Disengagement Agreement
DISENGAGEMENT AGREEMENT DATED AS OF JULY 6, 1999, by and between EUROTECH, Ltd.
a District of Columbia corporation with offices at 0000 000x Xx., X.X., Xxxxx
000, Xxxxxxxxxx, XX 00000 ("The Company") and Xxxxx Xxxxxxx dba F.I.I.C. with
offices at 00 Xxx Xxx Xxxxx, Xxxx #0, Xxxxx, XX 00000 (The "Resignee").
Whereas the Company desires to disengage itself from Xxxxx Xxxxxxx dba F.I.I.C.
in all capacities, services, and associations and the Resignee desires to resign
from all duties, services and obligations to the Company on the terms and
conditions set forth in this agreement:
NOW, THEREFORE, In consideration of the premises and promises contained herein,
the parties agree as follows:
1. RESIGNATION
The Resignee hereby resigns his employment with the Company under
the terms and conditions hereinafter contained effective as of the
date first set forth above.
2. TERMINATION OF EMPLOYMENT AGREEMENT
Reference is made to that certain Employment Agreement dated April
1, 1999 ("Employment Agreement") with the Resignee, dba F.I.I.C. as
employee and the Company, as employer. In consideration of, and
effective upon, execution hereof, the Employment Agreement shall be
null and void except with respect to the non-competition and
confidentiality provisions thereof, and Resignee hereby releases and
discharges the Company, its officers, directors, employees, and
agents and each of its and their affiliates, successors and assigns,
from all actions causes of action, claims and demands arising out of
the Employment Agreement including those for compensation for
services or benefits otherwise.
3. COMPENSATION
(a) The Company shall pay the Resignee and the Resignee agrees to
accept as full payment thereof a cash resignation fee of
$52,000 payable in equal weekly installments over a period of
fifty-two weeks.
(b) The Resignee agrees to accept a non-cash resignation fee of
50,000 restricted shares of Kurchatov Research Holdings, Ltd.
Common Stock.
4. REIMBURSEMENT OF EXPENSES
The Resignee agrees not to incur any reimbursable expenses from and
after the date first set forth above. The Resignee agrees that he
shall not seek reimbursement for any expenses previously incurred on
behalf of the Company and no vouchers or other documentation will be
forwarded after this date hereof for reimbursement by the Company.
5. BENEFITS
The Resignee agrees that no additional benefits, emoluments,
privileges, rights, pensions, bonuses, insurance, commissions,
and/or any other perquisites are owed by the Company to the Resignee
and that all benefits previously provided by the Company may cease
as of the date hereof.
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Disengagement Agreement Xxxxx Xxxxxxx/EUROTECH 07/12/99
6. COVENANT NOT TO COMPETE; CONFIDENTIALITY
This agreement shall not limit or restrict the Section 6 of the
Resignee's Employment Agreement with the Company regarding
non-competition and confidentiality ("Section 6"), which Section 6
shall expire pursuant to its terms in the Employment Agreement.
7. RESIGNEE'S WARRANTIES
The Resignee warrants that he had full power and authority to enter
into this Agreement and that such act, and the performance of his
obligations hereunder, will not conflict with any other agreements
or undertakings to which he is a party. Resignee will fully
indemnify the Company and hold it harmless from and against any and
all claims, that this agreement conflicts with another, including
reasonable attorney's fees, incurred by the Company in connection
therewith.
8. NOTICE
Any notice, request, instrument or other document to be given
hereunder by either party to the other shall be in writing and shall
be deemed effective (a) upon personal delivery, (b) when sent by
facsimile (with receipt electronically confirmed by sender's
facsimile machine) if sent during normal business hours of the
recipient, otherwise the next business day, or (c) on the next
business day, if sent by a prepaid overnight courier service, and in
each case addressed as follows:
If to the Resignee:
Xxxxx Xxxxxxx
00 Xxx Xx Xxxxx, Xxxx #0
Xxxxx, XX 00000
If to the Company:
EUROTECH,Ltd.
0000 00xx Xx, X.X., Xxxxx 000
Xxxxxxxxxx, XX 00000
With a Copy to:
Xxxxxxxx Xxxxx Xxxxxxxx Xxxx and Ballon LLP
000 Xxxxx Xxx.
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. XxXxxx, Esq.
Any party may change the address to which notices are to be sent by
giving notice of such change of address to the other party in the
manner herein provided for giving notice.
9. MISCELLANEOUS
(a) The headings contained herein are for reference purposes only,
and shall not affect the meaning or interpretation hereof.
(b) This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without
regard to the conflict of law principals thereof.
(c) This Agreement represents the entire agreement between the
parties with respect to the subject matter hereof, and all
prior agreements or proposed agreements between the Company
and the Resignee, written or oral including, but not limited
to, the Consulting
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Disengagement Agreement Xxxxx Xxxxxxx/EUROTECH 07/12/99
Agreement of June 1999 previously discussed by the parties,
are nullified and superseded hereby.
(d) This Agreement may not be orally cancelled, changed, modified
or amended, and no cancellation, change, modification or
amendment shall be effective or binding, unless in writing and
signed by both parties hereto, and any provisions hereof may
be waived only by a written instrument signed by the party or
parties against whom or which enforcement thereof is sought.
(e) As used herein, any gender includes a reference to all other
genders and the singular included a reference to the plural
and vice versa. The words "herein," "hereby," "hereunder" and
words of similar import refer to this Agreement, as do
Sections. The words "include," "includes," and "including"
shall be deemed to be followed by the phrase "without
limitation." Any reference to any federal, state, local or
foreign statute or law shall be deemed to refer to all rules
and regulations promulgated thereunder, unless the context
requires otherwise.
IN WITNESS WHEREOF, the pasties have executed this Agreement as of the date
first written above.
EUROTECH, Ltd.
By /s/ Xxxxxxxxx X. Xxx
-----------------------
Xxxxxxxxx X. Xxx
Vice President, COO
F.I.I.C.
By /s/ Xxxxx Xxxxxxx
-----------------------
Xxxxx Xxxxxxx
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