TERMINATION AGREEMENT
EXHIBIT
10.2
THIS
TERMINATION AGREEMENT
(“Termination
Agreement”) is entered into as of April 25, 2008, by and between Xxxxxx
Xxxxxxxx (the “Optionee”) and Medis
Technologies Ltd., a Delaware corporation (the “Company”). The Optionee and
the Company shall individually be known herein as a “Party”, and collectively,
the
“Parties”.
WHEREAS,
the Optionee and the
Company are parties to those certain Option Agreements (collectively, the “Option Agreements”) relating
to the grant of options listed on Exhibit A attached hereto (the “Options”).
WHEREAS,
the Parties wish to
cancel the Options and terminate the Option Agreements and all obligations
of
the Parties thereunder.
NOW,
THEREFORE, in
consideration of the foregoing recitals and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the
Parties hereby agree as follows:
1. Upon
execution of this Termination Agreement, the Options shall be cancelled and
the
Option Agreements shall be terminated and cancelled and be of no further force
or effect.
2. Each
Party hereby waives, releases, acquits, and forever discharges
the other Party and its respective agents, representatives, officers, directors,
and employees from any and all claims, causes of action, liability or damages
of
any kind, whether past or present, known or unknown, real or imagined, asserted
or unasserted, foreseen or unforeseen that each Party could have asserted in
connection with the Option Agreements.
3. Each
Party represents and warrants that it has not assigned, transferred, or disposed
of, in any manner, any interest (either in whole or in part) in any claims,
causes of action, liability or damages that are the subject of Section 2
above.
4. This
Termination Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York without giving effect to the conflict of
laws
provisions thereof. This Termination Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
taken together shall constitute one and the same instrument.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE TO FOLLOW]
[SIGNATURE
PAGE TO TERMINATION AGREEMENT]
IN
WITNESS WHEREOF, each Party
has caused this Termination Agreement to be executed by it or its duly
authorized representative as of the date first set forth above.
|
By:
/s/
Xxxxxx X. Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Title:
Chairman and CEO
/s/
Xxxxxx
Xxxxxxxx
Xxxxxx
Xxxxxxxx
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Exhibit
A
Options
|
Exercise
Price
|
13.08
|
14.93
|
20.98
|
Total
|
|
|
Date
issued
|
3-Nov-04
|
26-Aug-05
|
18-Jul-06
|
||
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Date
Vested
|
3-Nov-05
|
29-Dec-05
|
18-Jul-07
|
||
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Expiration
Date
|
3-Nov-08
|
26-Aug-09
|
18-Jul-10
|
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Number
of options to be cancelled:
|
|||||
|
Xxxxxx
Xxxxxxxx
|
31,000
|
60,000
|
80,000
|
171,000
|
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