RESIGNATION AGREEMENT AND MUTUAL RELEASE
This
Resignation Agreement and Mutual Release (the “Agreement”) is entered into this
5th day of June, 2008, by and between Neuro-Hitech, Inc., a Delaware corporation
(“Employer” or “Company”), and Xxxx Xxxxxxxx (“Employee”).
Recitals
A. Employee
has been employed by Employer as Chief Executive Officer and President since
August 27, 2007, pursuant to an Employment Agreement dated August 22, 2007
(the
“Employment Agreement”).
B. Employer
and Employee have decided that Employee will resign from Employer, effective
June 5, 2008, under the terms set forth herein.
NOW,
THEREFORE, in consideration of the promises contained herein, the adequacy
of
which is hereby acknowledged, the parties agree as follows:
Agreements
Section
1 Resignation
Date
Employee
hereby resigns his employment with Employer and resigns as an officer of
Employer and as a member of Employer’s board of director, effective at the close
of business on June 5, 2008 (the “Resignation Date”).
Section
2 Separation
Pay & Benefits
A. Accrued
Salary and Vacation.
At the
first regularly scheduled payroll date following the Resignation Date, Employer
will issue Employee a final paycheck for (i) all accrued but unpaid salary
as of
the Resignation Date, less required and authorized tax withholding and
deductions, (ii) one week’s vacation pay (valued at $9,375.00), less required
and authorized tax withholding and deductions and (iii) reimbursable business
expenses upon submission of an applicable report in an approximate amount of
$5000.
X. Xxxxxxxxx.
In
addition, Employer shall pay Employee in a lump sum the amount of $275,000,
less
required and authorized tax withholding and deductions. This payment shall
be
made within five business days of the expiration of the Revocation Period (as
defined below).
C. Medical/Dental.
Employer agrees to pay $22,560.84 representing Employee’s medical and dental
coverage premium for 12 months. This payment shall be made within five business
days of the expiration of the Revocation Period.
D. Attorney
Fees.
Employer shall pay Employee’s attorney’s fees associated with Employee’s
resignation in the amount of $4,000 payable to Xxxxxxxxxxx Xxxxxx, LLC within
five business days of the expiration of the Revocation Period.
Section
3 Stock
Options and Stock
Employee
agrees that no stock options granted to him through the Employment Agreement
or
any other agreement have been exercised, and all such stock options are
terminated by this Agreement.
Section
4 Employment
Agreement: Non Competition and Confidential Information
Employee
agrees that the Noncompetition and Nonsolicitation provisions in Section 7,
and
the terms of Section 8 (Confidential Information), of the Employment Agreement
shall remain in full force and effect, are incorporated herein by reference
and
Employee agrees to continue to be bound by the restrictions and limitation
set
forth in Sections 7 and 8 of the Employment Agreement.
Section
5 No
Other Compensation or Benefits
Except
as
otherwise expressly stated in this Agreement or as otherwise required by law,
(a) the Employment Agreement shall be deemed terminated, (b) Employee shall
have
no further rights under the Employment Agreement, and (c) Employee’s
participation in, entitlement to and accrual of all other compensation and
benefits shall cease as of the Resignation Date.
Section
6 Property
Employee
agrees to return all property of Employer, including all copies, excerpts and
summaries of such property in whatever form, within 30 days of the Resignation
Date.
Section
7 Board
Minutes
Employer’s
Board of Directors shall approve all outstanding minutes of the Board of
Directors prior to the execution of this Agreement. Employee will be provided
a
copy of all minutes of the Board of Directors adopted during the period of
his
employment.
Section
8 Non
Disparagement/Confidentiality
The
parties agree not to make any oral or written statement or comment to anyone,
disparaging the other or Employer’s owners, directors, officers or employees.
Following execution of this agreement Employer will not use Employee’s name in
any marketing or public relations announcements. Further, Employee shall be
permitted to review and reasonably approve a press release announcing Employee’s
resignation of employment.
Section
9 Release
A. By
Employee.
In
consideration for the benefits described herein, and for other good and valuable
consideration, Employee, on behalf of himself, his heirs, executors,
administrators, agents, representatives and assigns, hereby forever releases
Employer, and its affiliated entities, and its and their officers, directors,
owners, employees, agents, attorneys and representatives, and each of their
predecessors, successors and assigns, from any and all claims, demands, suits,
actions, damages, losses, expenses, charges or causes of action of any nature
whatsoever, whether known or unknown, relating in any way to any act, omission,
event, relationship, conduct, policy or practice prior to the date Employee
signs this Agreement, including without limitation his employment with Employer
and the separation therefrom (“Claims”). This release includes without
limitation Claims for discrimination under the Age Discrimination in Employment
Act (the “ADEA”); Claims for breach of any contract, including the Employment
Agreement; Claims for wrongful discharge; Claims for emotional distress,
defamation, fraud, misrepresentation or any other personal injury; Claims for
unpaid compensation; Claims relating to benefits; Claims for attorneys' fees
and
costs; Claims for reinstatement of employment; and all other Claims under any
federal, state or local law or cause of action. Employee represents that he
has
not filed any such Claims, and he further agrees not to assert or file any
such
Claims in the future. It is understood and agreed that this Mutual Release
does
not apply to claims for breach of the terms of this Agreement nor does this
Mutual Release apply to Employer’s existing and continuing obligations to
defend, indemnify and hold Employee harmless from claims asserted by
stockholders, vendors and others.
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B. By
Employer.
In
consideration for the benefits described herein, and for other good and valuable
consideration, Employer, and its affiliated entities, and its and their
officers, directors, owners, employees, agents, attorneys and representatives,
and each of their predecessors, successors and assigns hereby forever releases
Employee, his heirs, executors, administrators, agents, representatives and
assigns, from any and all claims, demands, suits, actions, damages, losses,
expenses, charges or causes of action of any nature referred to or raised in
the
May 13, 2008 letter to Employee from Employer, a copy of which is attached
as
Exhibit A to this Agreement, and from any and all claims that could have been
asserted against Employee up to the Resignation Date.
Section
10 Complete
Agreement
This
Agreement represents the entire agreement of the parties and supersedes all
other agreements, discussions and understandings of the parties, concerning
the
subject matter hereof. All other express or implied agreements of the parties
not expressly contained or incorporated by reference herein are terminated
and
of no further force or effect. This Agreement may not be modified in any manner
except in a written document signed by both parties. Should any provision of
this Agreement be held to be invalid or unenforceable by a court of competent
jurisdiction, the remaining provisions of the Agreement shall continue in full
force and effect.
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Section
11 Consultation
and Consideration
Employee
has been and is advised and encouraged to consult with an attorney prior to
executing this Agreement. He may have a period of up to 21 days to consider
this
Agreement, but he may knowingly and voluntarily take less time to consider
it.
In addition, should Employee choose to sign the Agreement, he shall have a
period of seven days thereafter to revoke his signature and agreement and to
provide such notice of revocation in writing to the Employer (the “Revocation
Period”). Thus, this Agreement shall not become effective or enforceable until
the expiration of the seven day Revocation Period. In the event that Employee
exercises his right of revocation, Employer’s obligations hereunder shall cease,
and this Agreement shall become null and void. Employer’s obligations to begin
any payments, or to grant the stock, provided for herein shall, at its option,
not commence until expiration of the Revocation Period.
Section
12 Miscellaneous
A. Governing
Law.
This
Agreement shall be construed exclusively in accordance with the laws of the
State of New York, without regard to the principles of conflicts of laws
therein.
B. Parties
Bound, Assignment.
This
Agreement shall be binding upon and shall inure to the benefit of Employer
and
its directors, officers, agents, subsidiaries, affiliates, successors and
assigns and Employee and his heirs and assigns. Employee may not assign any
right or obligation hereunder without Employer’s prior written
consent.
C. Counterparts.
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original and together which shall constitute one and the same
instrument.
D. Non-Admission.
The
Parties agree that nothing contained in this Agreement shall be construed as
an
admission by Employer or Employee that it, or he have engaged in any
wrongdoing.
E. Notices.
Any
notices required or provided under this Agreement must be in writing, and
addressed to (A) Employer, c/o Xxxxx Xxxxxxx, with a copy to Xxxxxxx X. Xxxxxx,
Arent Fox LLP, 0000 Xxxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, XX 00000; and to (B)
Employee at his last known address provided to the Employer in
writing.
EMPLOYEE
HAS HAD AN OPPORTUNITY TO CAREFULLY REVIEW AND CONSIDER THIS AGREEMENT WITH
AN
ATTORNEY, AND HE HAS HAD SUFFICIENT TIME TO CONSIDER IT. AFTER SUCH CAREFUL
CONSIDERATION, HE KNOWINGLY AND VOLUNTARILY ENTERS INTO THIS AGREEMENT WITH
FULL
UNDERSTANDING OF ITS MEANING AND EFFECT.
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IN
WITNESS WHEREOF, the parties hereto have duly executed this
Agreement.
| NEURO-HITECH, INC. | ||||
|
/s/
Xxxx Xxxxxxxx
|
By: |
/s/
Xxxxxx Xxxxxxx
|
||
|
Xxxx
Xxxxxxxx
|
Xxxxxx
Xxxxxxx
|
|||
|
Vice
Chairman
|
||||
|
Date:
June 5, 2008
|
Date: June 5, 2008 | |||
Exhibit
A
– Letter
dated May 13, 2008
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