EMPLOYMENT AGREEMENT
Exhibit 10.1
THIS EMPLOYMENT AGREEMENT (the
“Agreement”) is dated as of the 1st day of June, 2021,
by and between Rekor Systems, Inc. (the “Company”), a
Delaware corporation, and Xxxxxxx Xxxxxx (the
“Executive”).
WITNESSETH
THAT:
The
Company desires to employ the Executive, and the Executive wishes
to accept such employment with the Company, upon the terms and
conditions set forth in this Agreement.
NOW THEREFORE, in consideration of the
mutual promises and agreements set forth herein and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally
bound, agree as follows:
1.
Employment and Effective
Date.
a) The
Effective Date of this Agreement (the “Effective Date”)
is the date of execution and delivery by the Company and the
Executive.
b) The
Executive’s title as of the Effective Date shall be Chief
Revenue Officer of the Company. The Executive shall report to the
Company’s President and Chief Executive Officer (the
“CEO”). The position is located at the headquarter
office in Columbia, Maryland. The position is considered
“exempt” and the Executive is not entitled to overtime
pay. The Executive hereby accepts such employment by the Company on
the terms and conditions hereinafter set forth.
c) The
Parties agree that, notwithstanding anything to the contrary in
this Agreement, Executive will be a part-time employee from June 1,
2021 through July 11, 2021. During this period, this Agreement
shall be in effect, except that the Executive (i) will work a
minimum of 10 hours per week; (ii) will be compensated at a rate of
$7,500 per month; and (c) will not be eligible for the compensation
and benefits described in Sections 2 and 5 below.
d) The
Executive’s full-time employment hereunder shall be effective
as of July 12, 2021 and shall continue until July 12, 2023, unless
terminated earlier pursuant to Section 8 of this Agreement;
provided that, on July 12, 2023 and each annual anniversary
thereafter (such date and each annual anniversary thereof, a
“Renewal Date”), the Agreement shall be deemed to be
automatically extended, upon the same terms and conditions, for
successive periods of one year, unless either party provides
written notice of its intention not to extend the term of the
Agreement at least ninety (90) days prior to the applicable Renewal
Date. The period during which the Executive is employed by the
Company hereunder on a full-time basis is hereinafter referred to
as the “Employment Term.”
2.
Compensation.
a) In
salary compensation for the Executive’s employment, the
Company shall pay the Executive a base salary at an annualized rate
of $375,000 (the “Base Salary”) in installments payable
in accordance with the Company’s customary payroll practices
and the law. The Executive shall be eligible for potential
discretionary increases to base salary on a regular
basis.
b) The
executive shall be considered for periodic performance bonuses up
to 100% of base salary as determined by the Board in its sole
discretion. The Executive understands that nothing herein should be
interpreted as a guarantee of any discretionary performance bonus
or pro-rata bonus upon termination of employment.
c) The
Executive shall be granted 50,000 shares of Restricted Stock Units
as described in Rekor System, Inc.’s Restricted Stock Unit
Agreement.
3.
Duties. The
Executive shall have such executive-level duties as are assigned or
delegated to him by the CEO, consistent with his then-current
title. As of the Effective Date, the Executive’s title shall
be as indicated above. The Executive recognizes, however, that this
title can change, as can the executive duties associated therewith.
The Executive shall devote substantially all his working time and
attention to the business of the Company and shall cooperate fully
in the advancement of the best interests of the Company. Subject to
approval from the Company in writing in advance, the Executive,
during the term of this Agreement or any extensions or renewals
thereof agrees not to engage in any activities outside of the scope
of the Executive’s employment that would detract from, or
interfere with, the fulfillment of his responsibilities or duties
under this Agreement.
4.
Expenses. Subject
to Section 8 and subject to compliance by the Executive with such
policies regarding expenses and expense reimbursement as may be
adopted from time to time by the Company, the Executive is
authorized to incur reasonable expenses in the performance of his
duties hereunder in furtherance of the business and affairs of the
Company, provided that the Company will reimburse the Executive for
all such reasonable expenses upon the presentation by the Executive
of an itemized account satisfactory to the Company in
substantiation of such expenses when claiming
reimbursement.
5.
Employee Benefits;
Vacations. As of the first day of the month following the
first full month of employment, the Executive shall be eligible to
participate in such 401 (K), medical and other employee benefit
plans of the Company that may be in effect or modified from time to
time, to the extent eligible under the terms of those plans, on the
same basis as other similarly situated executive officers of the
Company. The Executive shall be entitled to paid vacation in
accordance with the policies of the Company in effect from time to
time, as determined by the Board.
6.
Indemnification and
Liability Insurance.
a) The
Executive shall be indemnified and held harmless consistent with
the provisions of the by-laws of the Company in effect at that time
but in no event shall the Executive receive diminished rights or
rights less than those rights provided by applicable
law.
b) During
the Employment Term and for a period of two (2) years thereafter,
the Company shall purchase and maintain, at its own expense,
directors’ and officers’ liability insurance providing
coverage to the Executive on terms that are no less favorable than
the coverage provided to other directors and similarly situated
executives of the Company.
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7. Taxation
of Payments and Benefits. The Company shall make deductions,
withholdings and tax reports with respect to payments and benefits
under this Agreement to the extent that it reasonably and in good
faith believes that it is required to make such deductions,
withholdings and tax reports. Payments under this Agreement shall
be in amounts net of any such deductions or withholdings. Nothing
in this Agreement shall be construed to require the Company to make
any payments to compensate the Executive for any adverse tax effect
associated with any payments or benefits or for any deduction or
withholding from any payment or benefit.
8. Termination.
Either the Executive or the Company may terminate the employment
relationship at any time, with or without Cause (as such term is
defined in Section 12) on advance notice as provided herein or with
immediate effect if the termination is for Cause. The Executive
agrees to give the Company at least fourteen (14) days prior
written notice if he decides to terminate his employment. Except in
the case of a termination for Cause, the Company agrees that it
will provide identical notice. Upon termination of the
Executive’s employment for any reason, the Executive will be
entitled to any earned but unpaid Base Salary, any bonus approved
prior to termination, reimbursement for unreimbursed expenses
properly incurred by the Executive prior the termination, his
vested stock grants and stock options. In addition, if terminated
for reasons other than Cause or if the Executive resigns for Good
Reason, the executive shall be entitled to such employee benefits,
if any, to which the Executive may be entitled under the
Company’s employee benefit plan(s) as of the termination.
Additionally:
a) In
the event the Executive dies during the term of this Agreement,
Executive’s employment hereunder shall automatically
terminate as of the date of death.
b) In
the event the Executive becomes totally disabled during the term of
this Agreement, this Agreement may be terminated by the Company as
of the date of total disability in its sole discretion. For
purposes of this Agreement, the Executive shall be deemed totally
disabled if the Executive becomes so physically or mentally
disabled as to be incapable, even with a reasonable accommodation
by the Company to the extent required by applicable law, of
performing the Executive’s duties for a period of ninety (90)
days in any twelve (12) month period. Any question as to the
existence of the Executive’s total disability as to which the
Executive and the Company cannot agree shall be determined in
writing by a qualified independent physician mutually acceptable to
the Executive or his representative(s) and the Company. Such
determination shall be final and conclusive for all purposes under
this Agreement.
c) Subject
to compliance with Sections 8(d) and (e), in the event that the
Executive’s employment is terminated by the Company for
reasons other than death, Disability (as defined above) or Cause
(as defined in Section 12) or in the event the Executive resigns
his employment for Good Reason (as defined in Section 12), the
Executive will be provided a severance package equal to four (4)
months of the Base Salary for each full (1) year of employment, up
to a maximum of 12 months (the “Separation Payment”).
The Separation Payment shall be paid in twelve (12) equal monthly
installments and shall begin within fifteen (15) business days of
the effective date of the release noted in Section
8(g).
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d) In
the event that the Executive’s employment is terminated for
Cause or the Executive resigns without Good Reason, the Executive
will not be entitled to any Separation Payment or any other
severance remuneration.
e) Upon
a Change in Control during the Executive’s employment, the
Company shall be entitled to terminate the Executive’s
employment within one hundred and twenty (120) days of the Change
in Control. In such event, the Company shall pay to the Executive,
within forty- five (45) days of the termination (or otherwise in
accordance with applicable law, if the law requires earlier or
later payment), an amount equal to two (2) times the
Executive’s Base Salary then in effect. For purposes of this
Agreement, a Change in Control shall mean (i) a merger,
consolidation or statutory share exchange in which the Company is a
constituent party and the Company issues capital shares pursuant to
such merger or consolidation, pursuant to which the equity holders
of the Company as constituted immediately prior to such transaction
will not own a majority, by voting power, of the capital shares of
(A) the surviving or resulting entity, or (B) if the surviving or
resulting entities a wholly-owned subsidiary of another entity
immediately following such merger or consolidation, the parent
corporation of such surviving or resulting entity; (ii) the sale,
exchange, lease, transfer, exclusive license or other disposition
of all or substantially all of the assets of the Company and its
subsidiaries, taken as a whole, whether occurring as part of a
single transaction or series of related transactions, or the
disposition (and whether by merger or otherwise) of one or more of
the subsidiaries if substantially all of the assets of the Company
and its Subsidiaries, taken as a whole, are held by such subsidiary
or subsidiaries, except where such sale, exchange, lease, transfer,
exclusive license or other disposition is to a wholly-owned
subsidiary of such person; or (iii) a transaction or series of
transactions pursuant to which any person(s) acting together
become(s) the “beneficial owner”(as defined in federal
securities law), directly or indirectly, of more than fifty percent
(50%) of the Company’s equity securities.
f) Notwithstanding
any termination of the Executive’s employment for any reason,
the Executive will continue to be bound by the provisions of the
Proprietary Rights Agreement (as defined below).
g) All
payments and benefits provided pursuant to Section 8(c) shall be
conditioned upon the Executive’s execution and non-revocation
of a general release of liabilities favoring the Company which is
prepared and provided by the Company, substantially in the form of
Exhibit A to this Agreement. The Executive’s refusal to
execute such general release shall constitute a waiver by the
Executive of any and all benefits referenced in Section 8(c). The
Company will not be obligated to commence or continue any such
payments to the Executive under Section 8(c) in the event the
Executive breaches the terms of this Agreement or the Proprietary
Rights Agreement and fails to cure such breach within thirty (30)
days of written notice thereof detailing such breach, if such
breach is deemed curable by the Company in its reasonable
discretion.
h) The
Company shall have the right to offset against any Separation
Payment (i) any undisputed amount owed by the Executive to the
Company, provided that the Company possesses, or obtains from the
Executive, written confirmation of such undisputed amount,
and (ii) the amount of
any claims it has against the Executive by reason of any breach of
this Agreement.
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i)
Immediately upon termination for any
reason, the Executive will return any documents, records, data,
apparatus, equipment and other physical property that have been
furnished to the Executive by the Company or produced by the
Executive in connection with Executive’s employment, which
will remain the sole property of the Company.
9. Confidentiality,
Non–Solicitation and Invention Assignment Agreement.
The Company considers the protection of its confidential
information and proprietary materials to be very important.
Therefore, as a condition of the Executive’s employment, the
Executive has been required to execute a confidentiality,
non-solicitation and invention assignment agreement in the form
attached hereto as Attachment A (the “Proprietary Rights
Agreement”) on the date hereof.
10. Documents,
Records, etc. Subject to the terms and provisions of the
Proprietary Rights Agreement: (a) all documents, records, data,
apparatus, equipment and other physical property, whether or not
pertaining to Confidential Information (as defined in the
Proprietary Rights Agreement), which are furnished to the Executive
by the Company or are produced by the Executive in connection with
the Executive’s employment will be and remain the sole
property of the Company; (b) the Executive will return to the
Company all such materials and property as and when requested by
the Company; and (c) the Executive will return all such materials
and property within ten (10) days upon termination of the
Executive’s employment for any reason.
11. No
Conflict. Each party hereby represents and warrants to the
other that (a) this Agreement constitutes that party’s legal
and binding obligation, enforceable against it or him in accordance
with its terms, (b) it or his execution and performance of this
Agreement does not and will not breach any other agreement,
arrangements, understanding, obligation of confidentiality or
employment relationship to which it or he is a party or by which it
he is bound, and (c) while the Executive is employed by the
Company, it or he will not enter into any agreement, either written
or oral, in conflict with this Agreement or its or his obligations
hereunder.
12.
Definitions.
a) The
term “Cause” shall mean (i)
discovery by the Company that any of the material information
provided to the Company concerning the Executive’s
qualifications, employment history and experience, certifications
or licenses was untrue or that the Executive concealed a physical
or mental condition that could materially impair the
Executive’s ability to perform his responsibilities properly
without reasonable accommodation as required by applicable law, if
any, (ii) the
Executive’s intentional, willful or knowing failure or
refusal to follow, support or enforce any legal or regulatory
requirement applicable to the Company or the Company’s lawful
policies, as adopted by the Board from time to time, or perform the
Executive’s duties (other than as a result of physical or
mental illness, accident or injury); (iii) the Executive’s
intentional, willful or knowing failure or unreasonable refusal to
perform the Executive’s duties (other than as a result of
physical or mental illness, accident or injury) provided the
Executive is given written notice describing such failure and fails
to cure the same within fifteen (15) days after receipt of such
notice; (iv) dishonesty, willful or gross misconduct, gross
ineptitude, or willful violation of any law, rule, or regulation
(other than minor traffic violations or similar offenses) or other
illegal conduct by the Executive in connection with the
Executive’s employment with the Company or breach of
fiduciary duty that involves personal profit; (v) the
Executive’s conviction of, or plea of
guilty or nolo contendere to, a charge of commission of a felony
(exclusive of any felony relating to negligent operation of a motor
vehicle) or a crime of moral turpitude; (vi) competition with the
Company or unauthorized use of any trade secret or other
confidential information; and (vii) a material breach by the
Executive of this Agreement, the Proprietary Rights Agreement or
any other written agreement between the Executive and the Company
or any of its affiliates; provided, however, that the
Company shall be required to give the Executive fifteen (15)
calendar days prior written notice of its intention to terminate
the Executive for Cause and to provide the specific grounds thereof
in the event the Company invokes clause (ii) of this Section or a
finding of “gross ineptitude” as set forth in clause
(iv) of this Section, and the Executive shall have the opportunity
during such fifteen (15) day period to meet with a Company
representative designated by the Board and cure such event if such
event is capable of being cured; provided, further, that in the
event that the Executive terminates his employment with the Company
during such fifteen (15) day period for any reason, such
termination shall be considered a termination for Cause. For
purposes of this Section, (x) no act or failure to act on the part
of the Executive shall be considered “willful” unless
it is intentionally done, or intentionally omitted to be done, by
the Executive in bad faith or without reasonable belief that the
Executive’s action or omission was in the best interests of
the Company; and (y) any willful or grossly negligent conduct of
the Executive that results in the failure of the Company to comply
with a significant financial statutory or regulatory requirement
shall be considered grounds for termination for Cause.
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b) The
term “Good
Reason” shall mean (i) any material reduction of the
Executive’s Base Salary, unless similar reductions are
imposed on all similarly situated executive officers of the
Company; (ii) any material breach by the Company of its obligations
under this Agreement including, but not limited to, its obligation
to assign Executive duties consistent with Section 3 of this
Agreement; (iii) a change without the Executive’s consent in
the principal location of the Company’s office to an office
that is more than sixty-five (65) driving miles by the shortest
reasonable driving route from the previous location (if such move
materially increases the Executive’s commute); and (iv) the
Company’s failure to obtain an agreement from any successor
to the Company to assume and agree to perform this Agreement in
generally the same manner and to the same extent that the Company
would be required to perform if no succession had taken place,
except where such assumption occurs by operation of law;
provided, however,
that in any case the Executive seeks to invoke “Good
Reason” under this Agreement, the Executive (x) must provide
the Company with written notice of the Executive’s intention
to terminate the Executive’s employment and the specific
grounds thereof within fifteen (15) days after the
Executive’s discovery of the event that the Executive
believes constitutes Good Reason; (y) must give the
Company an opportunity to cure for fifteen (15) days following
receipt of such notice from the Executive, if the event is capable
of being cured, or, if not capable of being cured, to have the
Company’s representatives meet with the Executive and the
Executive’s counsel to be heard regarding whether Good Reason
exists; and (z) must terminate employment within fifteen (15) days
after the end of the cure period if the Good Reason condition is
not cured.
c) The
term “person” shall mean any
individual, corporation, firm, association, partnership, other
legal entity or other form of business organization.
a) Anything
in this Agreement to the contrary notwithstanding, if at the time
of the Executive’s separation from service within the meaning
of Section 409A of the Internal Revenue Code (“Code”),
the Company determines that the Executive is a “specified
employee” within the meaning of Section 409A(a)(2)(B)(i) of
the Code, then to the extent any payment or benefit that the
Executive becomes entitled to under this Agreement on account of
the Executive’s separation from service would be considered
deferred compensation subject to the 20 percent additional tax
imposed pursuant to Section 409A(a) of the Code as a result of the
application of Section 409A(a)(2)(B)(i) of the Code, such payment
shall not be payable and such benefit shall not be provided until
the date that is the earlier of (A) six months and one day after
the Executive’s separation from service, or (B) the
Executive’s death. If any such delayed cash payment is
otherwise payable on an installment basis, the first payment shall
include a catch-up payment covering amounts that would otherwise
have been paid during the six-month period but for the application
of this provision, and the balance of the installments shall be
payable in accordance with their original schedule.
b) The
parties intend that this Agreement will be administered in
accordance with Section 409A of the Code. To the extent that any
provision of this Agreement is ambiguous as to its compliance with
Section 409A of the Code, the provision shall be read in such a
manner so that all payments hereunder comply with Section 409A of
the Code. The parties agree that this Agreement may be amended, as
reasonably requested by either party, and as may be necessary to
fully comply with Section 409A of the Code and all related rules
and regulations in order to preserve the payments and benefits
provided hereunder without additional cost to either
party.
c) The
determination of whether and when a separation from service has
occurred shall be made by the Company in accordance with the
presumptions set forth in Treasury Regulation Section
1.409A-1(h).
d) The
Company makes no representation or warranty and shall have no
liability to the Executive or any other person if any provisions of
this Agreement are determined to constitute deferred compensation
subject to Section 409A of the Code but do not satisfy an exemption
from, or the conditions of, such Section.
14. Successors
and Assigns; Entire Agreement; No Assignment. This Agreement
shall be binding upon, and shall inure to the benefit of the
parties and their respective successors, heirs, distributes and
personal representatives including, with respect to the Company,
any successor of Company through merger, acquisition, corporate
reorganization, or any other business combination. This Agreement
and the Proprietary Rights Agreement contain the entire agreement
between the parties with respect to the subject matter hereof and
supersede other prior and/or contemporaneous arrangements or
understandings with respect thereto. The Executive may not assign
this Agreement without the prior written consent of the Company.
The Company may assign this Agreement, without the consent of the
Executive, to any successor (whether direct or indirect, by
purchase, merger, consolidation, or otherwise) to all or
substantially all of the business or assets of the part of the
Company in which the Executive works. In the event of such an
assignment, the term “Company” as used herein shall be
deemed to refer to such assignee or successor.
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15. Notices.
All notices and other communications required or permitted
hereunder or necessary or convenient in connection herewith shall
be in writing and shall be deemed to have been given when
hand-delivered, mailed by registered or certified mail (three days
after deposited), or sent by a nationally recognized courier
service, to the following address (provided that notice of change
of address shall be deemed given only when received):
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If to
the Company:
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0000
Xxxxxxx Xxxx
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Xxxxxxxx,
Xxxxxxxx 00000
Attn:
General Counsel
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If to
Executive:
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Xxxxxxx
Xxxxxx
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or to
such other names and addresses as the Company or the Executive, as
the case may be, shall designate by notice to each other person
entitled to receive notices in the manner specified in this Section
15. A copy of any such notice or communication under this Section
15 shall be transmitted via electronic mail to the party’s
corresponding email address on the same day as the notice’s
or communication’s hand-delivery, mailing, or transmission by
courier service.
16. Changes;
No Waiver; Remedies Cumulative. The terms and provisions of
this Agreement may not be modified or amended, or any of the
provisions hereof waived, temporarily or permanently, without the
prior written consent of each of the parties hereto. Either
party’s waiver or failure to enforce the terms of this
Agreement or any similar agreement in one instance shall not
constitute a waiver of any rights hereunder with respect to other
violations of this or any other agreement. No remedy conferred upon
the Company or the Executive by this Agreement is intended to be
exclusive of any other remedy, and each and every such remedy shall
be cumulative and shall be in addition to any other remedy given
hereunder or now or hereafter existing at law or in
equity.
17. Construction.
Neither this Agreement nor any uncertainty or ambiguity in this
Agreement shall be construed against any party hereto, whether
under any rule of construction or otherwise, because the parties
acknowledge that each party has cooperated in the drafting,
negotiation and preparation of this Agreement.
18. Governing
Law. This Agreement and (unless otherwise provided) all
amendments hereof and waivers and consents hereunder shall be
governed by the law of the State of Maryland, without regard to
conflicts of law principles.
19. Severability.
The Executive and the Company agree that should any provision of
this Agreement or the Proprietary Rights Agreement be declared
illegal, invalid or unenforceable by a Court of competent
jurisdiction, the validity of the remaining parts, terms or
provisions shall not be affected thereby, and said illegal or
invalid part, term or provision shall be deemed not to be a part of
this Agreement.
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20. Headings;
Counterparts. All section headings are for convenience only.
This Agreement may be executed in several counterparts, each of
which is an original, and may be transmitted electronically, with
such electronic copy serving as an original.
21. Entire
Agreement. This Agreement and the Proprietary Rights
Agreement contain the entire agreement between the parties with
respect to the subject matter hereof and supersede other prior and
contemporaneous arrangements, agreements, promises, warranties and
understandings with respect thereto. No statement, representation,
warranty, covenant or agreement of any kind not expressly set forth
in this Agreement or the Proprietary Rights Agreement will affect,
or be used to interpret, change or restrict, the express terms and
provisions of this Agreement.
IN WITNESS WHEREOF, the parties have
executed this Employment Agreement as of the date first above
written.
/s/ Xxxxxx Xxxxxx
Name:
Xxxxxx Xxxxxx
Title:
Chief Executive Officer
/s/ Xxxxxxx Xxxxxx
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EXHIBIT
A
[FORM
OF RELEASE AGREEMENT]
THIS AGREEMENT AND RELEASE (this
“Agreement”), dated as of (“Effective
Date”), is entered into by and between Xxxxxxx Xxxxx
(“Executive”) and Rekor Systems, Inc. (the
“Company”) (jointly, the
“Parties”).
WHEREAS, Executive is currently employed
by the Company; and
WHEREAS, Executive’s employment
with the Company will terminate effective as of [date].
NOW, THEREFORE, in consideration of the
mutual promises and covenants contained
in this
Agreement and other good and valuable consideration, the
sufficiency of which the Parties hereby acknowledge, Executive and
the Company hereby agree as follows:
1. Executive
shall be provided severance pay and other benefits (the
“Severance Benefits”) in accordance with the terms and
conditions of the employment agreement by and between Executive and
the Company (the “Employment Agreement”); provided, that no such
Severance Benefits shall be paid or provided if Executive revokes
this Agreement pursuant to Section 4 below.
2. Executive,
for and on behalf of himself and his heirs, successors, agents,
representatives, executors and assigns, hereby waives and releases
any common law, statutory or other complaints, claims, demands,
expenses, damages, liabilities, or causes of action (each, a
“Claim”) arising out of or relating to
Executive’s employment or termination of employment with the
Company, both known and unknown, in law or in equity, which
Executive may now have or ever had against the Company or any
equity holder, agent, representative, administrator, trustee,
attorney, insurer, fiduciary, employee, director or officer of any
member of the Company, including their successors and assigns
(collectively, the “Company Releasees”). Released
Claims include, without limitation, any claim for any severance
benefit which might have been due Executive under any agreement
executed by and between the Company and Executive, and any
complaint, charge or cause of action arising out of his employment
with the Company under any federal or state Law or regulation,
including, but not limited to, the Age Discrimination in Employment
Act of 1967 (“ADEA,” a law which prohibits
discrimination on the basis of age against individuals who are age
40 or older), the National Labor Relations Act, the Civil Rights
Act of 1991, the Americans with Disabilities Act of 1990, Title VII
of the Civil Rights Act of 1964, the Employee Retirement Income
Security Act of 1974, the Family Medical Leave Act, the Equal Pay
Act, the Securities Act of 1933, the Securities Exchange Act of
1934, the Rehabilitation Act of 1973, the Worker Adjustment and
Retraining Notification Act of 1988, all state anti- discrimination
and wage payment laws, all as amended, as well an any other
applicable federal, state and local statutes, ordinances and
regulations. By signing this Agreement, Executive acknowledges that
Executive intends to waive and release any rights known or unknown
Executive may have against the Company Releasees under these and
any other laws; provided, that Executive does
not waive or release (i) Claims with respect to the right to
enforce this Agreement or those provisions of the Employment
Agreement that expressly survive the termination of
Executive’s employment with the Company; (ii) Claims with
respect to any vested right
Executive may have under any employee benefit or compensation plan
of the Company; (iii) any rights to coverage under any applicable
insurance policy; or (iv) Claims that cannot be validly waived as a
matter of law.
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THIS
MEANS THAT, BY SIGNING THIS RELEASE, EXECUTIVE WILL HAVE WAIVED ANY
RIGHT EXECUTIVE MAY HAVE HAD TO BRING A LAWSUIT OR MAKE ANY CLAIM
AGAINST THE COMPANY RELEASEES BASED ON ANY ACTS OR OMISSIONS OF THE
COMPANY RELEASEES UP TO THE DATE OF THE SIGNING OF THIS RELEASE, TO
THE EXTENT PROVIDED FOR ABOVE. NOTWITHSTANDING THE ABOVE, NOTHING
IN THIS AGREEMENT SHALL PREVENT EXECUTIVE FROM (I) INITIATING OR
CAUSING TO BE INITIATED ON HIS BEHALF ANY PROCEEDING AGAINST THE
COMPANY BEFORE ANY LOCAL, STATE OR FEDERAL AGENCY, COURT OR OTHER
BODY CHALLENGING THE VALIDITY OF THE WAIVER OF HIS CLAIMS UNDER
ADEA CONTAINED IN THIS AGREEMENT (BUT NO OTHER PORTION OF SUCH
WAIVER); OR (II) INITIATING OR PARTICIPATING IN (BUT NOT BENEFITING
FROM) AN INVESTIGATION OR PROCEEDING CONDUCTED BY A GOVERNMENTAL
AGENCY CHARGED WITH ENFORCING LAWS UNDER THEIR JURISDICTION, SUCH
AS THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION.
3. Executive
acknowledges that Executive has been given twenty-one (21) days
from the date of receipt of this Agreement to consider all of the
provisions of this Agreement and, to the extent he has not used the
entire 21-day period prior to executing this Agreement, Executive
does hereby knowingly and voluntarily waive the remainder of said
21-day period. Executive further acknowledges that he has read this
agreement carefully, has been advised by the Company to consult an
attorney, and fully understands that by signing below he is giving
up certain rights which he may have to xxx or assert a claim
against any of the Company Releasees, as described herein and the
other provisions hereof. Executive acknowledges that he has not
been forced or pressured in any manner whatsoever to sign this
agreement, and Executive agrees to all of its terms
voluntarily.
4. Executive
shall have seven (7) days from the date of Executive’s
execution of this Agreement to revoke the release, including with
respect to all claims referred to herein (including, without
limitation, any and all claims arising under ADEA). If Executive
revokes the Agreement, Executive will be deemed not to have
accepted the terms of this Agreement.
5. Each
party and its counsel have reviewed this Release and has been
provided the opportunity to review this Release and accordingly,
the normal rule of construction to the effect that any ambiguities
are to be resolved against the drafting party shall not be employed
in the interpretation of this Release. Instead, the language of all
parts of this Release shall be construed as a whole, and according
to their fair meaning, and not strictly for or against either
party.
6. This
Agreement will be deemed to be made and entered into in the State
of Maryland, and be governed by, and construed and enforced in
accordance with, the laws of the State of Maryland, without regard
to its principles of conflicts of laws.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Effective Date.
REKOR
SYSTEMS, INC.
By:
Name
Title:
Xxxxxxx
Xxxxxx
