NOCOPI TECHNOLOGIES, INC.
000 Xxxxx Xxxxxx
X. Xxxxxxxxxxx, XX 00000-0000
February __, 1999
Xx. Xxxxxxx X. Check
Nocopi Technologies, Inc.
000 Xxxxx Xxxxxx
X. Xxxxxxxxxxx, XX 00000-0000
Re: Severance of Employment with Nocopi Technologies, Inc. (the "Company")
Dear Mr. Check:
Reference is made to that certain Employment Agreement, dated October 27,
1997, by and between the Company and yourself (the "Agreement"). Terms used but
not defined herein shall have the meanings as set forth in the Agreement. This
will confirm our understanding and agreement of the terms and conditions of the
termination of your employment as Executive under the Agreement.
1. Effective February 24, 1999 (the "Resignation Date") you have resigned
as Chairman, Chief Executive Officer and President and a director of
the Company. Until that time you were a full-time employee of the
Company and devoted such of your business time as was required under
the Agreement to the Company. Effective on the Resignation Date your
employment as Executive under the Agreement terminated, and the
Agreement terminated except for Section 5 thereof "Restrictive
Covenant," and Section 6 thereof "Secret Processes."
2. Effective on the Resignation Date you have agreed to serve as a
consultant to the Company to perform such services, primarily related
to business development, as the Board of Directors of the Company or
the Interim Chairman of the Board, shall determine. For the first
three months of the Consulting Period you shall be available to the
Company for a 4 hour period per week.
3. You shall be compensated for consulting services hereunder at the rate
of $150,000 per year (the applicable salary under the Agreement)
payable in the same manner specified in the Agreement. The consulting
period shall extend from February 24, 1999 through December 31, 1999
(the "Consulting Period") unless earlier terminated by agreement of
the parties. During the Consulting Period, the Company shall continue
to provide you with health insurance at its expense and shall continue
to make the $900 per month car allowance payment as provided to you
under the Agreement. You have returned all Company credit cards to
Xxxxxxx Xxxxxxxxxxxxx, Chief Financial Officer of the Company, and you
agree that you are not authorized in incur expenses on behalf of the
Company without the prior authorization of the Board of Directors or
the Interim Chairman.
4. For good and value consideration, receipt of which is acknowledged,
you and the Company each hereby release, remise, and forever discharge
the other from any and all claims and causes of action that each had,
have or may make, now and forevermore, against the Company, its
successors and assigns, and their respective affiliates, shareholders,
employees, officers, directors, agents or representatives, including,
but not limited to, all claims under the Agreement or for vacation,
severance or breach of express or implied contract or wrongful
termination or discharge. You further agree not to make any
disparaging remarks, whether or not true, or otherwise disparage the
name or reputation of the Company. The only exceptions to the
foregoing releases shall be claims based on fraud or criminal conduct
and claims under this Agreement.
5. The Company shall also indemnify you for your services to it in all
capacities to the full extent permitted by law and you shall be
covered under the Company's Insurance Policy for your service as a
director or officer in accordance with the terms of the policy as in
effect from time to time and for so long as the Company maintains such
coverage.
The rights, benefits, duties and obligations under this agreement shall
inure to, and be binding upon, the Company, its successors and assigns.
Notwithstanding anything to the contrary in the Agreement, this agreement and
the Agreement shall be governed by, and construed and enforced in accordance
with the laws of the State of Pennsylvania and shall be enforceable in the
courts of the State and the Federal Courts located in that State. The Agreement
and this agreement constitute our entire agreement with respect to your
employment and termination of employment with the Company. Any terms of this
agreement inconsistent with those of the Agreement shall supersede and replace
those set forth in the Agreement.
Please indicate your agreement to the foregoing by signing the enclosed
copy of this letter and returning it to the undersigned.
Very truly yours,
AGREED TO AND ACCEPTED: Nocopi Technologies, Inc.
By
---------------------- -------------------------
Xxxxxxx X. Check Xxxx X. Xxxxxxxx
Interim Chairman
Of the Board
2
