**ENERGY CONVERSION DEVICES, INC.**

 

**“Portions of Exhibit B to this agreement have been omitted from this filing pursuant to a confidential treatment request under Rule 24b-2 under the Securities Exchange Act of 1934.”**

 

**REVISED SEPARATION AGREEMENT AND COMPLETE RELEASE OF LIABILITY**

 

| **1.** | **PARTIES****:** |
|--------|------------------|

The undersigned,**Sanjeev Kumar**(“**KUMAR**”), and Energy Conversion Devices, Inc., ECDOvonic Materials, United Solar Ovonic LLC and Ovonic Battery Company and its subsidiaries, divisions, affiliates and joint ventures (collectively referred to as“**ECD**”), have mutually agreed to terminate their employment relationship in a friendly and amicable manner and to further provide**KUMAR**with assistance during this period of transition.**KUMAR’s**termination of employment, as of the date specified in Paragraph 2, below, will constitute a “separation fromservice” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

| **2.** | **CONSIDERATION****:** |
|--------|------------------------|

**ECD**will provide the following benefits as a result of the voluntary resignation of**KUMAR's**employment, effective**Sunday, August 31, 2008.****KUMAR’s**last day of work will be**Friday, August 29,2008.****KUMAR**will receive all pay and benefits through**August 31, 2008.**If this Agreement is signed within the 21-day review period but prior to**August 31, 2008,**the Agreement will have to be resigned by**KUMAR**on or after**August 31, 2008**in order to receive the benefits of this Agreement.

|   | **A.** | **SEPARATION PAY:** |
|--------|--------|---------------------|

Upon signingof this Revised Agreement, and after the seven (7) day revocation period has expired,**KUMAR**shall receive**Fifty-Two (52) Weeks’**base pay ($300,000.00) for the period**September 1, 2008 to August 31, 2009.**Severance, including any retroactive payment back to**August 31, 2008,**will begin to be paid in the first full payroll period following expiration of the seven (7) day revocation period.**ECD**will deduct from the separation pay payments: (1) all amounts owed to**ECD**by the employee; (2) all taxes to be withheld accordingto applicable federal, state and local laws; (3) garnishments; (4) all support orders; (5) all tax liens; (6) health and dental insurance co-pays; and (7) any other court order directing deduction from an employee’s paycheck. There will be no lump sum payment. Since employment is terminated, there will be no additional accrual of vacation, sick and/or holiday pay during the severance period. Severance payments shall not be considered wages under the terms of the**ECD**401-K Plan.

 

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**ENERGY CONVERSION DEVICES, INC.**

 

 

|   | **B.** | **MEDICAL & DENTAL INSURANCE:** |
|--------|--------|-------------------------------------|

If**KUMAR,**at the time of separation, was not a participant in**ECD**’s group medical or dental plan,**KUMAR**will not be eligible for COBRA coverage under these programs.

If**KUMAR**is a participant in**ECD’s**group medical or dental plan prior to the time of separation, then**KUMAR’S**regular group medical or dental insurancewill remain in effect through**August 31, 2008.**In accordance with federal law (COBRA),**KUMAR**may, however, elect to continue to participate in the group medical and dental plans of**ECD**generally until eighteen (18) months from the date of termination, or under COBRA rules, until**KUMAR**is covered under another groupinsurance plan, whichever occurs first. A more detailed COBRA notice will be provided to**KUMAR**in a separate COBRA notification.

In addition, upon signing this Revised Separation Agreement and upon receipt by**ECD**of**KUMAR’s**COBRA election,**ECD**will continue to pay the Employer’s pre-termination portion of the COBRA premium for medical and dentalinsurance for the period of severance or until the end of the month in which severance is discontinued, unless**KUMAR**obtains other medical or dental group insurance under COBRA rules.**KUMAR’s**contribution to the COBRA premium will be deducted from the severance payments. In order to receive this benefit,**KUMAR**mustelect COBRA coverage in a timely manner.**ECD**will pay for its portion of the COBRA cost after a COBRA election is made by**KUMAR**and after seven (7) calendar days have elapsed since the signing of this Revised Agreement. After the period of severance,**KUMAR**will be responsible forentire COBRA premium.

|   | **C.** | **TERMINATION OF OTHER EMPLOYEE BENEFITS:** |
|--------|--------|---------------------------------------------|

Except as provided herein, all other benefits, including but not limited to, company-paid life insurance, supplemental life insurance, dependent life insurance, company-paid accidental death and dismemberment insurance, short-term and long-term disability plans, vacation accrual, etc., cease on**KUMAR’s**termination date. Thesupplemental life insurance benefit is subject to conversion rights. These policies may be converted to individual policies. Conversion forms will be sent to**KUMAR’s**home by the insurance carrier if**KUMAR**meets the eligibility requirements. Severance pay is not considered “compensation” for purposes of determining benefits under any other benefit plan maintainedby**ECD**.

 

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**ENERGY CONVERSION DEVICES, INC.**

 

 

|   | **D.** | **ANNUAL INCENTIVE PLAN:** |
|--------|--------|----------------------------|

**KUMAR**will receive his 2008 Annual Incentive Plan (“AIP”) award for the performance period ending June 30, 2008 in the amount of $225,000.00 at the same time as other Plan participants, but no later than September 20, 2008. In addition,**KUMAR**will be eligible to receive his 2009 AIP (12 monthbasis) and 2010 AIP (2 month basis) in the total amount of $175,000.00 payable when bonuses are paid in 2009 to the other participants, but no later than September 30, 2009.

|   | **E.** | **LONG TERM INCENTIVE PLAN:** |
|--------|--------|-------------------------------|

**KUMAR**shall not be entitled to receive any further awards under any long-term incentive plan, but shall, in lieu thereof, be entitled to the accelerated equity vesting of his existing awards as described below.

|   | **F.** | **ACCELERATED VESTING:** |
|--------|--------|--------------------------|

**KUMAR**has 6,000 unvested stock options and 5,000 unvested shares of restricted stock, together with 9,000 vested stock options.**KUMAR**also holds 1,000 shares of unrestricted stock. As additional consideration: (1) the termination date of the vested and unvested stock options and unvested shares ofrestricted stock will be extended to**August 31, 2009**, (provided that in no event shall the term of the stock option be extended later than the earlier of the latest date upon which the stock option could have expired by its original terms under any circumstances or the 10th anniversary of the original date of the grant of the stock option), and (2) the unvested stock options and unvested shares of restricted stock willfully vest on the earlier of**February 28, 2009**or**KUMAR’s**death, in each case, subject to the terms of the ECD 2000 Non-Qualified Stock Option Plan and the 2006 Stock Incentive Plan**.**There shall be no restriction on**KUMAR’s**ability or right to sell his 1,000 unrestrictedshares or his right to exercise and sell his vested stock options.

|   | **G.** | **PAYMENT IN LIEU OF CERTAIN EMPLOYEE BENEFITS:** |
|--------|--------|---------------------------------------------------|

Because**KUMAR**may not participate in certain employee benefit plans following termination of employment on**August 31, 2008**for the reason that he will not meet plan eligibility requirements, the following additional payments will be made in lieu certain employee benefits:

|   | **•** | **401-K: ECD**will pay to**KUMAR**$9,016.67, minus normal payroll deductions which is the amount contributed by**ECD**for the last plan year. |
|--------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------|

 

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**ENERGY CONVERSION DEVICES, INC.**

 

 

|        | **•** | **Basic Life Insurance and Provident AD&D Insurance: ECD**will pay to**KUMAR**the amount of $1,368.00, minus normal payroll deductions, which is equal to the annual premium previously paid by**ECD**for theloss of the insurance coverage.                                                                                                                         |
|--------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | **•** | **FSA Flexible Spending Account:**Since there is no payment made by**ECD**to the Flexible Spending Account (“FSA”),**ECD**will pay**KUMAR**$1,300.00, minus normalpayroll deductions, to make up for the loss of the pre-tax benefit to**KUMAR,**minus the unpaid contributions owed to the FSA by**KUMAR**for the calendar year 2008 as of August 31, 2008. |

|   | **H.** | **UNEMPLOYMENT COMPENSATION:** |
|--------|--------|--------------------------------|

**ECD**will not contest a claim for unemployment compensation by**KUMAR**afterthe period of severance, providing**KUMAR**is making good faith efforts to secure new employment. This does not guarantee benefits since a determinationof benefit eligibility can only be made by the State’s Unemployment Insurance Agency.

|   | **I.** | **OUTPLACEMENT ASSISTANCE:** |
|--------|--------|------------------------------|

**ECD**will provide**KUMAR**with outplacement services with the firm and program to be determined by**ECD**. Outplacement services will not be provided later than December 31 of the second year after termination.

|   | **J.** | **VACATION ACCRUAL:** |
|--------|--------|-----------------------|

**KUMAR**will be paid accrued but unused vacation hours as of**August 31, 2008**in the first payroll period following termination of employment. As of**July 18, 2008**, the balance of accrued vacation hours is 96.

|   | **K.** | **RE-EMPLOYMENT:** |
|--------|--------|--------------------|

Should**KUMAR**become re-employed by**ECD**or one of its divisions, subsidiaries, affiliates or joint ventures during the period of severance at a base pay less than he received at**ECD**prior to his separation,**ECD**will make up the difference in base pay for the remaining period of severance. The Parties agree that this provision does not in any way obligate the re-employment of**KUMAR**at any time in the future.

| **3.** | **LIMITATION OF SEPARATION PAY****:** |
|--------|---------------------------------------|

The separation pay provided to**KUMAR**as part of this Revised Agreement shall be reduced (i) by the amount for the period of notice if required to be given

 

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**ENERGY CONVERSION DEVICES, INC.**

 

 

pursuant to local, state or federal law such as the Worker Adjustment and Retraining Notification Act (“WARN”) subject to a minimum payment of **Four (4) Weeks’**pay; (ii) by the amount received if**KUMAR**receives administrative leave pay subject to a minimum payment of**Four (4) Weeks’**pay; or (iii) should**KUMAR**apply for and receive short-term or long-term disability benefits, social security disability benefits, unemploymentcompensation or workers’ compensation benefits allocated to the period in which severance was paid subject to a minimum payment of**Four (4) Weeks’**pay. If**KUMAR**has already received the benefits of this Revised Agreement,**KUMAR**will be required to repay the amount of overpayment to**ECD.**If the amount is not repaid,**ECD**will have a lien on any benefits granted should the benefits be received after this time period but apply to this time period. In addition, the benefits of this Revised Agreement will cease should**KUMAR**violate the provisions of this Revised Agreement.

| **4.** | **DEDUCTION FROM SEVERANCE****:** |
|--------|-----------------------------------|

**KUMAR**understands and voluntarily agrees that the severance payment set forth in Paragraph 2(A) will be reduced by any of the following amounts owed by**KUMAR**to**ECD**on**KUMAR’s**effective date oftermination: (i) any unused travel advances or other amounts owed by**KUMAR**to**ECD**; (ii) any amounts paid pursuant to an advance of vacation; and (iii) any other amounts which**KUMAR**may owe to**ECD**at the time of termination.

| **5.** | **RELEASE OF CLAIMS****:** |
|--------|----------------------------|

In consideration of the terms set forth in this Revised Agreement,**KUMAR**agrees to release**ECD**and all of its subsidiaries, divisions, affiliates, joint ventures, shareholders, officers, directors, employees, insurers and agents of**AL**L*liability in connection with**KUMAR’s**employment or separation, including, but not limited to, any and all claims under federal or state laws for discrimination or wrongful discharge, including the Age Discrimination in Employment Act, (“ADEA”), and the Worker Adjustment and Retraining Notification Act (“WARN”) (even if theWARN Act is triggered following**KUMAR’s**termination).**KUMAR**waives all rights to file a complaint under the**ECD**Mandatory Complaint Procedure.

| **6.** | **NO RETURN TO WORK****:** |
|--------|----------------------------|

**KUMAR**acknowledges that**KUMAR’s**employment with**ECD**has ended and that as a result of receipt of severance,**KUMAR**does not have recall or rehire

_________________________

| * | A representative listing of potential laws governing the employment relationship which are being released by the employee is attached as Exhibit "A." This is not intended to be an exhaustive list, but rather the types of claims and the extent to which they are being released. |
|---|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

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**ENERGY CONVERSION DEVICES, INC.**

 

 

rights, nor any expectations of recall or rehire, by **ECD**or any of its subsidiaries, divisions, affiliates or joint ventures.

| **7.** | **RETURN OF COMPANY PROPERTY****:** |
|--------|-------------------------------------|

**KUMAR**will immediately return to**ECD**any**ECD**property in**KUMAR’s**possession, together withall documents, reports, files, memoranda, records, keys, identification cards,computer access codes, software, file passwords, or any other physical or personal property which**KUMAR**received or prepared or helped to prepare in connection with**KUMAR’s**employment and which**KUMAR**has in**KUMAR’s**possession.**KUMAR**represents that**KUMAR**has not retained and will not retain any copies, duplicates, reproductions or excerpts thereof.

| **8.** | **CONFIDENTIAL AND PROPRIETARY INFORMATION****:** |
|--------|---------------------------------------------------|

**KUMAR**acknowledges that during the course of**KUMAR’s**employment,**KUMAR**has been entrusted with certain business, financial, technical, personnel and other proprietary information and materials that are the property of**ECD**.**KUMAR**agrees not to communicate or disclose to any third party or use for**KUMAR’s**own account, without written consent of**ECD**, any of the aforementioned information or material, except as required by law, unless and until such information or material becomes generally availableto the public through sources other than**KUMAR.****KUMAR**will return to**ECD**the originals and all copies of any business records of**ECD**which are or were subject to**KUMAR’s**custody or control, regardless of the sources from which such records wereobtained.**KUMAR**will certify that to the best of his knowledge and belief, and after diligent search and inquiry,**KUMAR**has done so. In addition, all business equipment shall be returned unless specifically agreed in writing otherwise by**ECD**.

| **9.** | **NON-DISPARAGEMENT****:** |
|--------|----------------------------|

**KUMAR**will not disparage, discredit or otherwise treat in any detrimental manner,**ECD**or any of its divisions, subsidiaries, affiliates, joint ventures, officers, directors and employees.**ECD**agrees that in official communication to the public that itwill not disparage**KUMAR**.

| **10.** | **NON-SOLICITATION****:** |
|---------|---------------------------|

**KUMAR**agrees that for a period of**Twelve (12) Months**following employment termination,**KUMAR**will not, directly or indirectly, on behalf of himself or any other person or entity, without the prior written approval of**ECD,**directly or indirectly (i) induce any person or entity to leave his or her employment with**ECD**, terminate an independent contractor relationship with**ECD**or terminate or

 

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**ENERGY CONVERSION DEVICES, INC.**

 

 

reduce any contractual relationship with **ECD;**or (ii) induce or influence any customer, supplier or other person that has a business relationship with**ECD**or any subsidiary, division, affiliate or joint venture of**ECD**todiscontinue or reduce the extent of such relationship.

| **11.** | **NON-COMPETITION****:** |
|---------|--------------------------|

**KUMAR**agrees that for a period of**Six (6) Months**following employment termination,**KUMAR**will not, directly or indirectly, on behalf of himself or any other person or entity, without the prior written approval of**ECD,**own, manage, operate, join, control, be employed by, assist, consult or participate in the ownership, management, operation or control of, or be connected in any manner, including but not limited to holding the positions of shareholder, director, officer, consultant, independent contractor, employee, partner or investor, with any Competing Enterprise. “Competing Enterprise” means and shall be limited to those entitiesidentified in Exhibit B.

Nothing herein shall preclude KUMAR from being a member of a private equity company, investment bank, advisory firm, hedge fund or a venture capital firm that invests in or provides advisory services to the Competing Enterprises as part of its investment portfolio, providing that KUMAR does not actively participate in the day-to-day management or operation of the CompetingEnterprise.

**KUMAR**agrees to provide any prospective employer with a copy of the non-competition paragraph of this Revised Agreement.

|   | 12. | **LIQUIDATED DAMAGES AND INJUNCTIVE RELIEF**: |
|--------|-----|-----------------------------------------------|

**KUMAR**agrees that the covenants in Paragraphs 9, 10 and 11 are reasonable and should he violate the terms of Paragraphs 9, 10 or 11,**ECD**shall have the right to seek and he gives his consent to the issuance of an injunction to prohibit him from further violation of these covenants including an orderrequiring him to immediately cease all employment or other activities in violation of these Paragraphs. While the Parties have stipulated to liquidated damages, the payment of such liquidated damages does not relieve the right of**ECD**to obtain an injunction prohibiting further violation.

In addition to all equitable remedies available to**ECD**as specified above,**KUMAR**agrees that as a result of a violation of Paragraphs 9, 10 or 11, that he shall be liable for liquidated damages in the form of surrender to ECD of the financial value of the options and restrictedshares that are the subject of accelerated vesting under Paragraph 2F. The parties agree that the amount of actual damages suffered by ECD as a result of a violation of Paragraphs 9, 10 or 11 would be difficult to determine. The time periods specified in Paragraphs 9,

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**ENERGY CONVERSION DEVICES, INC.**

 

10 and 11, as applicable, shall be extended for the period of any violation of the restriction.

If**KUMAR**is obligated under Paragraph 9, 10, or 11 to surrender the financial value of the options and restricted shares that are subject to accelerated vesting under Paragraph 2F, then**KUMAR**shall (1) forfeit any right to receive or exercise the unvested optionsand restricted shares that are the subject of accelerated vesting under Paragraph 2F, (2) forfeit any options that have vested underParagraph 2F but have not then been exercised, (3) with respect to any options that have vested under Paragraph 2F and have then been exercised, pay**ECD**the fair market value of the shares on the date the options were exercised, less the option price, and (4) with respectto any restricted shares that have vested under Paragraph 2F, pay**ECD**the fair market value of the shares as of the date on which the restrictions lapsed. For purposes of this paragraph, “fair market value” will be defined as the per share closing price of**ECD’s**common stock on the date of exercise for options and the date on which the restrictions lapse forrestricted stock.

| **12.** | **ACKNOWLEDGMENT OF ADDITIONAL CONSIDERATION****:** |
|---------|-----------------------------------------------------|

**KUMAR**acknowledges that the consideration**KUMAR**is receiving pursuant to this Revised Agreement is greater than the benefits he would be entitled under the June 5, 2006 Severance Agreement and**KUMAR**is not entitled to additional severance pay beyondthe terms of this Revised Agreement.

| **13.** | **TIME PERIOD FOR REVIEW OF AGREEMENT****:** |
|---------|----------------------------------------------|

**KUMAR**will have an opportunity of Twenty-One (21) calendar days to review this Revised Agreement and is advised to consult with an attorney of his choosing at hisown expense. If this Revised Agreement is not signed by the end of the Twenty-One (21) calendar day review period, the offer will expire. No payments will be made underthe terms of this Revised Agreement until the Agreement is signed and the seven (7) day revocation period has expired. The Parties have agreed that any changes to this Agreement, whether material or not, will not restart the 21-day review period.

| **14.** | **INDIVIDUAL AGREEMENT****:** |
|---------|-------------------------------|

**KUMAR**acknowledges that the consideration heis receiving pursuant to this Revised Agreement is not part of a plan or program and has been individually negotiated between the Parties and that he is not entitled to additional severance pay or benefits beyond the terms of this Revised Agreement, including the Energy ConversionDevices, Inc. Executive Severance Plan.

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**ENERGY CONVERSION DEVICES, INC.**

 

 

| **15.** | **RIGHT TO REVOKE:** |
|---------|----------------------|

This offer of severance may be revoked by**ECD**at any time prior to the official termination date if**ECD**makes the decision to retain**KUMAR**in**KUMAR’s**currentor new position or to transfer**KUMAR**to another**ECD**division, subsidiary, affiliate or joint venture.

| **16.** | **UNDERSTANDING OF AGREEMENT****:** |
|---------|-------------------------------------|

**KUMAR**acknowledges that he has read this entire Revised Agreement, that**KUMAR**has had the opportunity to consult with counsel at**KUMAR’s**own expense, and that**KUMAR**understands all of its terms and knowingly and freely enters into this Revised Agreement.**KUMAR**further acknowledges that**KUMAR**has been afforded Twenty-One (21) calendar days to consider this Revised Agreement, has been advised to seek review of this Agreementby an attorney at hisown expense, and that**KUMAR**has seven (7) calendar days after its execution to revoke the Revised Agreement.

| **17.** | **ENTIRE AGREEMENT****:** |
|---------|---------------------------|

This Revised Separation Agreement and Complete Release of Liability, together with any previously signed confidentiality and patent agreements, constitutes the complete and entire Agreements between the Parties relating to the termination of the employment relationship and supersedes any and all previous agreements, representations or understandings regarding termination ofbenefits. These Agreements may not be changed, modified or terminated unless such changes are made in writing and signed by both Parties. Any previously signed confidentiality or patent agreement shall remain in effect following termination of the employment relationship and execution of this Revised Agreement.This Revised Agreement has been separately negotiated and is intended to terminate, void and/or supersede the Severance Agreementdated**June 5, 2006**, between the Parties, which is hereby terminated.

| **18.** | **SEVERABILITY****:** |
|---------|-----------------------|

Should any portion of this Revised Agreement be ruled invalid, it shall not affect the remaining provisions of this Revised Agreement, which shall remain in full force and effect.

| **19.** | **GOVERNING LAW****:** |
|---------|------------------------|

The Parties agree that any disputes regarding this Revised Separation Agreement shall be governed by the laws of the State of Michigan, without regard to any conflicts or choice of law rule or principle that might otherwise refer 

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**ENERGY CONVERSION DEVICES, INC.**

 

construction or interpretation of this provision to the substantive law of another jurisdiction.

| **20.** | **ARBITRATION OF DISPUTES****:** |
|---------|----------------------------------|

The Parties agree that any dispute over the terms of this Revised Agreement or its enforcement shall be resolved exclusively by final and binding arbitration pursuant to the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association. The award of the arbitrator may be enforced in the federal or circuit courts for Oakland County,Michigan.**ECD**and KUMAR retain the right to seek equitable relief pending the outcome of the arbitration proceedings with jurisdiction and venue agreed to by the Parties in federal or circuit courts for Oakland County, Michigan.

| **21.** | **CODE SECTION 409A.** |
|---------|------------------------|

This Agreement shall be interpreted to ensure that the payments made hereunder are exempt from, or comply with, Code Section 409A; provided, however, that nothing in this Agreement shall be interpreted or construed to transfer any liability for any tax (including a tax or penalty due as a result of a failure to comply with 409A) from**KUMAR**to**ECD**or to any other individual or entity. If**KUMAR**is a “specified employee” under Code Section 409A upon termination of employment, and any payments are required to be delayed under Code Section 409A(a)(2)(B)(i), such delayed payments will be aggregated and paid in a cash lump sum on the first day of the seventh month following KUMAR’Stermination of employment.

 

IN WITNESS WHEREOF, we have set our hands the day and year first written below.

 

| Dated: August 28, 2008 | /s/ Sanjeev Kumar |
|------------------------|-------------------|

|   | **SANJEEV KUMAR** |
|--------|-------------------|

 

|   | ****ENERGY CONVERSION DEVICES, INC.**** |
|--------|-----------------------------------------|

|   | By: /s/ Art Rogers |
|--------|--------------------|

| Dated: August 28, 2008 | Its: V.P.–Human Resources & Administration |
|------------------------|------------------------------------------------------|

 

 

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ENERGY CONVERSION DEVICES, INC.

 

 

**Reaffirmation of Revised Separation Agreement**

On August 28, 2008 I signed this Revised Separation Agreement.  I am re-signing this Revised Agreement today, including the release of all claims from the date of my original signature through August 31, 2008.

| Dated: September 2, 2008 |
|--------------------------|

|   | **/s/ Sanjeev Kumar** |
|--------|-----------------------|
|   | **SANJEEV KUMAR**     |

 

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ENERGY CONVERSION DEVICES, INC.

 

 

**EXHIBIT "A"**

**SCOPE OF RELEASE**

This Release of all claims by the employee, as part of this Revised Separation Agreement, is intended and understood by all parties to release all claims by employee, without limitation, relating to the employment relationship.  The list set forth below is a representative sample of the types of employment-related claims being released by the employee and is not intended to be a complete list.

**Federal Law****:**Title VII of the Civil Rights Act of 1964 (race, color, religion, national origin or sex); the 1991 Civil Rights Act; the Age Discrimination in Employment Act of 1967 (age); the Older Workers Benefit Protection Act ("OWBPA") (age); the Vocational Rehabilitation Act of 1973 (handicap); The Americans with Disabilities Act of 1990 (Handicap); 42 U.S.C. Section 1981, 1986 and 1988 (race); the Sarbanes-Oxley Act of 2002; the Employee Retirement Income Security Act (ERISA) (Pension and employee benefits); the Equal Pay Act of 1963 (prohibits pay differentials based on sex); the Immigration Reform and Control Act of 1986; Executive Order 11246 (race, color, religion, sex or national origin); Executive Order 11141 (age); Vietnam Era Veterans Readjustment Assistance Act of 1974 (Vietnam era veterans and disabledveterans); the Federal Railroad Safety Act (45 U.S.C. Section 421 *et. seq.*); Section 301 of the Labor Management Relations Act, 29 U.S.C. Section 185 et. seq. (suits for breach of the Collective Bargaining Agreement); the Fair Labor Standards Act (minimum wage and overtime pay); the Labor Management Relations Act (rights protected by the National Labor Relations Board); the Occupational Safety and Health Act (safety matters); the Worker Adjustment and Retraining Notification Act (“WARN”) (notification requirements for employers who are curtailing or closing an operation), the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) (which provides health insurance continuation coverage for eligible employees), the Family and Medical Leave Act of 1993 (“FMLA”), and Federal Common Law.

**Michigan Law****:**  The Elliot-Larsen Civil Rights Act (race, color, religion, national origin, age, sex, marital status, height and weight) and any and all derivative claims; the Michigan Persons With Disabilities Act (handicap); the Michigan Wage Payment Act (MCLA 408.471) (wages and benefits); AIDS Testing and Confidentiality Act; Equal Pay; the Polygraph Protection Act of 1981 (restrictions on the use of polygraphs); Whistleblower Protection; Jury Service; Subpoenaed Victim; Job Reference Immunity; all as amended, and the common law of the State of Michigan; tort; breach of express or implied employment contract; wrongful discharge; workers' compensation retaliation; tortious interference with contractual relations and loss of consortium, constructive discharge or any other law applicable to the employment relationship.

**NOTICE**:  Should you have any questions regarding the scope of this Release, it is strongly recommended that you seek the advice of an attorney of your choosing, and at your own expense, before signing this Revised Agreement.

 

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ENERGY CONVERSION DEVICES, INC.

 

 

**ACKNOWLEDGEMENT OF RECEIPT OF SEPARATION AGREEMENT ONLY**

***[EMPLOYEE COPY]***

 

I acknowledge that I received today a copy of the Separation Agreement and Complete Release of Liability.  I have been advised of the following:

|   | 1) | That I have **Twenty-One (21)****calendar days** to consider this Agreement. |
|--------|----|------------------------------------------------------------------------------|

|   | 2) | That I have the opportunity to discuss with **ECD** any questions or concerns I may have over the terms or language of the Agreement. |
|--------|----|---------------------------------------------------------------------------------------------------------------------------------------|

|   | 3) | That I have been advised to see an attorney of my choosing, at my own expense, to review the Agreement. |
|--------|----|---------------------------------------------------------------------------------------------------------|

|   | 4) | That I should not sign the Agreement unless I fully understand its terms and enter into the Agreement of my own free will. |
|--------|----|----------------------------------------------------------------------------------------------------------------------------|

|   | 5) | That I have seven (7) calendar days after signing the Agreement to revoke the Agreement. |
|--------|----|------------------------------------------------------------------------------------------|

|   | 6) | That no other promises have been made to me beyond the terms of this Separation Agreement and Complete Release of Liability. |
|--------|----|------------------------------------------------------------------------------------------------------------------------------|

 

| Dated:  August 28, 2008 |
|-------------------------|

 

|   | **/s/ Sanjeev Kumar** |
|--------|-----------------------|
|   | **SANJEEV KUMAR**     |

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ENERGY CONVERSION DEVICES, INC.

 

 

**ACKNOWLEDGEMENT OF RECEIPT OF SEPARATION AGREEMENT ONLY**

***[EMPLOYER COPY]***

I acknowledge that I received today a copy of the Separation Agreement and Complete Release of Liability.  I have been advised of the following:

|   | 1) | That I have **Twenty-One (21)****calendar days** to consider this Agreement. |
|--------|----|------------------------------------------------------------------------------|

|   | 2) | That I have the opportunity to discuss with **ECD**any questions or concerns I may have over the terms or language of the Agreement. |
|--------|----|--------------------------------------------------------------------------------------------------------------------------------------|

|   | 3) | That I have been advised to see an attorney of my choosing, at my own expense, to review the Agreement. |
|--------|----|---------------------------------------------------------------------------------------------------------|

|   | 4) | That I should not sign the Agreement unless I fully understand its terms and enter into the Agreement of my own free will. |
|--------|----|----------------------------------------------------------------------------------------------------------------------------|

|   | 5) | That I have seven (7) calendar days after signing the Agreement to revoke the Agreement. |
|--------|----|------------------------------------------------------------------------------------------|

|   | 6) | That no other promises have been made to me beyond the terms of this Separation Agreement and Complete Release of Liability. |
|--------|----|------------------------------------------------------------------------------------------------------------------------------|

 

| Dated:  August 28, 2008 |
|-------------------------|

|   | **/s/ Sanjeev Kumar** |
|--------|-----------------------|
|   | **SANJEEV KUMAR**     |

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ENERGY CONVERSION DEVICES, INC.

 

 

**WAIVER OF 21-DAY REVIEW PERIOD-OPTIONAL**

I acknowledge that I was provided with a copy of the Separation Agreement and Complete Release of Liability on **July 18, 2008.**  I have had an opportunity to review the Agreement, have been afforded the opportunity to have it reviewed by an attorney of my choosing, at my own expense, and have made the decision to execute the Agreement prior to the expiration of the **Twenty-One (21) Calendar Day** review period.  Therefore, I have executed the Separation Agreement and Complete Release of Liability today, and I understand that I have seven (7) calendar days from today to revoke the Agreement.  All payments under the terms of the Separation Agreement will begin no earlier than the first payroll following **August 31, 2008** or the eighth (8th)day after execution of this Agreement, whichever is later.

| Dated:  _______, 2008 |
|-----------------------|

|   | **/s/ Sanjeev Kumar** |
|--------|-----------------------|
|   | **SANJEEV KUMAR**     |

Initial Here: ___

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ENERGY CONVERSION DEVICES, INC.

 

 

Exhibit B

 

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Initial Here: ___

 

15