SEPARATION AGREEMENT AND GENERAL RELEASE


 


This Separation Agreement and General Release
(this “Agreement”), dated as of July 6, 2012, is entered into by and between Dynasil Corporation of America for itself
and/or on behalf of any of its wholly-owned subsidiaries (collectively, the “Company”) and Steven Ruggieri, individually
(the “Executive”).


 


RECITALS


 


WHEREAS, the Company
and Executive entered into an Employment Agreement as of April 13, 2011 (the “Employment Agreement”), a copy of which
is attached as Exhibit A;


 


WHEREAS, the
Executive terminated his employment under the Employment Agreement effective as of July 6, 2012 (the “Separation Date”),
the Executive acknowledges that he has received all wages owed from the Company for work performed through the Separation Date
and the Company has agreed to treat Executive’s termination as a “termination by the Company without Cause”;
and


 


WHEREAS, under the
Employment Agreement, Executive is eligible for certain severance benefits set out in this Agreement provided that he first executes
this Agreement;


 


NOW THEREFORE, in consideration
of the promises and the covenants contained herein, the Company and Executive do hereby covenant and agree as follows:


 


		1.	Severance Benefits. Provided that Executive first signs and returns this Agreement, and
does not (and may no longer) revoke this Agreement, Executive will be eligible to receive the following payments and benefits (the
“Severance Benefits”):



 


		(a)	a payment in the gross amount of three months of Executive’s Base
Salary, subject to legally-required and voluntarily authorized deductions, paid in substantially equal installments over a period
of 3 months (the “Severance Period”) according to the Company’s regular payroll schedule, beginning 30 days after
the Separation Date;



 


		(b)	a payment of a prorated earned bonus on the normal bonus payment date, should any bonuses be awarded
to the Dynasil C-Level staff for the entire fiscal year 2012. The Executive’s prorated share of that bonus, if any, would
be 77% (representing 40 weeks of service of the 52 weeks in fiscal year 2012) of the bonus the Executive would have received as
part of the Dynasil C-Level staff, if the Executive had been employed by the Company during the entire fiscal year ending September
30, 2012, with the Executive’s maximum bonus opportunity for fiscal 2012 being 77% of $75,000, and with this bonus, if any,
being payable after receipt of the Company's audited financial statements for such fiscal year;



 



    	 



    	 



    

 


		(c)	payment by the Company of the regular employer contribution toward the
premiums for the Executive’s continued coverage, if any, under the Company’s group health and dental insurance plans
for a period of three (3) months following the Separation Date, if the Executive is eligible to, and elects to, continue his coverage
under such plans following the Separation Date under COBRA (during this three-month period, the Executive will pay only the regular
employee contribution toward the premium for such insurance during that period). Any continued coverage beyond this three-month
period will be at the Executive’s sole expense as provided by law.



 


As an additional
condition of the Severance Benefits, Executive must make himself reasonably available to answer questions by telephone following
the Separation Date during the Severance Period.


 


		2.	Equity Rights. Pursuant to the Employment Agreement, Executive was granted the Time-Based
Grant (as defined in the Employment Agreement) of restricted shares of the Company’s common stock pursuant to the Company’s
2010 Stock Incentive Plan (“Plan”). As of the Separation Date, 100,000 shares of the Time-Based Grant have vested;
any portion of the Time-Based Grant that has not vested as of the Separation Date shall be forfeited by Executive. Executive’s
rights with respect to any vested portion of the Time-Based Grant will be governed by the Plan and any applicable grant documents.
The Board has exercised its discretion and agreed to waive the prior two-year restriction on the Executive’s sale,
transfer or other disposition of the Executive’s Time-Based Grant shares. The Executive agrees he will comply with
all applicable insider trading restrictions.



 



    	 



    	 



    

 


		3.	General Release. Except with respect to any rights, obligations or duties arising out of
this Agreement, and in consideration of the benefits set forth in this Agreement, Executive hereby releases and discharges the
Company and anyone acting by, through or on behalf of the Company, including but not limited the Company’s, officers, employees,
representatives and agents, (collectively, the “Releasees”), to the maximum extent permitted by law, of and from any
and all complaints, charges, lawsuits or claims of any kind by Executive that Executive now has, ever had or may ever have
against the Releasees, or any of them, whether known or unknown, arising out of any matter or thing that has happened before Executive
signs this Agreement, including but not limited to: (i) all claims for tort or contract, including but not limited to claims relating
to the breach of any oral or written contract or promise, misrepresentation, defamation, wrongful termination and interference
with prospective economic advantage, interference with contract, intentional and negligent infliction of emotional distress, negligence,
or breach of the covenant of good faith and fair dealing; (ii) claims arising out of, based on, or connected with Executive’s
employment in any way, including terms and conditions of employment, by the Company and the cessation of that employment; and
(iii) claims arising under any local, state or federal law, including but not limited to the following (all as amended): Title
VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Americans with
Disabilities Act (“ADA”), the Equal Pay Act of 1963, the Family and Medical Leave Act, the Genetic Information Nondiscrimination
Act, the Massachusetts Fair Employment Practices Act (G.L. c. 151B), the Massachusetts Equal Rights Act, the Massachusetts Civil
Rights Act, and any other local, state or federal law, policy, order, regulation or guideline affecting or relating to claims or
rights of employees. It is further expressly agreed and understood by Executive that the release contained herein is a GENERAL
RELEASE, including of statutory claims. Nothing in this Agreement shall be construed to preclude Executive from participating
or cooperating in any investigation or proceeding conducted by the Massachusetts Commission Against Discrimination, the Equal Employment
Opportunity Commission, or any other state or federal administrative agency, including with respect to a challenge to the General
Release in this Agreement. However, in the event that a charge or complaint is filed against the Releasees, or any of them, with
any administrative agency or in the event of an authorized investigation, charge or lawsuit filed against the Releasees, or any
of them, by any administrative agency, Executive expressly waives and shall not accept any award or damages therefrom. The matters
that are the subject of the releases by the Executive referred to above in this Section 3 of this Agreement shall be referred to
collectively as the “Released Matters”; provided, however, that notwithstanding the foregoing, it is expressly agreed
that Executive does not hereby release, and the term Released Matters shall not include: (a) any rights or claims based solely
on events which first arose after the Separation Date; (b) any breach by the Company of the terms of this Agreement; (c) any rights
Executive may have regarding the enforcement of this Agreement; (d) any obligation of the Company under the indemnification provisions
of its Certificate of Incorporation or Bylaws or the Indemnification Agreement dated December 19, 2011 between the Company and
the Executive (the “Indemnification Agreement”), applicable to the Executive and relating to any event occurring on
or before the Separation Date. The Company acknowledges and reaffirms that it remains bound by the terms of the Indemnification
Agreement, a copy of which is attached as Exhibit B, which agreement shall survive the termination of Executive’s employment.



 


		4.	No Pending Claims. Executive represents and warrants that he has not filed any complaints,
charges, or claims for relief against the Releasees, or any of them, with any local, state or federal court or administrative agency,
any professional or regulatory board, or any other agency or entity. Executive further warrants that he has not previously assigned
or transferred any of the claims that are the subject of the General Release contained in this Agreement.



 


		5.	Nonadmissions. It is understood and agreed that this Agreement does not constitute any admission
by the Company that any action taken with respect to Executive was unlawful or wrongful, or that any action by it constituted
a breach of contract or violated any federal or state law, policy, rule or regulation or professional or industry regulation or
standard.



 


		6.	Prior Covenants. Executive acknowledges and reaffirms that he remains bound by the terms
of the Dynasil Confidential Information and Invention Assignment Agreement (“Confidentiality Agreement”), a copy of
which is attached as Exhibit C, to the extent the terms of the Confidentiality Agreement survive the termination of Executive’s
employment.



 



    	 



    	 



    

 


		7.	Nondisclosure of this Agreement. Executive agrees that the nature and terms of this
Agreement are confidential, and expressly agrees not to discuss or disclose them, or the facts and contentions contained therein,
without the prior written consent of the Company, with or to any person, except to federal and state tax authorities, Executive’s
accountants or tax advisors, attorneys and spouse, or as required by law. Nothing in this Agreement shall prohibit or restrict,
or be construed as prohibiting or restricting, Executive from cooperating with, or disclosing information or this Agreement to,
the Equal Employment Opportunity Commission, the Massachusetts Commission Against Discrimination, or any other federal, state or
local administrative agency.



 


		8.	Nondisparagement. Executive agrees not to disparage or make negative statements about the
Company or any of the Company’s programs or products. The Company shall instruct its officers and directors not to, disparage
or make negative statements about the Executive, his business practices or professional career either publicly or privately, provided
that nothing in this paragraph shall be construed in any way to restrict or prevent the Company from
providing truthful information in response to requests for information by auditors or in court or governmental proceedings where
required by law. The only statement that the Company will make regarding Executive’s separation is that Executive
resigned for personal reasons. In response to any inquiries or reference requests to the Company by any person in any capacity
concerning matters relating to Employee’s employment with the Company, the Company shall confirm for any prospective employer
or agency, the dates of the Executive’s employment, his salary history, his position as CEO and member of the Board and that
the Executive’s separation was voluntary. The Executive will direct all requests for references to the Company’s Chairman
(Peter Sulick) and the Company will instruct its officers and directors to direct all requests for references to the Company’s
Chairman (Peter Sulick).



 


		9.	Breach. Executive acknowledges that any breach
of this Agreement by him will cause irreparable damage to the Company and that in the event of such breach, the Company shall
be entitled, in addition to monetary damages and to any other remedies available to the Company under this Agreement and at law,
to equitable relief, including injunctive relief. In the event that Executive institutes legal proceedings to enforce this
Agreement, Executive agrees that the sole remedy available to him shall be enforcement of the terms of this Agreement and/or a
claim for damages resulting from the breach of this Agreement, but that under no circumstances shall Executive be entitled to
receive or collect any damages for claims that Executive has released under this Agreement.



 


		10.	Time to Consider Agreement.



 


		(a)	Executive acknowledges that he has been advised in writing to, and has been given the opportunity
to, consult an attorney of his choice before signing this Agreement.



 


		(b)	Executive acknowledges that he has been given the opportunity to review and consider this Agreement
for at least twenty-one (21) days before signing it and that, if Executive has signed this Agreement in less than that time, he
has done so voluntarily in order to obtain sooner the benefits of this Agreement.



 



    	 



    	 



    

 


		(c)	Executive further acknowledges that he may revoke this Agreement within seven (7) days of signing
it, provided that this Agreement will not become effective until such seven-day period has expired. To be effective, any such revocation
must be in writing and delivered to Peter Sulick, Chairman, at the Company’s principal offices by close of business on the
seventh day after signing and must expressly state Executive’s intention to revoke this Agreement. The eighth day following
Executive’s execution hereof shall be deemed the “Effective Date” of this Agreement.



 


		(d)	The parties also agree that the general release provided by Executive in this Agreement does not
include claims under the Age Discrimination in Employment Act arising after the date Executive signs this Agreement.



 


		11.	Representations. The Company agrees that it will not contest the Executive’s claim
for unemployment benefits that may be filed by Executive after the Separation Date. The
Company will also pay or reimburse Executive’s legal fees in connection with this Separation Agreement and Executive’s
termination with the Company as part of the Company’s administration costs, such cost not to exceed $3,000. The parties
attest that no other representations were made regarding this Agreement other than those contained herein.



 


		12.	Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of
the Company and Executive and their respective successors and assigns.



 


		13.	Severability. If any provision of this Agreement is held to be excessively broad, it shall
be reformed and construed by limiting and reducing it so as to be enforceable to the maximum extent permitted by law. Should any
part, term or provision of this Agreement be determined by any tribunal, administrative agency or court of competent jurisdiction
to be illegal, invalid or unenforceable, even after all attempts at reformation or construction have been exhausted as provided
in the prior sentence, the validity of the remaining parts, terms or provisions shall not be affected thereby, and the illegal,
invalid or unenforceable part, term or provision shall be deemed not to be part of this Agreement.



 


		14.	Entire Agreement; Governing Law; Amendment; Captions. This Agreement constitutes the entire
agreement between the parties about or relating to Executive’s termination of employment from the Company, or the Company’s
obligations to Executive with respect to his termination, and fully supersedes any and all prior and contemporaneous agreements
or understandings between the parties, whether written or oral, concerning the subject matter of this Agreement, except that the
Indemnification Agreement and Confidentiality Agreement shall remain in full force and effect according to its terms, as described
above, the Employment Agreement shall remain in full force and effect according to its terms to the extent such terms survive the
termination of Executive’s employment, and the terms of the Plan and any applicable grant documents shall remain in full
force and effect according to their terms with respect to the Time-Based Grant, as described above. The terms of this Agreement
are contractual in nature and not a mere recital, and they shall take effect as a sealed document. This Agreement shall be governed
by the laws of the Commonwealth of Massachusetts, without regard to conflict of law rules, and may not be changed orally. This
Agreement may be changed or amended only by agreement in writing signed by both parties. Section captions in this Agreement are
for convenience of reference only and in no way affect this Agreement's scope or substance.



 



    	 



    	 



    

 


		15.	Counterparts. This Agreement may be executed in two or more counterparts, each of which
when executed and delivered constitutes an original of this Agreement, but all the Counterparts shall together constitute one and
the same agreement. No counterpart shall be effective until each party has executed at least one counterpart. For the convenience
of the parties, facsimile and pdf signatures shall be accepted as originals.



 


IN WITNESS WHEREOF, the Company and Executive
have duly executed this Agreement as of the day and year written below.


 


	DYNASIL CORPORATION OF AMERICA	 	STEVEN RUGGIERI
	 	 	 
	By: 	 	 	 
	 	Name: Peter Sulick	 	 
	 	Title: Chairman	 	 
	 	 	 	 
	 	 	 	 
	 	Date	 	Date