SEPARATION AGREEMENT AND RELEASE
Exhibit 10.3
THIS SEPARATION AGREEMENT AND RELEASE (hereinafter referred to as the “Agreement”) dated June
29, 2007, is entered into by and between XXXX X. XXXXXXXX (“EMPLOYEE”) and INTERNATIONAL FUEL
TECHNOLOGY, INC., a Nevada corporation (“EMPLOYER”).
WHEREAS, EMPLOYEE has been employed by EMPLOYER and that employment is being separated; and
WHEREAS, EMPLOYER and EMPLOYEE desire to mutually reach an agreement regarding the separation
of EMPLOYEE’s employment and to settle and compromise any and all existing or potential claims
EMPLOYEE and EMPLOYER may have against each other, whether known or unknown, as of this date.
NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, EMPLOYEE
and EMPLOYER agree as follows:
1. Separation Date. EMPLOYER and EMPLOYEE agree that the separation of EMPLOYEE’s
employment with EMPLOYER is effective June 30, 2007. In consideration of EMPLOYEE’s promises
contained in this Agreement, EMPLOYER will provide the following benefits to EMPLOYEE.
EMPLOYER agrees not to oppose or contest any claim that EMPLOYEE may make for unemployment
compensation or benefits.
2. EMPLOYER Release. In consideration of the promises made by EMPLOYEE in this Agreement,
the sufficiency of which is hereby acknowledged, EMPLOYER, on behalf of itself, its present and
former agents, shareholders, partners, officers, directors, manager, supervisors, employees,
attorneys, subsidiaries, corporations, licensees, affiliated corporations, parent or other
affiliated corporations, specifically agrees to fully and forever release and discharge EMPLOYEE,
his heirs and assigns, from any and all debts, claims, demands, damages, actions, administrative
complaints or charges, and causes of action of any kind whatsoever, whether known or unknown or
unforeseen, which EMPLOYER now has, claims to have or hereafter may have against EMPLOYEE, for or
by reason of any matter, cause or thing, except to the extent it relates to any act of fraud,
knowingly illegal act or willful violation of EMPLOYER policy on the part of EMPLOYEE, occurring at
any time prior to or contemporaneous with the execution of this Agreement, including without
limitation on the foregoing, those arising out of, or in any way related to, EMPLOYEE’s employment
by EMPLOYER and its affiliated corporations and the separation of that employment.
3. EMPLOYER Indemnification. EMPLOYER agrees to indemnify EMPLOYEE for any claims,
including associated legal fees and expenses, that may be asserted against EMPLOYEE on account of
EMPLOYEE’s good-faith execution of his employment duties with
EMPLOYER.
4. EMPLOYEE Release. In consideration of the promises made by EMPLOYER in this Agreement,
the sufficiency of which is hereby acknowledged, EMPLOYEE, on behalf of himself, his heirs and
assigns, specifically agrees to fully and forever release and discharge EMPLOYER, its present and
former agents, shareholders, partners, officers, directors, managers, supervisors, employees,
attorneys, subsidiaries, corporations, licensees, affiliated corporations, parent or other
affiliated corporations (hereinafter collectively referred to as “the Released Persons”), from any
and all debts, claims, demands, damages, actions, administrative complaints or charges, and causes
of action of any kind whatsoever, whether known or unknown or unforeseen, which EMPLOYEE now has,
claims to have or hereafter may have against the Released Persons, for or by reason of any matter,
cause or thing, occurring at any time prior to or contemporaneous with the execution of this
Agreement, including without limitation on the foregoing, those arising out of, or in any way
related to, EMPLOYEE’s employment by EMPLOYER and its affiliated corporations and the separation of
that employment. EMPLOYEE expressly releases and waives all claims, demands or causes of actions
EMPLOYEE may have against the Released Persons under all federal, state, and/or local laws
regulating employment, including without limitation, Title VII of the Civil Rights Act of 1964, as
amended by the Civil Rights Act of 1991, the Equal Pay Act of 1963, as amended, the Americans With
Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974 (“ERISA”), as
amended, the Family and Medical Leave Act, the Fair Labor Standards Act, the Missouri Human Rights
Act, and/or any municipal and/or local civil rights laws and ordinances, as amended, or any other
claim, right, demand, suit or cause of action founded in tort, contract, public policy, estoppel or
any other common law or equitable basis of action.
5. Voluntary and Knowing Waiver; Revocation Period. In accordance with the Age
Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act,
EMPLOYEE states that his signature on this Agreement indicates he understands and voluntarily gives
up all rights and claims under the Age Discrimination in Employment Act through the date he
executes this Agreement. EMPLOYEE expressly understands that by execution of this document, he
does not waive any rights or claims that may arise after the date the waiver is executed. EMPLOYEE
acknowledges that this waiver of rights and claims is given in exchange for EMPLOYER’s promises and
performance required by this Agreement, all of which exceed any amounts or obligations due
EMPLOYEE, and that this waiver is separate and distinct from, and not requested in connection with,
an existing incentive or other employment termination program. EMPLOYEE also acknowledges that
EMPLOYER has encouraged him to consult an attorney of his choosing before executing this Agreement.
EMPLOYEE understands that he has twenty-one (21) days from receipt of this Agreement to execute
it. EMPLOYEE understands he can revoke this Agreement during the seven (7) days after he executes
it. If EMPLOYEE fails to execute this document within twenty-one (21) days of receipt or revokes
it during the seven (7) days following execution, EMPLOYER need not perform any part of this
Agreement and this Agreement will be void entirely.
6. Previous Agreements. EMPLOYEE and EMPLOYER agree that the
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Employment Agreement dated April 4, 2005, between EMPLOYEE and EMPLOYER will terminate on June 30,
2007. Notwithstanding the previous sentence, Articles 7, 8, and 9 of the Employment Agreement
shall survive the termination of the Employment Agreement. Except as specifically contemplated by
this Agreement, this Agreement constitutes the entire agreement between EMPLOYEE and EMPLOYER with
respect to the separation of EMPLOYEE’S employment with EMPLOYER and supercedes any and all prior
written or oral agreements, arrangements, or understandings between EMPLOYEE and EMPLOYER relating
to the subject matter hereof. EMPLOYEE and EMPLOYER agree that the Stock Option Agreement dated
April 4, 2005, between EMPLOYEE and EMPLOYER (“Option Agreement”) shall survive the termination of
EMPLOYEE’s employment with EMPLOYER and continue in full force and effect. EMPLOYEE and EMPLOYER
specifically agree that, pursuant to Article 1.1 of the Option Agreement, the portions of the
Option (as defined in the Option Agreement) vesting on April 3, 2006 and April 3, 2007 constitute
fully vested shares exercisable pursuant to the terms of the Option Agreement and EMPLOYER’s
Amended and Restated 2001 Long Term Incentive Plan, and the portion of the Option vesting on April
3, 2008 will not vest and will automatically expire on June 30, 2007.
7. Binding Nature. The terms of this Agreement shall be binding on and inure to the
benefit of EMPLOYEE, EMPLOYER and their respective subsidiaries, successors, heirs and assigns.
8. No Admission of Wrongdoing. This Agreement is intended to finally and fully conclude
the employment relationship between EMPLOYEE and EMPLOYER, and shall not be interpreted as an
admission by either EMPLOYEE or EMPLOYER of any wrongdoing or any violation of federal, state or
local law, regulation, or ordinance. EMPLOYER specifically denies that it, or its employees,
supervisors, representatives, or agents, has ever committed any wrongdoing whatsoever against
EMPLOYEE.
9. Entire Agreement. The provisions contained in this Agreement constitute the entire
Agreement between EMPLOYER and EMPLOYEE with respect to the subject matter of this Agreement and
may not be amended except by written instrument signed by both parties. The parties agree that no
facts currently unknown to them, but which may hereinafter become known to them, shall affect in
any way or manner the final unconditional nature of this Agreement.
10. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Missouri.
| INTERNATIONAL FUEL | ||||||||||
| TECHNOLOGY, INC. (EMPLOYER) | ||||||||||
/s/ Xxxx X. Xxxxxxxx |
By: | /s/ Xxxxxxxx X. Burst | ||||||||
| XXXX X. XXXXXXXX (EMPLOYEE) | Title: | Chief Executive Officer | ||||||||
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Dated: |
June 29, 2007 | Dated: | June 29, 2007 | |||||||
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