RESIGNATION AGREEMENT AND RELEASE
EX 10.1
This
Resignation Agreement and Release
(“Agreement”) is entered into between Z Trim Holdings, Inc. (“Employer”) and
Xxxxxxx X. Xxxxxxx (“Employee”). In consideration for the mutual
promises set forth below, Employer and Employee agree as follows.
1.
Employee has resigned his employment
and his position as director, effective August 20, 2007.
2.
Employer agrees to:
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a.
Pay Employee three months of severance pay in the amount of 3 month’s
worth of current salary, less regular
withholding;
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b.
Pay Employee any amounts due and owing for 15 days of earned but
unused
vacation pay, less regular withholding, as determined by the Company
pursuant to the Company’s current policies and
procedures.
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c. Provided
that Employee
exercises his right to continue coverage under thegroup medical plan, Employer
will pay the full cost of coverage for up to sixmonths or until Employee no
longer qualifies for COBRA continuation coverage, whichever occurs first for
the
Employee and for Employee’s family.
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The
payment set forth in paragraph 2(a) will be made in lump sum on or
before
August 31, 2007, less regular
withholding.
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3.
Employee acknowledges that he has no
further right to any benefits or compensation not provided for in this
Agreement, including wages, salary, severance pay, bonuses or stock
options.
4.
On behalf of himself, his heirs,
executors, administrators and assigns, Employee fully releases Employer and
all
of its affiliated or related entities, their successors, assigns, officers,
directors, agents, employees and attorneys from all claims, known or unknown,
of
any kind of nature whatsoever which Employee has, claims or may have or claim
in
the future relating to Employer and the other released parties referred to
above. This release includes but is not limited to all liabilities
for the payment of any sums for accrued earnings, bonuses, severance pay,
salary, accruals under any vacation, sick leave or holiday plans, any employee
benefits, any charge, claim or lawsuit under any federal, state or local law,
including but not limited to claims under Title VII of the Civil Rights Act
of
1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Age
Discrimination in Employment Act, as amended by the Older Workers’ Benefit
Protection Act, the Americans with Disabilities Act, the Worker Adjustment
Retraining and Notification Act, the Family and Medical Leave Act, and any
tort,
contract, quasi contact and other common laws claims, and for attorney’s
fees.
5.
Employee represents that he has not
filed any charges, suits, claims or complaints against Employer or the other
released parties referred to above, and to the maximum extent permitted by
law,
Employee agrees that he will not do so at any time in the future with respect
to
any claim which arose prior to the date of this Agreement. This
release forever bars all suits which arose or might arise in the future from
any
occurrences arising prior to the date of this Agreement. If Employee,
or any administrative agency, acting on Employee's behalf, files any
administrative charge, Employee agrees to waive all right to
recovery.
6.
The following provisions are
applicable to and made a part of this Separation Agreement and
Release:
a.
Employee does not release or waive any right or claim that he may have which
arises after the date of this Agreement. However, Employee
acknowledges and understands that he has unequivocally resigned his employment
prior to signing this Agreement, and any claim Employee may have based upon
the
separation from employment has arisen prior to the execution of this
Agreement.
b.
In exchange for this release, Employee acknowledges that he has received
separate consideration beyond that which Employee is otherwise entitled to
under
Employer policy or applicable law, including but not limited to the severance
pay.
c.
Employer expressly advises Employee to consult with an attorney of his choosing
prior to signing this Agreement, which contains a general release of all
claims.
d.
Employee has twenty-one (21) days from the date of receipt to consider whether
or not to sign this Agreement. In the event Employee signs it,
Employee has a further period until August 31, 2007, in which to revoke this
Agreement. This Agreement is not effective until the end of the
revocation period. Any revocation should be communicated in writing, by personal
delivery or first class mail to Xxxxx Xxxxx, Z Trim Holdings, Inc., 0000 Xxxxxx
Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000.
7.
Employee agrees he has
returned or will return to Employer all Employer documents and property,
including records, credit cards, computer software and disks, card key passes,
and other physical property which Employee received or prepared during the
course of his employment. Employee agrees to retain no copies or
duplicates. Pursuant to all applicable law, Employer will return all
personal property to Employee. Employer agrees to assign the
Trademark Application to Employee for the xxxx “oral saver” on or before August
31, 2007.
8.
Employee agrees to keep
confidential the terms of this Agreement. However, Employee may discuss this
Agreement with his attorney, spouse and accountant, provided those individuals
also keep the Agreement confidential.
9. Employee
agrees that he
will make no statements to the public or press concerning his employment with
Employer or his separation from employment that have not previously been
approved by Employer’s Board of Directors.
10.
Employee agrees not to make
disparaging remarks about Employer, its products or services or about Employer’s
directors, officers or employees.
11.
Employees acknowledges that he remains bound by all of the non-competition
and
non-disclosure provisions of his Employment Agreement dated January 2, 2007
and that
Employer
retains all the rights and remedies set forth in the Employment Agreement for
breach of such provisions.
12.
This Agreement shall not in any way
be construed as an admission by Employer that it has acted wrongfully with
respect to Employee or that Employee has any rights whatsoever against Employer
or the other released parties.
13.
Employee agrees that he has
carefully read and fully understands all of the provisions of this Agreement
and
is knowingly, voluntarily and willfully entering into this
Agreement.
14.
Employee acknowledges that in
executing this Agreement, he has not relied upon any representation by Employer
or its agents not set forth in this Agreement.
15.
Employee acknowledges that he
received this Agreement on August 20, 2007.
16.
This Agreement sets forth the
entire agreement between the parties and supersedes any prior agreements and
understandings, written or oral.
PLEASE
READ CAREFULLY.
THIS
AGREEMENT INCLUDES
A
RELEASE OF ALL KNOWN
AND
UNKNOWN CLAIMS.
EMPLOYEE | Z Trim Holdings, Inc. | |||
/s/Xxxxxxx
Xxxxxxx
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By: /s/
Xxxxx X. Xxxxxx
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Name
Xxxxxxx Xxxxxxx
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Xxxxx
X. Xxxxxx
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Date
8-20-07
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Date
8/20/07
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/s/