EXHIBIT 10.1
SEPARATION AGREEMENT AND GENERAL RELEASE
I. PARTIES
This Separation Agreement and General Release (this "Separation
Agreement" or this "Agreement"), effective as of February 1, 2008 (the
"Effective Date") is entered into between the following parties (the "Parties"):
A. Xxxxx Xxxx ("Xxxx"), individually and on behalf of his Related
Entities;(1) and
B. World Waste Technologies, Inc. ("WWT"), on behalf of itself and its
Related Entities.
II. RECITALS
This Separation Agreement is made with reference to the following facts:
X. Xxxx currently serves as Chief Financial Officer of WWT pursuant to
that certain Employment Agreement, dated as of April 20, 2005, between Rane and
WWT (the "Employment Agreement").
B. The Employment Agreement grants Rane the right to terminate his
employment thereunder in the event he is required to perform services at a
location which is 75 miles from his principal work site (the "Existing
Location") (any such termination being referred to as a resignation "for good
reason").
C. In connection with the pending consolidation of WWT's corporate
offices, WWT has informed Rane that it will be closing its San Diego, California
offices and relocating employees to WWT's Cupertino, California office (the "New
Location").
D. The New Location is in excess of 75 miles from the Existing Location.
X. Xxxx has informed WWT that he is exercising his right under the
Employment Agreement to resign for good reason. Accordingly, as of the Effective
Date, Rane and WWT mutually agree that Rane shall resign as an officer and
employee of WWT.
X. Xxxx and WWT wish to enter into this Agreement in order to set forth
the agreed upon terms of Rane's resignation and to provide for the granting of
mutual general releases.
_______________________
(1) For purposes of this Agreement, a Party's "Related Entities" shall be
defined as his or its past, present and future partners and partners of those
partners, successors, predecessors, assignees, beneficiaries, heirs, legatees,
devisees, executors, administrators, legal representatives, children, joint
venturers, principals, agents, trustees, attorneys, insurers, officers,
directors, employees, shareholders, affiliates and associates; its parent and
subsidiary corporations, divisions, affiliated companies and the officers,
directors, partnerships, representatives, employees, shareholders and affiliates
of each of them; and any other representative of the Party, including, without
limitation, in the case of WWT, TroyGould PC and its officers, directors,
shareholders and employees.
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III. RELEASES
X. Xxxx' Release of WWT.
1. In consideration of the terms and provisions of this Separation
Agreement and in consideration of WWT's payments to Rane and WWT's agreements
and acknowledgments as set forth in Article VII, below, Rane, on behalf of
himself and on behalf of his Related Entities, hereby, generally and
unconditionally, relieves, releases, remises, acquits and forever discharges WWT
and its Related Entities, of and from any and all claims, demands, rights,
actions, causes of action, suits, contracts, debts, controversies, expenses,
liabilities, obligations, damages, losses, expenses (including, without
limitation, reasonable attorneys' fees, except as expressly set forth within
this Agreement), penalties, costs and allegations of any kind and character
whatsoever, whether legal, contractual, statutory, administrative or equitable
in nature or otherwise, whether known or unknown, suspected or unsuspected,
direct or indirect, absolute, fixed or contingent, that Rane now owns, holds,
has or claims to have, or owned at any time, held, had or claimed to have had or
may come to own, hold, have or claim to have against WWT and its Related
Entities arising out of or in connection with Rane' employment relationship with
WWT.
2. The release set forth above includes, without limitation, all
claims, demands, causes of action, facts, transactions, occurrences,
circumstances, acts or omissions, or allegations of any kind and character
whatsoever asserted by Rane or which could have been asserted by Rane in
connection with Rane's employment and relationship with WWT, including any and
all facts in any manner arising out of, related or pertaining to or connected
with those claims or with the terms of or value of any consideration paid to
Rane in connection with Rane's employment and relationship with, or termination
of employment from, WWT, or any of its Related Entities, including, without
limitation, any claims based on, related to or arising from federal, state or
local laws (including, but not limited to, the Age Discrimination in Employment
Act, the California Labor Code, Title VII of the Civil Rights Act of 1964, as
amended, and the Fair Labor Standards Act) that prohibit employment
discrimination on the basis of race, national origin, religion, age, gender,
marital status, pregnancy, handicap, perceived handicap, ancestry, sexual
orientation, family or personal leave or of any other form of discrimination, or
from laws such as workers' compensation laws, which provide rights and remedies
for injuries sustained in the workplace or from any common law claims of any
kind, including, without limitation, contract, tort or property rights
including, but not limited to, breach of express or implied contract, breach of
the implied covenant of good faith and fair dealing, tortious interference with
contract or current or prospective economic advantage, fraud, deceit, breach of
privacy, misrepresentation, defamation, wrongful termination, tortious
infliction of emotional distress, loss of consortium, breach of fiduciary duty,
violation of public policy and any other common law claim of any kind
whatsoever, any claims for severance pay, sick leave, family leave, vacation,
life insurance, bonuses, health insurance, disability or medical insurance or
any other fringe benefit or compensation, or any claims relating to or arising
out of any purported right to stock or stock options in WWT (in each case except
as specifically provided for in Article VII below), and all rights or claims
arising under the Employment Retirement Income Security Act of 1974 ("ERISA") or
pertaining to ERISA regulated benefits (all collectively defined as "Rane's
Released Claims").
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B. WWT Release of Rane. In consideration of the terms and provisions of
this Separation Agreement and in consideration of Rane's agreements and
acknowledgments as set forth in Article VII, below, WWT, on behalf of itself and
on behalf of its Related Entities, hereby, generally and unconditionally,
relieves, releases, remises, acquits and forever discharges Rane and his Related
Entities of and from any and all claims, demands, rights, actions, causes of
action, suits, contracts, debts, controversies, expenses, liabilities,
obligations, damages, losses, expenses (including, without limitation,
reasonable attorneys' fees except as expressly set forth within this Agreement),
penalties, costs and allegations of any kind and character whatsoever, whether
legal, contractual, statutory, administrative or equitable in nature or
otherwise, whether known or unknown, suspected or unsuspected, direct or
indirect, absolute, fixed or contingent, that WWT now owns, holds, has or claims
to have, or owned at any time, held, had or claimed to have had or may come to
own, hold, have or claim to have against Rane or his Related Entities arising
out of or in connection with Rane's employment with WWT and all claims, demands,
causes of action, facts, transactions, occurrences, circumstances, acts or
omissions, or allegations of any kind and character whatsoever asserted by WWT
or which could have been asserted by WWT in connection with Rane's employment
relationship with WWT (all of these claims and Rane's Released Claims defined
collectively as the "Released Claims").
C. Unknown Claims and Risks Released by the Parties. The Parties, and
each of them, hereby knowingly, voluntarily and expressly waive and relinquish
any and all rights and benefits that they may have under Section 1542 of the
California Civil Code, or under any similar provision of law of any state or
territory of the United States or any other jurisdiction and under any similar
or analogous principle of common law. The Parties, and each of them, expressly
understand that Section 1542 of the California Civil Code provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE
TIME OF EXECUTING THE RELEASE WHICH, IF KNOWN BY HIM, MUST
HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
The Parties, and each of them, agree and acknowledge that they are
familiar with Section 1542 of the California Civil Code. The Parties, and each
of them, further agree and acknowledge that their respective waivers of all
rights or any similar benefits under that Section and under any similar statutes
of any other jurisdiction (to the full extent that the Parties lawfully may
waive all such rights and benefits with respect to the subject matter of this
Separation Agreement) are essential terms of this Separation Agreement, without
which the consideration given pursuant to this Separation Agreement would not
have been given by the Parties, and each of them.
IV. ASSUMPTION OF RISK REGARDING RELEASED CLAIMS
A. The Parties acknowledge that there is a risk that, after execution of
this Separation Agreement, they may discover, incur or suffer claims that were
unknown or unanticipated at the time of this Separation Agreement, including,
but not limited to, unknown or unanticipated claims that arise from, are based
upon or are related to any facts underlying the Released Claims, which had they
been known or more fully understood, may have affected the Parties' decisions to
execute the Separation Agreement as it currently is written. Each Party
knowingly and expressly assumes the risk of these unknown and unanticipated
claims and agrees that this Separation Agreement and the general releases set
forth within it apply to all such unknown, unanticipated or potential claims.
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B. Furthermore, it is the intention of the Parties, by entering into this
Separation Agreement, to settle and release fully, finally and forever all
Released Claims and any and all claims that now exist, or may have at any time
existed or shall come to exist in connection with Rane's employment relationship
with WWT. In furtherance of the Parties' intention, the releases given within
this Separation Agreement (including, without limitation, the waivers set forth
in Article III, paragraph C, above) shall be and remain in effect as full and
complete releases and discharges of the Released Claims and of any related
matters notwithstanding the discovery by any Party of the existence of any
additional or different claims or the facts relative to any such claims.
V. COVENANT NOT TO XXX
X. Subject to the excepted matters set forth in Article VI, each Party to
this Separation Agreement agrees that he or it will forever refrain and forbear
from commencing, instituting or prosecuting any lawsuit, action or other
proceeding, in law, equity or otherwise, against any other Party or against any
Party's Related Entities, in any way arising out of or relating to the Released
Claims.
B. The Parties acknowledge and agree that monetary damages alone are
inadequate to compensate any Party or any Party's Related Entities for injury
caused or threatened by a breach of this Covenant Not to Xxx and that
preliminary and permanent injunctive relief restraining and prohibiting the
prosecution of any action or proceeding brought or instituted in violation of
this Covenant Not to Xxx is a necessary and appropriate remedy in the event of
such a breach. Nothing contained in this Article, however, shall be interpreted
or construed to prohibit or in any way to limit the right of a non-breaching
Party or of any of its Related Entities to obtain, in addition to injunctive
relief, an award of monetary damages against any person or entity breaching this
Covenant Not to Xxx and Separation Agreement.
VI. EXCEPTED MATTERS
Notwithstanding the foregoing, any action or proceeding brought for
breach of or to interpret or enforce the terms of this Separation Agreement is
excepted from the Covenant Not to Xxx set forth in Article V.
VII. ADDITIONAL AGREEMENTS BY THE PARTIES AND ACTS TO BE TAKEN BY THE PARTIES
As additional consideration the Parties agree as follows:
A. WWT will retain Rane as a non-exclusive consultant to provide the
services described below. The consultancy will commence on the Effective Date
and continue until the one-year anniversary thereof (the "Consultancy Period").
During the Consultancy Period, Rane will provide the following services:
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1. Preparation and filing with the SEC of WWT's Annual Report on
Form 10-K for the year ended December 31, 2007 (including execution of
Xxxxxxxx-Xxxxx Act certifications);
2. Preparation and filing with the SEC of WWT's Quarterly Reports on
Form 10-Q for the three and six months ended March 31, 2008 and June 30, 2008,
respectively (or, in the event that at any point during the preparation of
either Report, his successor is in place, then to be actively available, in
person and/or by telephone, to consult with his successor regarding the full
preparation and filing of any such Report); and
3. To be available to WWT on a periodic basis with respect to
transition activities assigned to him by the CEO, including assisting his
successor with the full preparation and filing of Reports with the SEC, and
assisting with respect to transition issues that might arise as a result of the
recapitalization of WWT or due to merger of any other entity with or into WWT.
It is agreed by Rane that, notwithstanding the provisions of paragraph H below,
WWT shall be permitted to reduce the payments otherwise due to Rane hereunder by
any amounts paid to him during the Consultancy Period by any such other merged
or successor entity and/or as a result of the sale of WWT's business.
B. During the Consultancy Period, Rane will report to Xxxx Xxxxxxxx, or
his successor, and shall have flexible work periods. Although Rane will not be
required to account for his time, he shall be available on a timely basis.
C. WWT will pay Rane's salary continuation of $18,666.66 per month from
the Effective Date through the end of the Consultancy Period. The salary
continuation will be paid in accordance with the usual WWT payroll practices.
Rane will receive reimbursement of all expenses incurred directly and indirectly
pertaining to WWT during the Consultancy Period.
X. Xxxx currently holds options to purchase a total of up to 750,000
shares of WWT common stock under WWT's 2004 and 2007 Stock Option Plans (the
"Options"). The Options will continue to vest until the end of the Consultancy
Period and shall thereafter remain in effect in accordance with their terms.
E. To the extent permitted by law, during the Consultancy Period, WWT
will provide Rane with the same level of benefits that he was receiving as of
the Effective Date (i.e. medical, dental and vision insurance coverage).
Medical, dental and vision insurance will be provided through COBRA. The COBRA
premium will be paid by Rane and reimbursed by WWT.
F. WWT and Rane will jointly prepare and cause to be timely filed with
the SEC a Current Report on Form 8-K relating to Rane's separation and
consultancy with WWT. Rane agrees that he will make no other public statements
regarding his separation or the details of this Agreement.
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G. During the Consultancy Period, Rane shall be entitled to continue full
use of WWT's office, office staff and office equipment (computer, facsimile
equipment, cellular telephone, voicemail, blackberry, etc) to enable him to
fulfill his duties hereunder. Notwithstanding the foregoing, Rane agrees and
acknowledges that WWT will close its San Diego office during the Consultancy
Period, at which time Rane will continue to provide the services hereunder from
his personal residence. Any expenses, direct or indirect, Rane may incur
fulfilling his duties during the Consultancy Period shall be reimbursed by WWT
upon submittal of proper documentation. Upon the end of the Consultancy Period,
Rane shall return all WWT property to WWT (including for example, office
equipment, cellular phone and blackberry)
H. Except as provided herein, Rane's receipt of compensation from
employment, consulting or otherwise after the Effective Date shall have no
effect on his right to salary continuation hereunder, and he shall have no
obligation to mitigate by seeking employment, consulting or other assignments
for purposes of this Agreement.
I. The Parties acknowledge and agree that, as of the Effective Date, Rane
has been paid for all salary, reimbursable expenses, accrued vacation, or for
any other amounts that arise out of or relate in any way to Rane's employment or
to services rendered to WWT by Rane up to and including the Effective Date.
J. Non-Compete. Rane agrees that from the Effective Date through the end
of the Consultancy Period, he shall not, without written permission from WWT's
CEO, directly or indirectly, as employee, agent, consultant, stockholder,
director, partner or in any other individual or representative capacity, own,
operate, manage, control, engage in, invest in or participate in any manner in,
as a consultant or advisor to, render services for (alone or in association with
any person, firm, corporation or entity), or otherwise assist, for compensation
or otherwise, any person or entity that engages in or owns, invests in,
operates, manages or controls any venture or enterprise that is a direct
competitor of WWT; provided, however, that nothing contained in this Agreement
shall be construed to prevent Rane from investing in the stock of any competing
corporation listed on a national securities exchange or traded in the
over-the-counter market, but only if: (1) Rane is not involved in the business
of said corporation, and (2) if Rane and his Related Entities collectively do
not own more than an aggregate of 5% of the stock of such corporation, and (3)
such investment does not violate WWT's Xxxxxxx Xxxxxxx Policy.
K. Non-Solicitation. Rane agrees that from the Effective Date and through
the end of the Consultancy Period, Rane will not interfere with or disrupt or
attempt to disrupt WWT's business relationship with its customers or suppliers
or solicit any of the employees of WWT to leave the employment of WWT.
VIII. REPRESENTATIONS AND WARRANTIES
A. No Other Representation. Each of the Parties represents, warrants and
agrees that, in executing this Separation Agreement, he or it has relied solely
on the statements expressly set forth within this Agreement. Each of the Parties
further represents, warrants and agrees that, in executing this Separation
Agreement, he or it has placed no reliance whatsoever on any statement,
representation or promise of any other Party, or any other person or entity,
that is not expressly set forth within this Agreement, or upon the failure of
any other Party, or any other person or entity, to make any statement,
representation or disclosure of anything whatsoever. The Parties have included
this clause: (1) to preclude any claim that any Party was without the advice of
counsel; and (2) to preclude the introduction of parol evidence to vary,
interpret, supplement or contradict the terms of this Agreement.
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B. Factual Investigation. Each of the Parties represents, warrants and
agrees that he or it has made a sufficient investigation of all matters
contained in or related to this Agreement as he or it deems necessary or
desirable.
C. Authority. Each of the Parties represents, warrants and agrees that he
or it has the full right, power and authority to execute this Separation
Agreement and that the person executing this Agreement on his or its behalf has
the full right, power and authority to commit and to bind that Party fully to
the terms of this Agreement. The Parties expressly covenant and warrant to each
other and their Related Entities that they have the right, power, and authority
to bind each and all of their Related Entities with respect to each and every
provision of this Agreement which affects, or purports to affect, any or all of
said Related Entities. In the event that any Related Entity makes any assertion
that conflicts with the intent of the prior sentence, the Party making the
representation shall fully indemnify, hold harmless and defend the affected
Party and his or its Related Entities for the consequences of such assertion.
D. No Assignment. Each of the Parties represents, warrants and agrees
that there has been no assignment or transfer, including, without limitation, by
way of subrogation or operation of law or otherwise, to any person or entity
whatsoever of claims released by that Party. Each Party, to the extent any
particular Party breaches this representation or warranty, agrees to defend, to
indemnify and to hold harmless any non-breaching Party to this Agreement from
and against any and all claims, allegations, demands, liabilities, losses,
obligations, promises, damages, costs, expenses (including, without limitation,
attorneys' fees and costs of investigation), lawsuits, actions (in law, equity
or otherwise), causes of action, rights and privileges actually incurred as a
result of that breach.
IX. GENERAL
A. Full Integration. Except for (i) the Indemnity Agreement between WWT
and Rane; (ii) the Stock Option Agreements to which WWT and Rane are parties as
referred to in Article VII, paragraph D; (iii) the Employee Proprietary
Information and Inventions Agreement, dated as of October 13, 2004, between WWT
and Rane; and (iv) WWT's Statement of Policy on Securities Trading By Company
Personnel and Consultants, acknowledged by Rane on October 15, 2004, all of
which shall remain in effect in accordance with their respective terms, this
Separation Agreement is the final written expression and the complete and
exclusive statement of all of the agreements, conditions, promises,
representations and covenants between the Parties with respect to the subject
matter of this Agreement, and replaces and supersedes all prior, former or
contemporaneous agreements, negotiations, understandings, representations,
discussions or warranties between the Parties, their respective representatives,
and any other person or entity, with respect to the subject matter of this
Agreement. Any modification, alteration or amendment of this Agreement shall be
non-binding, ineffective or invalid unless it is in writing, specifically refers
to this Agreement and is signed by the Party to be charged with the
modification, alteration or amendment or by a duly authorized representative of
that Party.
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B. No Admissions. Each of the Parties expressly acknowledges and agrees
that this Agreement represents a settlement of disputed claims and is not, in
any respect, nor for any purpose, to be deemed or construed to be an admission
or concession of any liability or wrongdoing by any Party whatsoever or of the
existence of any claim. Furthermore, this Separation Agreement shall not be
deemed to be for the benefit of, or to confer any rights of any kind or nature
whatsoever upon, any third party (whether a person or entity) other than the
Related Entities.
C. Waiver And Severability. No waiver of any term, covenant or condition
of this Separation Agreement shall be construed as a waiver of any other term,
covenant or condition, nor shall any waiver of any default under this Separation
Agreement be construed as a continuing waiver of any term, condition or covenant
or as a waiver of any other default. Furthermore, in the event any portion of
this Agreement is found, judicially or otherwise, to be unlawful, void or, for
any other reason, unenforceable, that provision shall be deemed severable from
this Agreement and the invalidity or lack of enforceability shall not affect the
validity and enforceability of the remaining portions of this Agreement.
D. California Law Governs. This Separation Agreement shall be construed
and enforced in accordance with, and governed by, the internal, substantive laws
of the State of California.
E. Arbitration. The Parties agree that any dispute arising under or in
connection with this Agreement shall be submitted to binding arbitration in
accordance with California Code of Civil Procedure xx.xx. 1280 - 1294.2 before a
single neutral arbitrator. Each Party understands that he or it is waiving his
or its rights to a jury trial.
The Party demanding arbitration shall submit a written claim to the other
Party setting out the basis of the claim. Demands shall be presented in the same
manner as notices under this Agreement. The Parties will attempt to reach
agreement on an arbitrator within ten (10) business days of delivery of the
arbitration demand. After this ten (10) business-day period, either Party may
request a list of seven professional arbitrators from the American Arbitration
Association or another mutually agreed service. The Parties will alternately
strike names until only one person remains and that person shall be designated
as the arbitrator. The Party demanding arbitration shall make the first strike.
The arbitration shall take place in or within five miles of San Diego,
California, at a time and place determined by the arbitrator. Each Party shall
be entitled to discovery of essential documents and witnesses and to deposition
discovery, as determined by the arbitrator, taking into account the mutual
desire to have a fast, cost-effective, dispute-resolution mechanism. The Parties
will attempt to cooperate in the discovery process before seeking the
determination of the arbitrator. Except as otherwise determined by the
arbitrator, each Party will be limited to no more than three (3) depositions.
The arbitrator shall have the powers provided in California Code of Civil
Procedure xx.xx. 1282.2 - 1284.2 and may provide all appropriate remedies at law
or equity.
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The arbitrator will have the authority to entertain a motion to dismiss
and/or a motion for summary judgment by either Party and shall apply the
standards governing such motions under California law, unless the standards for
another judicial forum supersede California law. The arbitrator shall render,
within sixty (60) days of completion of the arbitration, an award and a written,
reasoned opinion in support of that award. Judgment on the award may be entered
in any court having jurisdiction.
WWT will pay the arbitrator's expenses and fees, all meeting room charges
and any other expenses that would not have been incurred if the case were
litigated in the judicial forum having jurisdiction over it. Unless otherwise
ordered by the arbitrator pursuant to law or this Agreement, each Party shall
pay its own attorneys' fees, witness fees and other expenses incurred by the
Party for his or its own benefit. Rane's share of any filing, administration or
similar fee shall be no more than the then current filing or other applicable
fee in California Superior Court or, if applicable, other appropriate tribunal
with jurisdiction.
Notwithstanding the foregoing, any Party seeking injunctive relief for a
breach of Section V of this Agreement may bring an action in the Superior Court
for the State of California, County of San Diego.
F. Counterparts, Copies, Faxed Signatures. This Separation Agreement may
be executed in counterparts by the Parties, and, when each Party has signed and
delivered at least one counterpart to the other Party, each counterpart shall be
deemed an original and, taken together, shall constitute and be deemed to be one
and the same Agreement, and shall be binding and effective as to both Parties.
In addition, true and correct copies may be used in lieu of the original
Agreement for any purpose whatsoever. Faxed copies of the Agreement and faxed
signature pages shall be binding and effective as to all Parties and may be used
in lieu of the original Agreement, and, in particular, in lieu of original
signatures, for any purpose whatsoever.
G. Headings. The headings to the articles and paragraphs of this
Agreement are inserted for convenience only and will not be deemed a part of
this Agreement, nor will the headings affect the construction or interpretation
of the provisions contained within this Agreement.
H. Survival Of Warranties. All representations and warranties contained
within this Agreement shall survive its execution, effectiveness and delivery.
It is expressly understood and agreed by the Parties that none of the releases
or covenants set forth within this Agreement are intended to or do release or
affect any claims or rights specifically arising out of this Agreement or the
breach of it.
I. Further Instruments. The Parties shall execute and deliver further
instruments, documents or papers and shall perform all acts necessary or proper
to carry out and effectuate the terms of this Agreement as may be required by
the terms of this Agreement or as may be reasonably requested by any Party to
this Agreement.
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J. No Presumption From Drafting. This Agreement has been negotiated at
arm's-length between persons knowledgeable in the matters set forth within this
Agreement. Accordingly, given that all Parties have had the opportunity to
draft, review and/or edit the language of this Agreement, no presumption for or
against any Party arising out of drafting all or any part of this Agreement will
be applied in any action relating to, connected with or involving this
Agreement. In particular, any rule of law, including, but not limited to,
Section 1654 of the California Civil Code, or any other statutes, legal
decisions, or common law principles of similar effect, that would require
interpretation of any ambiguities in this Agreement against the Party that has
drafted it, is of no application and is hereby expressly waived. The provisions
of this Agreement shall be interpreted in a reasonable manner to effect the
intentions of the Parties.
K. Benefits Successors. Except as limited by the terms of this Agreement,
this Separation Agreement shall be binding upon and shall inure to the benefit
of each of the Parties and to their respective heirs, executors, administrators,
assigns, successors-in-interest, representatives, trustees, beneficiaries and
Related Entities.
L. All Terms Are Contractual. Each term of this Separation Agreement is
contractual and not merely a recital.
M. Voluntary Execution of Agreement. Rane represents that he has
carefully read this entire Separation Agreement and that he knows and
understands its contents. Rane has had the opportunity to receive independent
legal advice from attorneys of his choice with respect to the preparation,
review and advisability of executing this Separation Agreement. Rane further
represents and acknowledges that he has freely and voluntarily executed this
Separation Agreement after independent investigation and without fraud, duress,
or undue influence, with the full understanding of the legal and binding effect
of this Separation Agreement. Rane thereby knowingly waives the twenty-one (21)
day period under the Older Workers Benefits Protection Act to review this
Separation Agreement with his attorney prior to signing.
N. Right of Revocation. With respect only to claims arising under the Age
Discrimination in Employment Act ("ADEA"), Rane has the right to revoke this
Separation Agreement for any reason within seven (7) days after he signs it. To
be effective, Rane's notice of revocation must be in writing and must be hand
delivered or mailed to Xxxx Xxxxxxxx, World Waste Technologies, Inc., 00000
Xxxxx XxXxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000, within the seven (7) day
period. If mailed, the revocation must be postmarked within the seven (7) day
period, properly addressed and sent by certified mail, return receipt requested.
If hand-delivered, it must be given to Xxxx Xxxxxxxx within the seven (7) day
period.
IN WITNESS WHEREOF, the Parties have approved and executed this
Separation Agreement on the dates set forth opposite their respective
signatures.
DATE: February 1, 2008 XXXXX XXXX
/s/ Xxxxx Xxxx
---------------------------------------
Xxxxx Xxxx
DATE: February 1, 2008 WORLD WASTE TECHNOLOGIES, INC.
By: /s/ Xxxx Xxxxxxxx
-----------------------------------
Its: CEO
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