EXHIBIT 10.4
October 21, 2002
Mr. Xxxxxx Xxxxx
Pres. & CEO
SVT Inc.
00 Xxxx Xx.
Xxx Xxxx, X.X. 00000
Re: Separation Agreement
Dear Sanjay:
This agreement, upon your signature, will constitute an Agreement between
SVT Inc. and me regarding my separation of employment from SVT Inc.
Given that I have been terminated without "good cause" effective October
10th, 2002, and I have an executed Employment Agreement dated February 7, 2002,
SVT owes me $341,666.66 calculated as follows:
1/2 of $200,000 for 7 months: $58,333.33
Last 5 months of year 1 at full rate: 83,333.33
Year 2 salary: 200,000.00
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Total: $341,666.66
As per the employment contract dated February 7, 2002 these monies are
deemed earned by me on the date of termination. Despite the fore-going, the
parties to this agreement agree that the severance payment will be $75,000,
payable immediately upon execution of this agreement.
I waive my right to any Consolidated Omnibus Budget Reconciliation Act of
1985 ("COBRA") benefits. I waive my rights to the 1 million SVT stock options
effective termination date. Further, I acknowledge except for the compensation
and benefits provided herein, I shall not be entitled to any future compensation
or benefits from SVT, with the exception to those benefits required by law.
I agree to assist with the transfer of responsibilities and knowledge to
the new CFO for a period up to 5 months, or March 10th, 2002. Such assistance
will not be greater than 4 hours per week. In consideration for this assistance,
SVT will provide me a desk, phone, computer, and other general office equipment
as required by me and that is readily available to SVT. I acknowledge SVT is
under no obligation in this paragraph to purchase equipment or services to
fulfill their requirements of this paragraph.
In consideration of the promises, agreements, covenants, set forth herein
and in exchange for payments and other benefits provided to me herein by SVT, to
which I am
otherwise not entitled, I agree, on my own and on behalf of my heirs, executors,
administrators, attorneys, representatives, successors, and assigns, to hereby
waive, release and discharge all claims, demands, causes of action, fees,
liabilities, and expenses (including attorney's fees) of any kind whatsoever,
whether known or unknown which I ever had or now have against SVT, its former,
current, and future directors, officers, employees, agents, subsidiaries,
affiliates, members, trustees, parents, fiduciaries, of any employee benefit
plan or policy of SVT and other representatives (herein collectively referred to
as "SVT"), individually and in their official capacities, by reason of any
actual or alleged act, omission, transaction, practice, conduct, occurrence, or
other matter up to and including the date of execution of this agreement
relating in any way to my employment by SVT, including my separation of
employment with SVT. This release is intended to include all possible legal
theories, including, but not limited to, any intentional or unintentional tort,
the violation of any express or implied contract or any public policy, the
violation of any common law or any federal, state, or local fair employment
practice laws, or other employee relations statutes and executive orders, any
claim under title VII of the civil Rights Act of 1964, as amended, the civil
Rights Act of 1866, the Age Discrimination in Employment Act (including the
Older Workers Benefit Protection Act), the Americans with Disabilities Act, the
Family and Medical Leave Act, the Civil Rights Act of 1991, the New York State
and New York City Human Rights Laws, the New York AIDS Testing Confidentiality
Act, the New York Equal Pay Law, the Fair Labor Standards Act, the New York
Labor Law, and the Employee Retirement Income Security Act of 1974, defamation,
intentional infliction of emotional distress, injury to reputation, pain and
suffering and all claims for additional compensation or benefits (except as
provided herein). By executing this Agreement, I agree that this release shall
discharge SVT to the maximum extent permitted by law. Nothing herein shall waive
any rights to benefits under any SVT plan that I have vested as of the date of
this agreement. In addition, nothing herein shall waive my right to challenge
this Agreement.
By executing this Agreement, I further agree that I have not instituted,
assisted, or otherwise participated in connection with, any complaint, claim,
charge, lawsuit, or administrative agency proceeding, or action at law or
otherwise against SVT. To the extent permitted by law, I waive my right to
institute in the future any complaint, claim, charge, lawsuit or administrative
agency proceeding, or action at law or otherwise against SVT, and agree not to
accept relief or recovery from any such action or proceeding filed on my behalf.
By executing this Agreement, I also agree and recognize that I am not
entitled to a discretionary bonus for the year 2002.
I understand that any payments or benefits provided to me under this
Agreement do not constitute an admission by SVT that it has violated any law or
legal obligation with respect to any of my former employment or separation
therefrom.
I agree that I will not publicize, disclose, or cause knowingly permit or
authorize, either directly or indirectly, the publicizing, or disclosure in any
way, to any person, firm,
organization, entity or any third party of any and every type, public or
private, for any reason, at any time (except as described below), any
confidential information, trade secrets or other proprietary information which I
in any way acquired, developed, or created during my employment with SVT
(except, for the purposes of obtaining employment, generally describing my
duties and responsibilities at SVT, the fact that I was employed at SVT, and my
separation from SVT), or the specific circumstances surrounding my separation of
employment from SVT, except (a) for the purpose of enforcing this Agreement,
should that ever be necessary, and (b) to my immediate family, attorneys, tax
advisors, or accountants provided such individuals agree to be bound by the
provisions of this paragraph.
Any non-disclosure provision of this Agreement does not prohibit or
restrict me (or my attorney) from responding to any inquiry about this
settlement or its underlying facts and circumstances by the Securities and
Exchange Commission, the National Association of Securities Dealers, Inc., or
any investigatory organization.
Upon service of me, or anyone acting on my behalf, of any order or other
legal process requiring me to divulge information prohibited from disclosure
under this Agreement, I shall immediately notify SVT's President or Chief
Operating Officer of such service and of the content of any testimony or
information to be provided pursuant to such order or process.
I agree I will cooperate fully with SVT in connection with any existing or
future litigation against SVT, whether administrative, civil, or criminal in
nature, in which and to the extent SVT deems my cooperation necessary.
This Agreement sets forth the entire agreement between the parties
concerning my employment and my separation from SVT. All prior agreements,
written or oral, shall be null and void and this Agreement may only be amended
by written document executed by parties to this Agreement.
This Agreement shall be governed by and interpreted for all purposes
consistent with the laws of the State of New York. If any clause of this
Agreement shall ever be determined to be unenforceable, it is agreed that this
will not affect the enforceability of any other clause or the remainder of this
Agreement.
This Agreement will be binding on the parties and their successors and
assigns.
To accept this Agreement, please sign and date this Agreement and return it
to me.
Agreed:________________________________ Agreed:______________________________
Name:__________________________________ Name:________________________________
