ex41.htm


    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 Walter
      Weisel (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:

     

    
      	
              1.      
                  

            	
              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.

            


    

     

    
      	
              2.      
                  

            	
              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.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              a.

            	
               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.

            


    

     

    
      	
                                  
                b.      
                  

            	
              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.

            


    

     

    
      	
                                       
                c.         

            	
              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:

            


    

     

    
      	
              (i)  

            	
              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.

            


    

    
      	
              (ii)  

            	
              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

            


    

     

    
      	
              d.

            	
              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.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    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.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    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.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    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:

     

    Eugene
      Gartlan

    Chief
      Executive
      Officer

     

    EXECUTIVE:

    
      	
              By

            


    

    
      	
               

            


    

    
      	
              Walter
                K.
                Weisel

            


    

    
      	
               

            


    

    
      	
              
                CONSULTANT:

              

            


    

    
      	
               

            
	 
              
              By:

            


    

     

    Walter
      K. Weisel