SEPARATION AGREEMENT AND GENERAL RELEASE
SEPARATION
AGREEMENT AND GENERAL RELEASE
This
Separation Agreement and General
Release (“Agreement”) by and among DR. QUN XX XXXXX, an individual
residing at 0 Xxxxxxx Xxxxx, Xxxxx, Xxx Xxxxxx 00000 (hereinafter
referred to as the “Employee”), KENT FINANCIAL SERVICES, INC. and KENT
INTERNATIONAL HOLDINGS, INC. (formerly known as Cortech, Inc.), their
affiliates, parent company, predecessors, successors or assigns, and their
respective officers, including but not limited to Xxxx X. Xxxxxxx, directors,
trustees, representatives, agents and Employees, and any of their subsidiaries,
and all entities associated or affiliated with Xxxx Xxxxxxx, including their
respective officers, directors, trustees, representatives and Employees
(hereinafter referred to as the “Company”), and XXXX XXXXXXX,
individually.
RECITALS
The
Employee desires to resign and the
Company is prepared to offer severance to the Employee,
NOW,
THEREFORE, the parties agree as
follows:
1. As
of August 31, 2007, the Company agrees to release the Employee from his
obligations under a certain Employment Agreement dated November 1, 2005,
attached as Exhibit 1, including but not limited to, the covenant not to compete
contained in Paragraph 8 of the Employment Agreement.
2. The
Employee will continue to have the use of a certain Mercedes Benz automobile,
leased for him by the Company under Paragraph 3.5 of the Employment Agreement
including all auto insurance payments, until February 23, 2008. The
Employee shall also be permitted to keep his laptop computer and
printer.
3. In
full satisfaction of all other financial obligations or emoluments which may
be
or are owed to the Employee under Paragraphs 3, 4, 5 and 6 in the Employment
Agreement, the Employee agrees to accept the sum of One Hundred Thirty Thousand
Dollars ($130,000.00), less appropriate state and federal payroll withholdings
and taxes, in a lump sum, to be paid to the Employee on or before August 31,
2007. The Company further agrees to assign to Employee all
present contracts with Shering Plough totaling approximately
$6,000.00.
4. In
return for release from Paragraph 8 of the Employment Agreement, retention
of
the automobile until February 23, 2008, and the payment recited in Paragraph
3,
the Employee agrees that he will resign, effective August 31, 2007, from all
officer positions and all directorship positions in the Company.
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5. The
Employee hereby releases, gives up, waive, and forever discharges the Company
from any and all claims or liabilities of whatever kind or nature, that he
has
ever had or which he now has, known or unknown, including, but not limited
to,
any claim for attorneys’ fees and any claim which could be asserted now or in
the future under (a) the common law, including, but not limited to theories
of
tort or contract (express or implied), defamation, or violation of public
policy; (b) any policies, practices, or procedures of the Company; (c) any
federal, state or local law, statute or regulation expressly including, but
not
limited to: Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C.
§621 et seq., Title VII of the Civil Rights Act of 1964, 42 U.S.C. §2000(e)
etseq., The Employee Retirement Income Security Act of 1974, as
amended, 29 U.S.C. §1001 etseq., the Americans With Disabilities
Act, 42 U.S.C. §12101 etseq., the New Jersey Law Against
Discrimination, N.J.S.A. 10:5-1 etseq., the New Jersey
Conscientious Employee Protection Act, N.J.S.A. 34:19-1, etseq.,
the New Jersey Family Leave Act, N.J.S.A. 34:11B-1 etseq., the
Family and Medical Leave Act, 29 U.S.C. §2601 etseq., the Equal
Pay Act, 29 U.S.C. §206(d) etseq.; the New Jersey Wage Payment
Law, N.J.S.A. 34:11-4.1 etseq., and/or the New Jersey Wage and
Hour Law, N.J.S.A. 34:11-56a etseq.; (d) any contract of
employment, expressed or implied; (e) any provision of the Constitution of
the
United States, the State of New Jersey or any other state; (f) any and all
claims or actions for attorneys’ fees or costs; and (g) any provision of any
other law, common or statutory, of the United States, New Jersey, or any other
state. This Release does not apply to claims that may arise after the
date this Release is signed, any claim for vested benefits under a benefit
plan
maintained by the Company, or claims that cannot be released as a matter of
law. In the event that any state or federal administrative agency
files or processes a charge or action on my behalf, he hereby waives any and
all
rights he may have to recover any monies or any other thing of value from any
proceeding arising from the charge or action.
6. The
Company hereby releases, gives up, waives and forever discharges the Employee
from any and all claims or liabilities of whatever kind or nature that the
Company has ever had or which it now has, known or unknown, including but not
limited to, any claim for attorneys’ fees and any claim which could be asserted
now or in the future.
7. The
Employee agrees not to make any defamatory, disparaging, critical or negative
statements concerning the Company or any of its respective predecessors,
successors and assigns, as well as its past or present officers, directors,
agents, representatives or employees, as well as their successors and assigns,
heirs, executors, and personal or legal representatives, including Xxxx
Xxxxxxx.
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8. The
Company agrees not to make any defamatory, disparaging, critical or negative
statements concerning the Employee.
9. The
Company and the Employee are bound by this Agreement. Anyone who
succeeds to his rights and responsibilities, such as his heirs or the executor
of his estate, is also bound.
10. This
Agreement contains the sole and the entire agreement between the Employee and
the Company, and completely and fully supersedes and replaces any and all prior
contracts, agreements, discussions, representations, negotiations,
understandings and any other communications between the parties relating to
the
subject matter hereof. He represents and acknowledges, in signing
this Agreement that he has not relied upon any representation or statement
not
set forth in this Agreement made by the Company or its representatives with
regard to the subject matter of this Agreement. No other promises or
agreements will be binding unless in writing, signed by the parties hereto,
and
expressly stated to represent an amendment to this Agreement.
11. BY
SIGNING THIS AGREEMENT, THE EMPLOYEE STATES
THAT: He has the right to consult with
an attorney of his choice at his expense prior to signing it. He
acknowledges that he has carefully read this Agreement, fully understand it
and
is signing it voluntarily. He understands and knows that he is giving
up important rights, and that he is giving up any such rights or claims in
exchange for payments to which he is not already entitled. By signing
below, he also acknowledges that he was given up to twenty-one (21) days from
the date he received this Agreement to make up his mind about signing
it. If he signs it sooner, it is because he has decided that he
did not need the additional time. He understands that he has seven
(7) days after signing this Agreement and Release to revoke his acceptance
of
it. If he does not advise Xxxx X. Xxxxxxx, Xxxx Financial Services,
Inc. and Kent International Holdings, Inc., 000 Xxxxxxxxx Xxxx, X.X. Xxx 00,
Xxx
Xxxxx, Xxx Xxxxxx 00000 in writing, within such seven (7) day period of his
intent to revoke this Agreement, this Agreement will become effective and
enforceable upon the expiration of the seven (7) days. Accordingly,
this Agreement and Release will not become effective or enforceable until the
seven-day revocation period has expired.
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Signature
of
Witness
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Date
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Dr.
Qun Xx
Xxxxx
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Date
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KENT
FINANCIAL SERVICES, INC.
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and
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KENT
INTERNATIONAL
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HOLDINGS,
INC.
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Date:
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By:
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Xxxx X. Xxxxxxx | |||
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Chairman of the Board | |||
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Date:
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Xxxx
X. Xxxxxxx, Individually
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