEPARATION AGREEMENT
Confidential
Information, Noncompetition, and Invention Assignment Agreement
[Please
see Exhibit 10.3 to this Current Report on
form 8-K]
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EXHIBIT
C TO SEPARATION AGREEMENT
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EXHIBIT
D TO SEPARATION AGREEMENT
The
Supplemental Annual Fee as provided in Paragraph 2(b) shall be calculated as
follows:
| 1. |
assume
full achievement of Xxx Blomen’s personal goals and quantify as
1
|
| 2. |
multiply
such personal goal score of 1 by .10 (the “Personal Goals
Multiplier”)
|
| 3. |
calculate
actual achievement of Company’s goals and quantify between 0 and
1
|
| 4. |
multiply
such company goal score by .90 (the “Company Goals
Multiplier”)
|
| 5. |
add
the Personal Goals Multiplier and Company Goals Multiplier (the “Goals
Multiplier”)
|
| 6. |
multiply
the Goals Multiplier by .7 (the “Bonus
Multiplier”)
|
| 7. |
multiply
the Bonus Multiplier by €252,000 (the “Gross Supplemental
Fee”)
|
| 8. |
multiply
the Gross Supplemental Fee by a fraction, the numerator of which
is 314
and the denominator of which is 365 (the “Annual Supplemental
Fee”)
|
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EXHIBIT
E TO SEPARATION AGREEMENT
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20
21
22
23
24
25
26
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EXHIBIT
F TO SEPARATION AGREEMENT
November
10, 2007
Board
of
Directors
HydroGen
Corporation
00
Xxxx
00xx
Xxxxxx,
Xxxxx 0000
Xxx
Xxxx,
Xxx Xxxx 00000
Dear
Members of the Board of Directors of HydroGen Corporation:
Please
accept this as notice that effective upon the execution of that certain
Consulting Services Agreement by and among Blomenco B.V. (“Blomenco”), Xxx
Blomen and HydroGen Corporation (the “Company”), the consulting relationship
between Company and Blomenco through which I, Xxx Blomen, provide Chief
Executive Officer and Chief Technology Officer services as a consultant to
the
Company and HydroGen, LLC Corporation shall end.
Sincerely,
Xxx
Blomen
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