EMPLOYMENT TERMINATION AND RETIREMENT AGREEMENT
This
Employment Termination and Retirement Agreement is made this 18th day of
December 2007 by and between Innova Robotics and Automation, a Delaware
Corporation (“INNOVA”), Robotic Workspace Technologies, Inc, (“RWT”), a Florida
corporation and wholly owned subsidiary of INNOVA, and Innova Robotics, Inc.
(“IR”), a Florida corporation and wholly owned subsidiary of INNOVA, (INNOVA,
RWT, and IR are collectively referred to herein as the “Corporation” and ▇▇▇▇▇▇
▇▇▇▇▇▇ (the “Executive”).
RECITALS
A. Executive
has been employed by the Corporation in a senior executive position since the
founding of RWT and is currently employed as the president of RWT and IR and
serves as the Chairman of the Board of INNOVA
B. Corporation
and Executive have determined that it is their mutual best interest that
Executive retires as an employee of the Corporation and resign from all offices
and directorships of Innova, and each of its subsidiaries.
C. Corporation
and Executive believe that there are certain monies owed to Executive and that
the Corporation does not currently have sufficient cash to pay those
obligations.
D. Corporation
and Executive desire to enter this Agreement to establish a method and form
of
payment of those obligations to Executive from the date hereof and after his
termination as an employee of Innova, RWT and IR, and resignation as a Director
and Chairman of the Corporation
Now
therefore, in consideration of the RECITALS and the other Consideration set
forth herein, the Corporation and Executive agree as follows:
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1.
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Resignation
and
Termination. Executive shall resign from all positions with the
Corporation no later than December 20, 2007, including without limitation
resigning as a director of INNOVA and any of its subsidiaries, president
of RWT and IR, director of RWT and IR and any other positions he
may hold
with Innova and any subsidiary. Executive shall terminate his employment
with the Corporation and all subsidiaries no later than December
20,
2007.
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2.
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Compensation.
The compensation set forth below shall be paid to the Executive
in
full payment for all amounts owed to Executive including without
limitation accrued salary, expense reimbursement, amounts payable
under
Executive’s employment agreement dated August 21, 2007 (the “Employment
Agreement”), and any other amount owed or claimed by Executive to be owed
to Executive.
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a.
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Current
Salary.
Executive shall be paid an annual cash salary of $45,000 through
December 31, 2007. This salary shall be paid on a bi-weekly basis.
For the
fist six (6) months of this agreement only, (January 1, 2008 through
June
30, 2008) Corporation shall pay the Executive’s health insurance premium
up to an amount equal to what the effective premium would be under
COBRA
as of the date of termination.
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b.
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Cash
Payment.
Upon execution of this Agreement, Executive shall be paid
cash in
the amount of $10,000 as accrued but unpaid salary. In addition,
Executive
shall be paid up to $3,453.49 for non reimbursed expenses upon submission
of expense reports in accordance with Corporation
policy.
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c.
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Stock
Payment.
Executive shall be paid in restricted stock of the Corporation
or
in cash in the Corporation’s sole discretion, the aggregate gross sum of
$110,000, less applicable health insurance premiums, payable as
follows:
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(i)
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Beginning
thirty (30) days following Executive’s termination from the Corporation,
and monthly thereafter for a total of eleven (11) months, the Corporation
shall pay Executive $10,000 monthly in its restricted common stock
at the
Volume Weighted Average Price (VWAP) of the Corporation’s stock price for
the five (5) trading days immediately preceding the payment date;
such
VWAP will be the share price amount as determined by Bloomberg. The
payment amount shall be less such amount as it is required to pay
the
actual premiums for Executive’s health insurance during the period January
1, 2008 thru June 30, 2008, not to exceed the amount that would be
payable
by Executive if Executive elected COBRA coverage. All such stock
shall be
subject to Rule 144. All such monthly payments shall end after eleven
(11)
months of payment.
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(ii)
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In
December 2007 and in any subsequent period in which Executive is
permitted
by the federal Securities laws to sell stock , Executive shall sell
previously owned stock in such amounts as are necessary for him to
net an
amount equal to Thirty Thousand Dollars less the amount required
to be
paid for Executive’s health insurance. If Executive is unable due to
Securities law restrictions or market volume restrictions to sell
an
amount equal to said cash amount of Thirty Thousand Dollars ($30,000)
less
the amount paid by the Corporation for health insurance, then Corporation
shall loan Executive an amount equal to the difference, with the
common
stock of the Corporation being held as collateral to secure the
loan.a
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d.
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Additional
Stock
Payment. The Corporation shall pay 2,800,000 shares of the
Corporation’s restricted common stock to Executive in four equal quarterly
installments in 2008 beginning April 1, 2008. Such stock shall be
subject
to Rule 144. Notwithstanding the above, the payment may be deferred
for so
long as is required to assure that the Executive does not hold more
than
ten percent (10%) of the issued and outstanding shares of the Corporation
during any period.
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3.
Consulting Agreement.
Upon termination of Executive’s employment agreement, the Corporation
shall retain Executive as a Consultant on terms mutually agreeable to the
Parties.
4.
Corporation’s
Acknowledgement of its Obligation to Pay the SBA Loan. The Corporation
agrees that it will pay all obligations owed by it on the SBA loan as such
become due and payable in a timely manner to the extent cash is available to
make such payment as so determined in the sole discretion of the Chief Executive
Officer of the Corporation and as approved by the Board of
Directors.
5.
Termination
of Employment
Agreement. Corporation and Executive agree that upon Executive’s
resignation, all terms, conditions, and obligations under that certain
Employment Agreement by and between the Executive and the Corporation dated
as
of August 21, 2007 (the “Employment Agreement”) shall terminate except for
Section 11, Confidentiality
of
Information; Duty of Non-Disclosure which shall continue to apply for a
period of five years, and Section 12, Covenant Not
to Compete,
which
shall
continue to apply for so long as the Executive is a Consultant to the
Corporation or one of its wholly owned subsidiaries plus an additional eighteen
months (18) thereafter unless otherwise approved by the Corporation. After
said
twenty-four (24) month period, Executive shall not be bound by the provisions
of
Section 12 of the Employment Agreement prohibiting competition. Corporation
agrees that after termination of the Consulting Agreement that it shall give
Executive the right to be employed by any entity which is not engaged in the
business then engaged in by CoroWare or any entity which is licensing
intellectual property similar to that being licensed by the Corporation or
is
otherwise prohibited by the terms of the Consulting Agreement. Upon termination
of the Consulting Agreement, Executive shall return to the Corporation all
property provided him by the Corporation, for use in relation to his employment
or consulting services, and, in addition, Executive shall surrender to the
Corporation any and all sales materials, lists of customers and prospective
customers, price lists, files, patent applications, records, models, software
files, listings, copies of window software, or other materials and information
of or pertaining to the Corporation, or any of its customers or prospective
customers or the products, business, and operations of the Corporation or any
of
its subsidiaries.
6. Release.
Except
for
the obligations of the Corporation set forth herein, Executive hereby releases
and forever discharges the Corporation and any wholly owned subsidiaries, their
officers, directors, employees, agents and their successors and assigns from
any
and all claims or liabilities arising on or before his termination of employment
and resignation from all positions of the Corporation, of any nature known
or
unknown including without limitation claims as a shareholder, employee,
director, officer or in any other capacity as of the date of this agreement
which he may now have or hereafter have against any of them. This release
includes, but is not limited
to, any claims Executive may have under any federal or state civil rights or
discrimination laws, including, without limitation, the Older Workers Benefit
Protection Act, and the Federal Age Discrimination Act and similar state of
Florida laws. Executive acknowledges that this is a General Release and that
he
intends to be personally bound and to bind his heirs, executors, administrators,
successors and assigns to its terms.
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7.
Other
Provisions.
a.
Notices.
Any
notice
required or permitted hereunder shall be made in writing (i) either by actual
delivery of the notice into the hands of the party thereunder entitled, or
(ii)
by the mailing of the notice in the United States mail, certified or registered
mail, return receipt requested, all postage prepaid and addressed to the party
to whom the notice is to be given at the party's respective address as set
forth
in the records of the Corporation.
The
notice shall be deemed to be received in case (i) on the date of its actual
receipt by the party entitled thereto and in case (ii) on the date which is
three days after its mailing.
b. Amendment.
No
amendment or modification of this Agreement shall be valid or binding upon
the
Corporation unless made in writing and signed by an officer of the Corporation
duly authorized by the Board of Directors or upon the Executive unless made
in
writing and signed by him.
c.
Entire
Agreement.
This Agreement constitutes the entire agreement between the parties
with
respect to the subject matter set forth herein.
d.
Governing
Law. This
Agreement shall be governed by and construed in accordance with the internal
laws (and not the law of conflicts) of the State of Florida.
e.
Severability.
If any provision
of this Agreement shall, for any reason, be held
unenforceable, such provision shall be severed from this Agreement unless,
as a
result of such severance, the Agreement fails to reflect the basic intent of
the
parties. If the Agreement continues to reflect the basic intent of the parties,
then the invalidity of such specific provision shall not affect the
enforceability of any other provision herein, and the remaining provisions
shall
remain in full force and effect.
f.
Assignment. The
Executive may not under any circumstances delegate any of his rights and
obligations hereunder without first obtaining the prior written consent of
the
Corporation. This Agreement and all of the Corporation’s rights and obligations
hereunder may be assigned or transferred by it, in whole or in part, to be
binding upon and inure to the benefit of any subsidiary or successor of the
Corporation.
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g.
Costs
of
Enforcement. In the event
of any suit or proceeding seeking to enforce the terms, covenants,
or
conditions of this Agreement, the prevailing party shall, in addition to all other
remedies and
relief that may be available under this Agreement or applicable law, recover
his or its
reasonable attorneys' fees and costs as shall be determined and awarded
by the
court.
h.
Initial
Payment. Not later than 21
December, 2007 the Company shall pay Executive the following: (i). the Cash
Payment pursuant to Section 2.b. of this Agreement, (ii). $10,000
as the initial
Stock Payment pursuant to Section 2.c.(ii) of this Agreement, and (iii)
the remaining
Current Salary pursuant to Section 2.a of this Agreement. In the event
that the Company
does not make this Initial Payment on or before that date, this
Agreement shall
be considered null and void.
IN
WITNESS WHEREOF, this Agreement is
entered into on the day and year first above written.
Innova
and each of its wholly owned
subsidiaries:
Innova
Robotics and Automation,
Inc.
By:
▇▇▇▇▇▇
▇▇▇▇▇▇▇
Chief
Executive
Officer
EXECUTIVE:
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By
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▇▇▇▇▇▇
▇.
▇▇▇▇▇▇
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CONSULTANT:
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By:
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▇▇▇▇▇▇
▇. ▇▇▇▇▇▇