Stan T. Waldrop
Xxxx
X.
Xxxxxxx
1905
Cottonwood Valley Circle South
Irving,
Texas 75038
October
17, 2005
Xxxxxx
X.
Xxxx
Chairman
of the Board and Chief Executive Officer
Lighting
Science Group Corporation
0000
XxXxxxxx Xxxxxx, Xxxxx 0000
Dallas,
Texas 75201
Dear
Xx.
Xxxx:
I
agreed
to work for Lighting Science Group Corporation, f/k/a The Phoenix Group
Corporation (the “Company”), until October 11, 2007 under the attached
Employment Agreement (“Employment Agreement”). However,
in order to pursue other business opportunities, effective today, I want to
voluntarily resign my employment with the
Company in
all
capacities, including my position as President of the Company. I have received
all compensation that I am owed through the date of my resignation and
understand that, as a result of my resignation, I shall no longer be entitled
to
receive any compensation or benefits from the Company under my Employment
Agreement. I further understand that the Employment Agreement shall be
immediately terminated and be of no further force and effect, except for
Sections 14, 16 and 17, 21 and 22, which shall remain in full force and effect.
I hereby certify that I have returned to the Company all property and
information belonging to the Company as provided under Sections 14 and 16B
of
the Employment Agreement.
I
understand that the Company would like for me to be available to provide
consulting services for six months after my Resignation to advise them with
regard to subjects in which I have particular expertise and to assist the
Company in making the transition that results from my resignation (“Consulting
Period”). I agree to provide such services on an as-needed basis. As
compensation for such services, the Company agrees to grant me 50,000 shares
of
the Company’s common stock for the Consulting Period which will be issued
immediately (“Compensation”). As you are aware, I (along with certain
affiliates) am party to several lock-up agreements with the Company regarding
the future sale of stock I own in the Company. You have indicated to me that
the
Company will not take any action to change or alter the existing terms of these
agreements. The Company understands that I will have other business obligations
during the Consulting Period and agrees that any requests for my consulting
services shall be reasonable and shall not interfere with my other business
pursuits. I understand that during the Consulting Period I shall be an
independent contractor. As such, I will not be entitled to receive any benefits
that the Company may provide to its employees and will be responsible for
payment of any and all taxes on the Compensation.
I
hereby
waive, release and forever discharge the Company and its former or current
successors, predecessors, subsidiaries, affiliates and assigns and their former
or current directors, officers, employees, agents and attorneys from any and
all
charges, claims, damages, injuries and actions, in law or equity, whether known
or unknown, that I or my heirs, successors, executors or other representatives
ever had, now have or may in the future have by reason of any act, omission,
matter cause or thing relating to or arising from my employment or termination
from employment with the Company.
This
letter contains all the terms regarding my resignation and my agreement to
provide consulting services to the Company and supersedes all prior agreements,
discussions or understandings. If the terms of this letter are acceptable to
the
Company, please sign below.
Sincerely,
/s/
Xxxx
X. Xxxxxxx
Xxxx
X.
Xxxxxxx
The
above
have been accepted and agreed to by Lighting Science Group
Corporation.
LIGHTING
SCIENCE GROUP CORPORATION
By: ____/s/
Xxxxxx X. Xxxx_______
Xxxxxx
X.
Xxxx
Chairman
of the Board and
Chief
Executive Officer
