SEPARATION AGREEMENT, WAIVER AND RELEASE OF CLAIMS by QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.
Company: QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.
SEC CIK: 1166380
SEC Type: EX-10.2
SIC Code: 3714
SIC Industry: MOTOR VEHICLE PARTS & ACCESSORIES
Date Filed: 2012-05-16
SEPARATION AGREEMENT, WAIVER AND RELEASE OF CLAIMS
This Separation Agreement, Waiver and Release of Claims (Agreement) is effective the 10th day of May, 2012, by and between Quantum Fuel Systems Technologies Worldwide, Inc. (the Company) and Dale L. Rasmussen (the Executive).
WHEREAS, the Company and Executive (collectively referred to as the Parties) entered into an Employment Agreement dated May 1, 2006 (the Employment Agreement);
WHEREAS, the Company and Executive desire to set the terms of Executives termination of employment with the Company; and
WHEREAS, the Company and Executive wish to amicably settle, compromise and dispose of all claims, disputes, demands or causes of action which court be asserted, as well as other differences between the Parties.
NOW, THEREFORE, in consideration of the foregoing premises, of the mutual agreements and covenants contained herein and for other good and valuable consideration, the adequacy, sufficiency and receipt of which are hereby expressly acknowledged, the Parties agree as follows:
1. Company. As used herein the term Company means Quantum Fuel Systems Technologies Worldwide, Inc., its past, present and future corporate directors, officers, subsidiaries, affiliates, divisions, departments, trustees, agents, representatives, employees, successors and assigns, expressly excluding Dale L. Rasmussen.
2. Executive. As used herein the term Executive means Dale L. Rasmussen, his heirs, agents, representatives, successors and assigns.
3. Termination Date. As of the close of business on May 10, 2012 (the Termination Date), Executives service as an officer, executive and director of the Company is terminated and Executive irrevocably resigns from all other positions with, and all board of directors of, any subsidiaries and affiliates of the Company including, but not limited to, Executives position as Chairman of the Board and a member of the Companys board of directors (the Board).
4. Separation Pay and Benefits. Subject to Executives compliance with the terms and conditions of this Agreement and the expiration of the Revocation Period of the Agreement required per Section 12 of this Agreement, in full and complete satisfaction of any and all obligations of the Company to Executive arising from or related to the Employment Agreement, Executives employment with the Company, service as a member of the Board or otherwise, the Executive shall receive the following:
Provided that Executive signs and does not revoke this Agreement as provided for in Sections 11 and 12 of this Agreement, Executive shall receive a severance equal to one-year of Executives base pay in effect as of the
|Termination Date, less applicable withholding taxes, payable over the next 13 payroll period, in accordance with the Companys regular payroll policies. Of this amount, $75,000 shall be attributable to Executives waiver of claims under the Age Discrimination in Employment Act (ADEA); and|
|(b)||Reimbursement of all business related expenses incurred by Executive prior to the Termination Date to the extent such expenses would have been reimbursable pursuant to Section 4 of the Executives Employment Agreement.|
Executive acknowledges and agrees that, except as provided above, no other payments or benefits are due from the Company on any basis whatsoever, including but not limited to payments or benefits Executive may have been entitled to under this prior Employment Agreement which is null and void. Executive further acknowledges and agrees that all of Executives outstanding, unvested stock options and restricted stock awards are forfeited as of the Termination Date.
Executive acknowledges and agrees that the consideration provided in the Agreement represents consideration over and above that to which Executive otherwise would be entitled, that the consideration would not have been provided had Executive not signed this Agreement, and that the consideration is in exchange for the signing of this Agreement.
5. Companys Release. Subject to the expiration of the Revocation Period under the Agreement and in exchange for Executives obligations under this Agreement, Company hereby agree to waive any and all rights in connection with, and to fully and forever discharge Executive from any and all claims, suits, actions, causes of action, demands, rights, damages, costs and expenses, whether now known or unknown, in law or in equity, which Company has or ever had against Executive arising out of, relating to, or in connection with Executives employment or separation of employment from Company; provided, however, nothing herein precludes Company from enforcing its rights under this Agreement or its rights to recover taxes, advances or reimbursement of expenses if such taxes, advances or expense reimbursements were provided to Executive in violation of law or then-current Company policy or asserting any claims or making any demands based on fraud or embezzlement.
6. Executives Release. In exchange for the promises and agreements of the Company herein, Executive hereby forever, acquits, satisfies and discharges the Company of and from all liens, sums of money, accounts, actions, suits, proceedings, claims, demands, covenants, contracts, continuing agreements, promises, variances, trespasses, damages and demands whatsoever, in law or in equity, which Executive ever had or now has, or which any person represents evermore, has or assign of Executive has or may have against the Company from the beginning and time up until the date of this Agreement, including, but not limited to:
|(a)||Any lawsuit alleging that Executive was illegally, improperly or unfairly forced to sever his employment with Company;|
|(b)||Any lawsuit alleging that Company breached any provision of its policies, procedures, employment agreements public policy or applicable contracts; including Executive Employment Agreement dated May 1, 2006;|
|(c)||Any lawsuit alleging that Company illegally discriminated against Executive in violation of any state or federal law or constitutional provision;|
|(d)||Any lawsuit alleging that Company discriminated against Executive on the basis of his age in violation of the Age Discrimination in Employment Act, 29 U.S.C. §621 et seq.;|
|(e)||Any lawsuit alleging that Executive was improperly treated, separated, or discriminated against, harassed, or retaliated against as an employee of the Company, including any claims of discrimination based upon race, age, sex, color, national origin, ancestry, sexual orientation, gender identity, marital status, familial status, source of income, or disability, or any other claims of illegal discrimination arising under the Civil Rights Act of 1871, 42 U.S.C. §1983; The Civil Rights Act of 1866, 42 U.S.C. §1981; The Civil Rights Act of 1871, 42 U.S.C. §1985; 42 U.S.C. §1986; Title VII of the Civil Rights Act of 1964, 42 U.S.C. §2000 et seq.; The Employee Retirement Income Security Act of 1974 (ERISA), 29 USC 1001 et seq.; The Equal Pay Act of 1963, 29 USC 201 et seq.; the Family Medical Leave Act, 29 U.S.C. §2601 et seq.; The California Fair Employment and Housing Act, Cal Govt Code §12900 et seq.; The California Workplace Hate Crime Law, Cal Penal Code §11411; The Unruh Civil Rights Act, Cal Civ Code §51 et seq.; the California Equal Pay Act, Cal Labor Code Part 4, Chapter 1 Sec. 1197.5 et seq. as amended; The California Work Hours and Over Time Pay Act, Cal Lab Code §510 as amended; California Labor Code §201 as amended; or any other federal, state or local common law, statute, ordinance or constitution;|
|(f)||Any lawsuit over which any state or federal court would have jurisdiction including, but not limited to, any claim of mental and/or physical injury or loss of personal reputation, defamation, intentional infliction of emotional distress, interference with contractual or economic interest or violation of constitutional rights;|
|(g)||Any lawsuit seeking payment of salary fringe benefits, stock options and/or costs, expenses or attorneys fees;|
|(h)||Any lawsuit claiming that the Company failed to offer Executive continued or subsequent employment in any capacity or position;|
|(i)||Any lawsuit claiming that by offering, entering into or carrying out the terms of this Agreement, Company is committing or will have committed any wrongdoing or acted in violation of any law;|
|(j)||Any and all lawsuits against any current or former Board Member, officer, executive, manager, supervisor, or employee of Company for personal injury, negligence, defamation or other intentional conduct which occurred at any time prior to this Agreement;|
|(k)||Any lawsuit alleging wrongful discharge, breach of contract, breach of implied contract or any oral promise; or|
|(l)||Any lawsuit asserting rights as a member of any class of employees and/or former employees of Company.|
7. Acknowledgement of Full Pay. Executive acknowledges and agrees that he has been paid in full for all wages, salary, commissions, overtime, benefits, and bonuses as a result of his employment with Company. Executive acknowledges that all expenses, stock options and/or incentives of any kind due him except for those specifically referenced in this Agreement, have been