RELEASE AND SEVERANCE AGREEMENT
This Release and Severance Agreement executed this 28th day of February,
2007, by and between and R.I. XXXXXX & Co., LLC, (hereinafter "RI XXXXXX"),
XXXXXXX X. XXXXXXXXX III (hereinafter "Xxxxxxxxx"), XXXX XXXXX (hereinafter
"Xxxxx"), XXXXX XXXXXXX, (hereinafter "Xxxxxxx") and AMERICAN TECNOLOGIES GROUP,
INC., (hereinafter "ATGR"), and shall constitute the formal agreement of the
parties hereto providing for the resignation of Xxxxxxxxx as Chief Executive
Officer of ATGR, providing for the transfer of all shares of common stock of
ATGR owned by RI Xxxxxx (the "Shares") to ATGR, and further providing for the
orderly transition of records and related matters to the newly appointed Chief
Executive Officer of ATGR.
In consideration of the premises and mutual promises contained herein, it
is hereby agreed as follows:
1. Resignation and Transition Services. Xxxxxxxxx hereby tenders his
resignation to the Board of Directors of ATGR, such resignation to be effective
March 1, 2007. Prior to the effective date of his resignation Xxxxxxxxx shall
continue to act as the ATGR's Chief Executive Officer and shall, in anticipation
of the transition of his duties, deliver or cause to be delivered to the Board
or its designees all documents and records in his possession relating to the
operations of ATGR. In addition, from and after the execution of this Agreement,
Xxxxxxxxx shall cooperate with Board of ATGR, its agents, and designees by
furnishing information and providing reasonable assistance in connection with
any filing obligations, actions, proceedings, arrangements or disputes of any
nature with respect to ATGR's operations in order to provide for an orderly
transition of his duties as Chief Executive Officer to his successor or
successors. Without limiting the foregoing, Xxxxxxxxx agrees that he shall be
available by and e-mail and telephone during business hours to answer any
questions of ATGR's officers, auditors, accountants, and attorneys in order to
allow ATGR to timely file a form 10-Q on or before March 15, 2007.
2. Delivery of Shares. On March 1, 2006 RI Xxxxxx shall deliver, without
charge, all of the Shares to ATGR or its designee. In order to effectuate such
transfer, Xxxxxxxxx and RI Xxxxxx shall deliver to ATGR's transfer agent or
other designated agents such certificates, transfer powers, endorsements, or
other documents as may be required to transfer the Shares to ATGR.
3. Payment for Services. Plamondon, Davis, Xxxxxxx and RI Xxxxxx agree to
accept, as payment in full for the services that they and their affiliates have
provided to ATGR, the sum of $120,000, $10,000 of which shall be paid to RI
Xxxxxx on March 1, 2007, and the remainder of which shall be payable to RI
Xxxxxx, without interest, in 11 monthly instalments of $10,000 payable on the
first of each month from and after April 1, 2007.
4. Releases. RI Heller, Davis, Xxxxxxx and Xxxxxxxxx (hereafter in this
Section 4 individually and collectively the "Executive"), now and forever, agree
and covenant not to xxx ATGR, or raise any claims against ATGR or any related
entity, subsidiary or affiliate, on any matter arising out of, or related in any
way, directly or indirectly, to their service as officers of ATGR, and to
forever refrain from instituting, pressing, or in any way proceeding upon, any
and all potential claims, demands, causes of action, or adjudications
whatsoever, which they may have, ever had, now has, or may have, against ATGR,
or any affiliated entity as set out above, arising prior to the date of this
Agreement. AGTR, now and forever, agrees and covenants not to xxx Executive, or
raise any claims against Executive or any related party, entity, subsidiary or
affiliate, on any matter arising out of, or related in any way, directly or
indirectly, to Executive's employment with ATGR, and to forever refrain from
instituting, pressing, or in any way proceeding upon, any and all potential
claims, demands, causes of action, or adjudications whatsoever, which ATGR may
have ever had, now has, or may have, against Executive or any affiliated entity
or party as set out above, arising prior to the date of this Agreement. Nothing
in this section 4 shall release the parties of their respective obligations set
forth in this Agreement.
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5. Public Announcements. Executive and ATGR acknowledge that ATGR shall be
permitted to disclose this Agreement and its terms as part of a Form 8-K
disclosure and as part of any other filings as may be required by law. Executive
shall have a reasonable opportunity to review such filings, provided that such
review shall not delay the timely filing of any required disclosure. All parties
hereto agree that no further review or approval will be required for a
disclosure that is materially similar to the following disclosure:
"On February 28., 2007, the Company accepted the resignation of Xxxxxxx X.
Xxxxxxxxx III, as Chief Executive Officer and finalized the terms of his
departure. Pursuant to the attached Severance and Release Agreement, Xx.
Xxxxxxxxx, and R.I. Xxxxxx Co., LLC and certain other parties who have worked
with RI Xxxxxx have agreed that Xx. Xxxxxxxxx will serve a s CEO through March
1, 2007, that RI Xxxxxx and Xx. Xxxxxxxxx will transfer, without charge, all
shares of common stock of the Company owned by them (680,000 shares) to the
Company, that RI Xxxxxx will receive $120,000 for Xx. Xxxxxxxxx'x and RI
Xxxxxx'x services (payable in 12 monthly installments of $10,000), and that the
parties will mutually release each other for all claims to the date of the
agreement. A full copy of the agreement with Xx. Xxxxxxxxx and R.I. Xxxxxx is
attached as an exhibit to this filing."
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6. Non-Disparagement. Each party agrees to refrain from any defamation,
libel or slander of the other, or tortious interference with the contracts and
relationships of the other. Upon inquiry, the ATGR shall only state the
following: Executive 's last position and dates of employment.
7. Entire Agreement. All agreements and understandings between the parties
hereto are embodied and expressed herein, and the terms of this Release and
Severance Agreement shall be construed as constituting a contract between the
parties, and not as a mere recital.
IT WITNESS WHEREOF, the parties have executed this Release and Severance
Agreement on the date first above written.
/s/ Xxxxxxx X. Xxxxxxxxx, III
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/s/ Xxxx Xxxxx
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/s/ Xxxxx Xxxxxxx
AMERICAN TECHNOLOGIES GROUP, INC.
/s/ R. Xxxxx Xxxxx, Vice-President
RI XXXXXX, LLC
/s/ Xxxxxxx X. Xxxxxxxxx, III
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