Gabriel Technologies Letterhead] January 10, 2007
Exhibit
10.8
[Xxxxxxx
Technologies Letterhead]
January
10, 2007
Xx.
Xxxxx
X. Xxxxxxxxx
00000
Xxxxxxxxxx Xxxxx
Elkhorn,
Nebraska 68022-2117
Re:
Separation
Agreement and General Release
Dear
Xxxxx:
This
letter confirms that you have resigned from your employment with Xxxxxxx
Technologies Corporation (the “Company”) and its subsidiaries, and your
positions as an officer of the Company or any of its subsidiaries, to be
effective January 10, 2007 (the “Separation Date”). This letter sets forth our
proposed agreement concerning your separation from the Company.
1. You
hold
the position of Chief Executive Officer and President of the Company and are
the
Chairman of the Company’s Board of Directors. As of the Separation Date, your
responsibilities as an officer, and your employment with the Company, will
cease. You will retain your position as a director of the Company but will
resign as Chairman of the Board. You agree to resign as a director immediately
upon request by a majority of the total members of the Board. All payments
and
benefits from the Company in respect of your employment with the Company will
cease, except as provided in this agreement. Except as set forth specifically
in
this agreement, you will not be entitled to any other wages, accrued vacation,
bonus, severance or other payments or compensation of any kind whatsoever from
the Company or its subsidiaries after the Separation Date.
2. As
of the
Separation Date, your Employment Agreement will terminate and shall have no
further force or effect; provided that, notwithstanding the foregoing, the
provisions of Section 7 (Nondisclosure of Information) of the Employment
Agreement shall survive termination of the Employment Agreement indefinitely
without limitation as to time. You agree to cooperate with the Company in the
orderly transition of your work to other officers and employees of the Company.
You and the Company will enter into a Consulting Agreement to be effective
as of
January 11, 2007, in substantially the form attached hereto as Exhibit
A.
3. Prior
to
the date hereof, you have been awarded options to purchase up to 1,500,000
shares of the Company’s common stock. On the date hereof, you agree to forfeit
options to purchase up to 750,000 shares of the Company’s common stock without
further consideration to you (and you shall have no further, and hereby disclaim
any, ownership interest therein). You hereby represent and warrant to the
Company that you have not granted any security interest in or lien or
encumbrance on any such options. Notwithstanding your separation of employment,
and notwithstanding anything to the contrary contained in the Company’s equity
incentive plan or your stock option agreement(s), the Company agrees that your
remaining options to purchase up to 750,000 shares of the Company’s common stock
will remain exercisable until December 31, 2010. In all other respects, the
terms of these options will be unaffected by this agreement. Except as provided
herein, you acknowledge and agree that you have no other options to acquire
any
interest in the Company or any of its subsidiaries.
Xx.
Xxxxx
X. Xxxxxxxxx
January
10, 2007
Page
2
4. By
your
signature below, you confirm that you: (a) have read this agreement carefully
and completely; (b) have been encouraged to consult with legal counsel and
acknowledge that you have had ample opportunity to do so; and (c) understand
all
the provisions of this agreement.
5. The
Company expressly denies liability of any kind to you, and nothing contained
in
this agreement will be construed as an admission of any liability.
6. The
Company agrees that it will use its best efforts to remove you as guarantor
from
any Company indebtedness.
7. In
the
event any provision of this agreement is deemed to be invalid or unenforceable
by any court or administrative agency of competent jurisdiction, or in the
event
that any provision cannot be modified so as to be valid and enforceable, then
that provision shall be deemed severed from this agreement and the remainder
of
this agreement shall remain in full force and effect.
8. Each
of
the parties to this agreement agrees to cooperate fully with the other, and
to
execute and deliver such other instruments, documents and agreements, and to
take such other actions reasonably requested by either party to better evidence
and reflect the transactions contemplated hereby and to carry into effect the
interests and purposes of this agreement.
9. This
agreement has been executed and delivered within Nebraska, and our respective
rights and obligations shall be construed and enforced in accordance with and
governed by Nebraska law. Any action to enforce or construe this agreement
will
be brought in a court of competent jurisdiction within Xxxxxxx County,
Nebraska.
10.
You
acknowledge that this agreement is the entire agreement between the parties
and
supersedes all prior and contemporaneous oral and written agreements and
discussions regarding its subject matter. Except as otherwise provided herein,
this agreement specifically supersedes the termination provisions of your
Employment Agreement. This agreement may be amended only by an agreement in
writing signed by the parties hereto.
[signature
page follows]
Xx.
Xxxxx
X. Xxxxxxxxx
January
10, 2007
Page
3
*
* * * *
|
Sincerely yours,
Xxxxxxx Technologies Corporation
|
|
| /s/ XX X’Xxxxx | |
| By: XX X’Xxxxx | |
| Its: Acting COO |
I
understand, acknowledge and agree to the terms and conditions, including the
releases, set forth in this letter agreement.
| DATED: January 10, 2007 | /s/ Xxxxx X. Xxxxxxxxx |
|
Xxxxx
X.
Xxxxxxxxx
|
