SEPARATION AGREEMENT
THIS SEPARATION AGREEMENT (the Agreement) is made and entered into as of June
30, 1997, by and between KENETECH CORPORATION (the Company), a Delaware
corporation, and XXXXX X. XXXXX (the Employee), who has been employed by the
Company.
RECITALS
The Company and the Employee are parties to an Employment Agreement dated April
12, 1996 (the Employment Agreement). The Company is terminating the Employee's
employment on or about June 30, 1997. The Employee will continue to act as the
Company's Vice President and General Counsel.
NOW, THEREFORE, in consideration of the premises and the mutual promises
contained herein, and for other good and valuable consideration, the Company and
the Employee agree as follows:
1. Separation Date. The Company and the Employee agree that the Employee's
employment by the Company shall terminate effective June 30, 1997 (the
Separation Date).
2. Terms of Separation. In consideration of the agreements by the Employee
provided herein, the Company agrees as follows:
(a) In full satisfaction of any claims by the Employee in connection with
his employment by the Company or the termination of his employment by
the Company, including any claims for compensation (but subject to
Section 6(d) and (e) below), severance payments or benefits, and the
like, the Company shall pay to the Employee a lump sum amount equal to
$165,750, less all applicable deductions, within five (5) business
days following the Separation Date.
(b) The Employee shall cease participation in all employee benefit plans
of the Company effective as of the Separation Date, and the Company
shall not be liable for any payments to or on behalf of the Employee
in respect of any fringe benefits incurred after the Separation Date.
The foregoing shall not be in lieu of any continued health care
coverage to which the Employee or his dependents would otherwise, at
the Employee's expense, be entitled in accordance with the
requirements of Code Section 4980B by reason of termination of his
employment.
(c) The Company will deduct and withhold, from the compensation payable to
the Employee under this Agreement, any and all Federal, State and
local income and employment withholding taxes and any other amounts
required to be deducted or withheld by the Company under the
applicable statute or regulation.
3. Indemnification and Insurance. To the extent permitted by applicable law,
the Company agrees that all rights to indemnification from the Company
existing under the law and under the Company's certificate of incorporation
and by-laws as of the Separation Date, in favor of the Employee as an
officer, employee, or agent of the Company shall survive this Agreement and
shall continue in full force and effect with respect to any liability for
any acts or omissions by the Employee prior to or after the Separation
Date. The Company further agrees that, for so long as it maintains
directors' and officers' liability insurance that covers any active or
former officers or employees of KENETECH Corporation, it shall include the
Employee among the insured officers or employees.
4. Confidentiality Agreement. The Employee acknowledges that any
confidentiality, proprietary or ownership rights or nondisclosure
agreement(s) in favor of the Company which he may have entered into in
connection with his employment (the Confidentiality Agreement(s)) by the
Company, are understood to survive, and do survive, the termination of his
employment and this Agreement for a period of six (6) months, and
accordingly nothing in this Agreement shall be construed as terminating,
limiting or otherwise affecting any such Confidentiality Agreement(s) or
the Employee's obligations thereunder for such period.
5. Notices. Any notice given to either party to this Agreement shall be in
writing and shall be deemed to have been given when delivered personally or
sent by certified mail, postage prepaid, return receipt requested, duly
addressed to the party concerned at the address indicated below or to such
changed address as such party may subsequently give such notice of.
If to the Company: KENETECH Corporation
000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Attn: Chief Executive Officer
If to the Employee: Xxxxx X. Xxxxx
0000 Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
6. General Provisions.
(a) The effect, intent and construction of this Agreement shall be
governed by the laws of the State of California, without giving effect
to the conflict of laws rules thereof.
(b) The Company and the Employee mutually agree that neither may assign
this Agreement, or any rights or obligations under this Agreement, to
any person or entity without the express prior written approval of the
other.
(c) Except as set forth in subparagraphs (d) and (e) below, this Agreement
sets forth the entire agreement between the Company and the Employee
and supersedes any and all prior agreements or understandings between
the Company and the Employee pertaining to the subject matter hereof,
including the Employment Agreement and any other agreements relating
to the Employee's employment by the Company. Except as specifically
set forth in Paragraph 4 hereof, the Employment Agreement shall be
null and void as of the Separation Date. This Agreement shall inure to
the benefit of and be binding upon the successors in interest and
assigns of each party except as otherwise provided herein.
(d) With respect to the Asset Sale Compensation Agreement between the
Employee and KENETECH Windpower, Inc. (KWI), now debtor in
possession, dated as of May 17, 1996, as amended by Addendum dated
August 26, 1996 and as it may be further amended from time to time,
the parties hereto agree that nothing herein shall be deemed to alter
or amend such agreement insofar as KWI's obligations to the Employee
are concerned.
(e) Nothing herein shall amend or alter the Incentive Stock Option
Agreements between the Employee and KENETECH Corporation entered into
in 1986 and 1989 or the Grant of Stock Option between the Employee and
KENETECH Corporation dated as of April 12, 1996, or any grant of stock
options or issuance of stock thereunder, or rights related thereto.
(f) This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original.
IN WITNESS WHEREOF, the Company and the Employee have duly executed this
Agreement as of the date first set forth above.
KENETECH CORPORATION
By_________________________ ___________________________
Name: Xxxx X. Xxxxxx XXXXX X. XXXXX
Title: Chief Executive Officer
