employagree8k031008.htm

Exhibit 10.1

    EMPLOYMENT
AGREEMENT

     

    This
Employment Agreement (this “Agreement”) is made
and entered into on this 5th day of March, 2008, by and between ISCO
INTERNATIONAL, INC. (the “Company”), and GORDON
E. REICHARD, JR., an individual (“Executive”), with
reference to the following facts:

     

    WHEREAS,
it is the mutual desire of the Company and Executive that Executive be employed
by the Company on the terms set forth in this Agreement.

     

    NOW,
THEREFORE, based on the above premises and in consideration of the mutual
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

     

    SECTION
1. Effective
Date.  The effectiveness of this Agreement will be March 10,
2008 (the “Effective
Date”).

     

    SECTION
2. Employment
with the Company.

     

    2.1. Position and
Duties.  Executive will report to the Company’s Board of
Directors as the Company’s Chief Executive Officer (“CEO”) of the Company
and its consolidated subsidiaries (collectively, the “Combined Entity”) to
perform such duties as are typically required of the position of CEO and those
duties which the Board may reasonably assign to the
Executive.  Nothing in this paragraph will obligate the Company or any
constituent member of the Combined Entity to continue to employ Executive in any
capacity beyond the end of the period described below in Section 3, nor shall it
inhibit the parties from continuing such arrangement as mutually
agreed.

     

    2.2. Full Time and Best
Efforts.  Executive will perform his duties faithfully and to
the best of his ability and will devote his full business time and effort to the
performance of his duties hereunder.  Executive will not engage in any
other employment or business activities for any direct or indirect remuneration
that would be directly harmful or detrimental to, or that may compete with, the
business and affairs of the Company, or that would interfere with his duties
hereunder.  Executive acknowledges that frequent travel may be
necessary in carrying out his duties hereunder.

     

    SECTION
3. Term of
Employment.  Executive’s employment by the Company under this
Agreement shall be for a period commencing on the Effective Date and ending on
the second anniversary of the Effective Date subject to his earlier termination
in accordance with Section 7 of this
Agreement (the “Term”); provided,
however, that upon the eighteen-month anniversary of the Effective Date and each
day thereafter the Term shall be extended for one additional day unless and
until the Company provides written notice to Executive that such extension shall
not occur.  Upon  expiration of the Term, this Agreement
will expire (other than Section 10 hereof,
which Section will survive any expiration or termination of this Agreement) and,
unless otherwise agreed by the parties, Executive’s employment by the Company
will cease and the Company will have no liability to Executive.

     

    SECTION
4. Compensation.  During the first
twelve (12) months, the Company will compensate Executive for services rendered
hereunder at the annual rate of $250,000 (“Base Salary”) payable
in accordance with the Company’s normal payroll practices and subject to changes
in such practices or payroll deductions as may be necessary or customary for the
Company’s salaried employees.  Prior to month 12, the Company agrees
to negotiate in good faith an increase in the annual rate to be paid during
months 13 through 24.  In addition to the grant of Restricted Stock or
other potential issuance of the Company’s common stock that is separately
provided, the Company and Executive agree that Executive shall be eligible for a
cash bonus of $80,000 upon the achievement of mutually agreed upon performance
goals for the Company.  Such bonus shall be payable promptly upon
conclusion by the Company that such measures have indeed been achieved, and in
no case later than the filing date of the Annual Report on Form 10K for that
particular year.

     

    SECTION
5. Benefits.  Executive
shall be entitled to participate in the employee benefit plans and programs of
the Company, if any, to the extent that his position, tenure, salary, age,
health and other qualifications make him eligible to participate in such plans
or programs, subject to the rules and regulations applicable
thereto.  The Company agrees to waive any tenure or other requirements
allowing coverage and participation in all Company benefits to begin
immediately.  The Company reserves the right to cancel or change the
benefit plans and programs it offers to its employees at any
time.  The Executive shall be entitled to receive five weeks of annual
paid vacation in accordance with the Company’s vacation
policy.  Executive shall be entitled to all paid holidays the Company
makes available to its employees.

     

    SECTION
6. Business
Expenses.  The Company shall reimburse Executive for reasonable
travel, entertainment or other expenses incurred by Executive in the furtherance
of or in connection with the performance of Executive’s duties hereunder, in
accordance with the Company’s expense reimbursement policies as in effect from
time to time.

     

    SECTION
7. Termination.  Executive’s
employment hereunder may be terminated by either party at any time, subject to
the terms of this Section
7:

     

    7.1.   Termination
Without Cause or for Good Reason.  If Executive’s employment
ceases due to a termination by the Company other than for Cause or by Executive
for Good Reason, then subject to Executive’s compliance with the provisions of
Section 10
below (the “Covenants”),
Executive will receive (A) monthly severance payments equal to 1/12th of his
Base Salary for three months, until Executive has achieved six months of
continuous employment at which point this becomes six months, and (B) the
payments described in Section 7.2. The severance benefits described in this
Section 7.1 are
in lieu of, not in addition to, any severance benefits otherwise payable under
any other severance arrangement maintained by the Company.

     

    7.2. Other
Terminations.  In the event of any cessation of Executive’s
employment other than as described above in Section 7.1, all
salary, benefits and other compensation will cease at the time of such
termination and, subject to the terms of any benefit plans then in force and
applicable to Executive, the Company will have no further liability or
obligation hereunder by reason of such termination; provided, however that the
Company will pay Executive any accrued but unpaid Base Salary and any accrued
but unused vacation as of the date of Executive’s termination.

     

    7.3. Cause.  “Cause”
means the occurrence of any of the following:  (1) Executive’s
refusal, failure or inability to perform (other than due to illness or
disability) his duties or to follow the lawful directives of the Board; in such
event prior to termination, the Board shall provide written notice of the bases
of termination, meet with Executive within five days of the notice of
termination, and Executive shall have  thirty days thereafter to cure
the conduct; (2) misconduct or gross negligence by Executive in the course
of employment that could reasonably be expected to have a material adverse
effect on the operations, condition or reputation of the Company;
(3) Executive’s conviction of, or the entry of a plea of guilty or nolo
contendere to, a crime involving moral turpitude or that otherwise could
reasonably be expected to have an material adverse effect on the operations,
condition or reputation of the Company, (4) a material breach by Executive
of any agreement with, lawful policy of or fiduciary duty owed to the Company;
or (5) violation of the Company’s policies regarding alcohol abuse or use
of controlled drugs.  For avoidance of doubt, a cessation of
employment due to a disability entitling Executive to benefits under any Company
maintained or provided long-term disability plan or policy will not constitute a
termination by the Company “without Cause.”

     

    7.4. Good
Reason. Executive shall be eligible to terminate his employment for Good Reason
upon the occurrence of any of the following events or conditions;

     

    the
assignment to Executive of any duties materially inconsistent with the
Executive's position and status as set forth in Section 2.1,

     

    a
reduction by the Company in Executive's Salary to an amount that is less than
required under Section 4,

     

    the
relocation of Executive's base office to an office that is more than 50 highway
miles of Executive's base office on the Effective Date,

     

    any other
material breach of this Agreement by the Company.

     

    7.5. Mitigation.  Except
as may be expressly provided elsewhere in this Agreement, the Executive shall
not be required to mitigate the amount of any payment or benefit contemplated by
this Section 7
(whether by seeking new employment or in any other manner).  No such
payment shall be reduced by earnings that the Executive may receive from any
other source.

     

    7.6. Section 409A.  Notwithstanding
any other provision of this Agreement, if the termination giving rise to any
payment or benefit described in Section 7 is not a
“Separation from Service” within the meaning of Treas. Reg. § 1.409A-1(h)(1) (or
any successor provision), then the payment of those amounts (to the extent they
constitute a “deferral of compensation,” within the meaning of Section 409A of
the Internal Revenue Code) will be deferred (without interest) until such time
as Executive experiences a Separation from Service.  In addition, to
the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or
any successor provision) is necessary to avoid the application of an additional
tax under Section 409A of the Internal Revenue Code, those amounts that would
otherwise be paid within six months following Executive’s Separation from
Service (taking into account the preceding sentence) will instead be deferred
(without interest) and paid to Executive in a lump sum immediately following
that six-month period.  This provision shall not be construed as
preventing the application of Treas. Reg. §§ 1.409A-1(b)(4) or 1.409A-1(b)(9)
(or any successor provisions) to amounts payable hereunder.

     

    SECTION
8. Modified
Reduction.  Notwithstanding any other provisions of this
Agreement to the contrary, in the event that any payments or benefits received
or to be received by Executive in connection with Executive’s employment with
the Company (or termination thereof) would subject Executive to the excise tax
imposed under Section 4999 of the Internal Revenue Code of 1986, as amended
(the “ Excise
Tax”), and if the net after-tax amount (taking into account all
applicable taxes payable by Executive, including without limitation any Excise
Tax) that Executive would receive with respect to such payments or benefits does
not exceed the net after-tax amount Executive would receive if the amount of
such payments and benefits were reduced to the maximum amount which could
otherwise be payable to Executive without the imposition of the Excise Tax,
then, only to the extent necessary to eliminate the imposition of the Excise
Tax, such payments and benefits shall be so reduced.

     

    SECTION
9. Condition
to Severance
Payments.  All severance payments or other benefits
provided under Section 7. are conditioned on
Executive’s continuing compliance with this Agreement and the Company’s policies
in effect at the time of termination, and Executive’s execution (and
non-revocation) of a release of claims and covenant not to sue substantially in
the form provided in Exhibit A upon
termination of employment.

     

    SECTION
10. Covenants.  In
recognition of the compensation and severance protection provided to Executive
pursuant to this Agreement, the Executive agrees to be bound by the provisions
of this Section 10.  These
provisions will apply without regard to whether any cessation of the Executive’s
employment is initiated by the Company or the Executive, and without regard to
the reason for that cessation.

     

    10.1. Non-Solicitation and
Non-Competition.  For a period of two (2) years after cessation
of Executive’s employment with the Company for any reason (without regard to
whether that cessation is initiated by Executive or the Company), Executive will
not do any of the following, directly or indirectly, without the prior written
consent of the Company (except in his capacity as an officer or director of the
Company):

     

    10.1.1. solicit,
entice or induce any person, firm or corporation who or which is a client or
customer of the Company or any of its subsidiaries to become a client or
customer of any other person, firm or corporation involved in activities that
are the same as, or in direct competition with, the business activities carried
on by the Company (or being definitively planned by the Company at the time of
the cessation of Executive’s employment with the Company) (a “Competing
Business”).  For clarity, such term is not broadly defined as
all technology or even wireless telecommunications businesses, but those
businesses that maintain activities that either directly compete with the
Company’s products for specific customer contracts or indirectly address
interference management and/or a combination of push-to-talk with location in a
mobile device application;

     

    10.1.2. influence
or attempt to influence any customer of the Company or its subsidiaries to
terminate or modify any written or oral agreement or course of dealing with the
Company or its subsidiaries;

     

    10.1.3. influence
or attempt to influence any person to terminate or modify any employment,
consulting, agency, distributorship, licensing or other similar relationship or
arrangement with the Company or its subsidiaries; or

     

    10.1.4. engage in
a geographic area that is coextensive with the geographic area in which the
Company does business at the time of the cessation of Executive’s employment
with the Company as a principal, shareholder, lender, partner, director,
officer, agent, employee, consultant or otherwise a Competing Business;
provided, however, that  nothing contained in this subsection shall
prevent Executive from holding for investment up to  five percent (5%)
of any class of equity securities of a company whose securities are publicly
traded on a national securities exchange or in a national market
system.

     

    10.2. Non-Disclosure.  For
a term of twelve months after departing the business, Executive shall not use
for Executive’s personal benefit, or disclose, communicate or divulge to, or use
for the direct or indirect benefit of any person, firm, association or company
other than the Company, any “Confidential
Information,” which term shall mean any information regarding the
business methods, business policies, policies, procedures, techniques, research
or development projects or results, historical or projected financial
information, budgets, trade secrets, or other knowledge or processes of, or
developed by, Company, any Company Creation (as that term is defined in Section
10.3.1), or any other confidential information
relating to or dealing with the business operations of Company, made known to
Executive or learned or acquired by Executive while in the employ of Company,
but Confidential Information shall not include information otherwise lawfully
known generally by or readily accessible to the general public.  The
foregoing provisions of this subsection shall apply during and after the period
when the Executive is an employee of the Company and shall be in addition to
(and not a limitation of) any other legally applicable protections of the
Company’s interest in confidential information, trade secrets, and the
like.  At the termination of Executive’s employment with Company,
Executive shall return to the Company all copies of Confidential Information in
any medium, including computer tapes and other forms of data
storage.

     

    10.3. Intellectual Property &
Company Creations.

     

    10.3.1. Ownership.  All
right, title and interest in and to any and all ideas, inventions, designs,
technologies, formulas, methods, processes, development techniques, discoveries,
computer programs or instructions (whether in source code, object code, or any
other form), computer hardware, algorithms, plans, customer lists, memoranda,
tests, research, designs, specifications, models, data, diagrams, flow charts,
techniques (whether reduced to written form or otherwise), patents, patent
applications, formats, test results, marketing and business ideas, trademarks,
trade secrets, service marks, trade dress, logos, trade names, fictitious names,
brand names, corporate names, original works of authorship, copyrights,
copyrightable works, mask works, computer software, all other similar intangible
personal property, and all improvements, derivative works, know-how, data,
rights and claims related to the foregoing that have been or are conceived,
developed or created in whole or in part by the Executive (a) at any time and at
any place that relates to the business of the Company, as then operated,
operated in the past or under consideration or development or (b) as a result of
tasks assigned to Executive by the Company (collectively, “Company Creations”),
shall be and become and remain the sole and exclusive property of the Company
and shall be considered “works made for hire” as that term is defined pursuant
to applicable statutes and law.

     

    10.3.2. Assignment.  Executive
acknowledges that all Company Creations that are copyrightable shall be
considered a work made for hire under United States Copyright Law.  To
the extent that any copyrightable Company Creations may not be considered a work
made for hire under the applicable provisions of the copyright law, or to the
extent that, notwithstanding the foregoing provisions, Executive may retain an
interest in any Company Creation, Executive hereby irrevocably assigns and
transfers to the Company any and all right, title, or interest that Executive
may have in such Company Creation under copyright, patent, trade secret,
trademark and other law protecting proprietary or intellectual property rights,
in perpetuity or for the longest period otherwise permitted by law, without the
necessity of further consideration.  The Company shall be entitled to
obtain and hold in its own name all registrations of copyrights, patents, trade
secrets, trademarks and other proprietary or intellectual property rights with
respect thereto.  Executive shall have no claim for additional
compensation for Company Creations.

     

    10.3.3. Disclosure &
Cooperation.  Executive shall keep and maintain adequate and
current written records of all Company Creations and their development by
Executive (solely or jointly with others), which records shall be available at
all times to and remain the sole property of the Company.  Executive
shall communicate promptly and disclose to the Company, in such form as the
Company may reasonably request, all information, details and data pertaining to
any Company Creations.  Executive further agrees to execute and
deliver to the Company or its designee(s) any and all formal transfers and
assignments and other documents and to provide any further cooperation or
assistance reasonably required by the Company to perfect, maintain or otherwise
protect its rights in the Company Creations.  Executive hereby
designates and appoints the Company or its designee as Executive’s agent and
attorney-in-fact to execute on Executive’s behalf any assignments or other
documents deemed necessary by the Company to perfect, maintain or otherwise
protect the Company’s rights in any Company Creations.

     

    10.4. Acknowledgments.  Executive
acknowledges that the Covenants are reasonable and necessary to protect the
Company’s legitimate business interests, its relationships with its customers,
its trade secrets and other confidential or proprietary
information.  Executive further acknowledges that the duration and
scope of the Covenants are reasonable given the nature of this Agreement and the
position Executive holds or will hold within the Company.  Executive
further acknowledges that the Covenants are included herein to induce the
Company to enter into this Agreement and that the Company would not have entered
into this Agreement or otherwise enhanced Executive’s Base Salary in the absence
of the Covenants.  Executive also acknowledges that any breach,
willful or otherwise, of the Covenants may cause injury to the Company for which
monetary damages may not be an adequate remedy.  Finally, Executive
acknowledges that the Covenants are in addition to, and not in lieu of, any
restrictive covenants to which he is subject pursuant to any other agreement
with the Company unless specifically specified to the contrary.

     

    10.5. Enforcement.

     

    10.5.1. Judicial
Modification.  If any court determines that the Covenants, or
any part thereof, is unenforceable because of the duration or scope of such
provision, that court will have the power to modify such provision and, in its
modified form, such provision will then be enforceable.

     

    10.5.2. Remedies.  Executive
acknowledges and agrees that, in view of the nature of the business in which the
Company is engaged and Executive’s exposure to the Company’s business, the
restrictions contained in this section are reasonable and necessary to protect
the legitimate interests of the Company. Executive therefore agrees that in the
event of any actual violation the Company shall be entitled to obtain from any
court of competent jurisdiction preliminary and permanent injunctive relief
against Executive, and an equitable accounting of all commissions, earnings,
profits and other benefits to Executive arising from such violation, which
rights shall be cumulative and in addition to any other rights or remedies to
which the Company may be entitled.

     

    10.5.3. Disgorgement.  In
addition to the remedies specified above and any other relief awarded by any
court, if Executive breaches any of the Covenants, he will be required to
account for and pay over to the Company all compensation, profits, monies,
accruals, increments or other benefits derived or received by him as a result of
any such breach and the Company will be entitled to injunctive or other
equitable relief to prevent further breaches of the Covenants by
Executive.

     

    10.5.4  Extension
of Restrictions.  If Executive breaches Section 10.1 in
any respect, the duration of the restrictions therein contained will be extended
for a period equal to the period that Executive was in breach of such
restrictions.

     

    SECTION
11. Successors and
Assigns.  The Company may assign its rights under this
Agreement to any successor to all or substantially all of its assets and
business by means of liquidation, dissolution, merger, consolidation, transfer
of assets, or otherwise.  Executive shall not assign or transfer this
Agreement or any right or obligation under this Agreement to any other person or
entity.

     

    SECTION
12. Notice
Clause.  Any notice or other communication required or
permitted to be given under this Agreement will be given in writing and will be
deemed effective on the day delivered in person, or the business day after the
day on which such notice was mailed registered or certified mail, postage
prepaid, addressed as follows:

     

    if to the Executive:
to his home address then on file in the Company’s personnel
records;

     

    if to the Company: to
the Company’s principal executive offices, c/o Chief Financial
Officer;

     

    or to
such other address as either party may duly specify by notice given in the
manner described above.

     

    SECTION
13. Governing
Law.  This Agreement shall be governed by and construed in
accordance with the internal substantive laws, but not the choice of law rules,
of the State of Illinois.

     

    SECTION
14. Severability.  The
invalidity or unenforceability of any provision of this Agreement, or any terms
hereof, shall not affect the validity or enforceability of any other provision
or term of this Agreement.

     

    SECTION
15. Wage
Claims.  The parties intend that all obligations to pay
compensation to Executive be obligations solely of the
Company.  Therefore, intending to be bound by this provision,
Executive hereby waives any right to claim payment of amounts owed to him, now
or in the future, from directors or officers of the Company in the event of the
Company’s insolvency.

     

    SECTION
16. Integration.  This
Agreement and any other agreement referred to herein or executed
contemporaneously herewith represent the entire agreement and understanding
between the parties as to the subject matter herein and supersedes all prior or
contemporaneous agreements whether written or oral, provided, however, that
Executive will at all times be bound by all applicable Company policies in then
effect, including (without limitation) the Company’s ethics guidelines and
insider trading policies.  No waiver, alteration, or modification of
any of the provisions of this Agreement shall be binding unless in writing and
signed by duly authorized representatives of the parties hereto.

     

    SECTION
17. Taxes.  All
payments and transfers of property, whether made pursuant to this Agreement or
otherwise, shall be subject to withholding of applicable income and employment
taxes. 

     

    SECTION
18 – D&O
Insurance.  The
Company agrees to maintain D&O insurance during the term of Executive’s
employment and provide general indemnification of the Executive for duties and
decisions occurring during the term of employment.  Failure to
maintain D&O insurance will be considered Good Reason to terminate
employment.

     

    IN
WITNESS WHEREOF, the Company has caused this Agreement to be duly executed and
the Executive has executed this Agreement, in each case as of the date first
above written.

     

    


     

    
      	 
      	 
      	 
      
	
              GORDON
      E. REICHARD, JR.

            	 
      	
              ISCO
      INTERNATIONAL, INC.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      By: /s/  Gordon E. Reichard, Jr. 	
               
      By:

            	 
      /s/  Frank
      Cesario                
	 
      Gordon E. Reichard, Jr. 	 
      	 
      Frank Cesario 
	 
      	
               
      Title:

            	 
      CFO 


    

    


     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    RELEASE AND
NON-DISPARAGEMENT AGREEMENT

     

    THIS
RELEASE AND NON-DISPARAGEMENT AGREEMENT (this “Release”) is made as
of the ___ day of _______, _____ by and between GORDON E. REICHARD, JR. (the
“Executive”)
and ISCO INTERNATIONAL, INC. and [Surviving Corporation] (collectively, the
“Company”).

     

    WHEREAS,
the Executive’s employment as an executive of the Company has terminated;
and

     

    WHEREAS,
pursuant to Section
7 of the Employment Agreement by and between the Company and the
Executive dated __________, 2008 (the “Agreement”), the
Company has agreed to pay the Executive certain amounts and to provide him with
certain rights and benefits, subject to the execution of this
Release.

     

    NOW
THEREFORE, in consideration of these premises and the mutual promises contained
herein, and intending to be legally bound hereby, the parties agree as
follows:

     

    SECTION
1. Consideration.  The
Executive acknowledges that: (i) the payments, rights and benefits set
forth in Section 7.1 of
the Agreement constitute full settlement of all his rights under the Employment
Agreement, (ii) he has no entitlement under any other severance or similar
arrangement maintained by the Company, and (iii) except as otherwise
provided specifically in this Release, the Company does not and will not have
any other liability or obligation to the Executive.  The Executive
further acknowledges that, in the absence of his execution of this Release, the
benefits and payments specified in Section 7.1 of
the Employment Agreement would not otherwise be due to him.

     

    SECTION
2. Release and Covenant Not to
Sue.

     

    2.1. The
Executive hereby fully and forever releases and discharges the Company, and all
predecessors and successors, assigns, stockholders, affiliates, officers,
directors, trustees, employees, agents and attorneys, past and present (the
Company and each such person or entity is referred to as a “Released Person”)
from any and all claims, demands, liens, agreements, contracts, covenants,
actions, suits, causes of action, obligations, controversies, debts, costs,
expenses, damages, judgments, orders and liabilities, of whatever kind or
nature, direct or indirect, in law, equity or otherwise, whether known or
unknown, arising through the date of this Release, out of the Executive’s
employment by the Company or the termination thereof, including, but not limited
to, any claims for relief or causes of action under the Age Discrimination in
Employment Act, 29 U.S.C. § 621 et seq., or any other federal, state or
local statute, ordinance or regulation regarding discrimination in employment
and any claims, demands or actions based upon alleged wrongful or retaliatory
discharge or breach of contract under any state or federal law.

     

    2.2. The
Executive expressly represents that he has not filed a lawsuit or initiated any
other administrative proceeding against a Released Person and that he has not
assigned any claim against a Released Person.  The Executive further
promises not to initiate a lawsuit or to bring any other claim against the other
arising out of or in any way related to the Executive’s employment by the
Company or the termination of that employment.  This Release will not
prevent the Executive from filing a charge with the Equal Employment Opportunity
Commission (or similar state agency) or participating in any investigation
conducted by the Equal Employment Opportunity Commission (or similar state
agency); provided, however, that any claims by the Executive for personal relief
in connection with such a charge or investigation (such as reinstatement or
monetary damages) would be barred.

     

    2.3. The
foregoing will not be deemed to release the Company from claims solely to
enforce this Release or Section 7.1 of
the Agreement.

     

    SECTION
3. Restrictive
Covenants.  The Executive acknowledges that Section 10 of
the Agreement will survive the termination of his employment.  The
Executive affirms that those restrictive covenants are reasonable and necessary
to protect the legitimate interests of the Company, that he received adequate
consideration in exchange for agreeing to those restrictions and that he will
abide by those restrictions.

     

    SECTION
4. Non-Disparagement.  The
Executive will not disparage any Released Person or otherwise take any action
that could reasonably be expected to adversely affect the personal or
professional reputation of any Released Person.  Similarly, the
Company (meaning, solely for this purpose, the Company’s officers, directors and
agents specifically authorized to communicate on its behalf) will not disparage
the Executive or otherwise take any action that could reasonably be expected to
adversely affect his personal or professional reputation.

     

    SECTION
5. Cooperation.  The
Executive further agrees that, subject to reimbursement of his reasonable
expenses and reasonable fee for time spent, he will cooperate fully with the
Company and its counsel with respect to any matter (including litigation,
investigations, or governmental proceedings) in which the Executive was in any
way involved during his employment with the Company.  The Executive
shall render such cooperation in a timely manner on reasonable notice from the
Company.

     

    SECTION
6. Rescission
Right.  The Executive expressly acknowledges and recites that
(a) he has read and understands the terms of this Release in its entirety,
(b) he has entered into this Release knowingly and voluntarily, without any
duress or coercion; (c) he has been advised orally and is hereby advised in
writing to consult with an attorney with respect to this Release before signing
it; (d) he was provided twenty-one (21) calendar days after receipt of the
Release to consider its terms before signing it; and (e) he is provided
seven (7) calendar days from the date of signing to terminate and revoke this
Release, in which case this Release shall be unenforceable, null and
void.  The Executive may revoke this Release during those seven (7)
days by providing written notice of revocation to the Company at the address
specified in Section
12 of the Agreement.

     

    SECTION
7. Challenge.  If
the Executive violates or challenges the enforceability of any provisions of
this Release or Section 10 of
the Agreement, no further payments, rights or benefits under Section 7 of the
Agreement will be due to the Executive.

     

    SECTION
8. Miscellaneous.

     

    8.1. No Admission of
Liability.  This Release is not to be construed as an admission
of any violation of any federal, state or local statute, ordinance or regulation
or of any duty owed by the Company to the Executive.  There have been
no such violations, and the Company specifically denies any such
violations.

     

    8.2. No
Reinstatement.  The Executive agrees that he will not apply for
reinstatement with the Company or seek in any way to be reinstated, re-employed
or hired by the Company in the future.

     

    8.3. Successors and
Assigns.  This Release shall inure to the benefit of and be
binding upon the Company and the Executive and their respective successors,
permitted assigns, executors, administrators and heirs.  The Executive
not may make any assignment of this Release or any interest herein, by operation
of law or otherwise.  The Company may assign this Release to any
successor to all or substantially all of its assets and business by means of
liquidation, dissolution, merger, consolidation, transfer of assets, or
otherwise.

     

    8.4. Severability.  Whenever
possible, each provision of this Release will be interpreted in such manner as
to be effective and valid under applicable law.  However, if any
provision of this Release is held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability will not affect any
other provision, and this Release will be reformed, construed and enforced as
though the invalid, illegal or unenforceable provision had never been herein
contained.

     

    8.5. Entire Agreement;
Amendments.  Except as otherwise provided herein, this Release
contains the entire agreement and understanding of the parties hereto relating
to the subject matter hereof, and merges and supersedes all prior and
contemporaneous discussions, agreements and understandings of every nature
relating to the subject matter hereof.  This Release may not be
changed or modified, except by an agreement in writing signed by each of the
parties hereto.

     

    8.6. Governing
Law.  This Release shall be governed by, and enforced in
accordance with, the laws of the State of Illinois, without regard to the
application of the principles of conflicts of laws.

     

    8.7. Counterparts and
Facsimiles.  This Release may be executed, including execution
by facsimile signature, in multiple counterparts, each of which shall be deemed
an original, and all of which together shall be deemed to be one and the same
instrument.

     


    
      
        
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    IN
WITNESS WHEREOF, the Company has caused this Release to be executed by its duly
authorized officer, and the Executive has executed this Release, in each case as
of the date first above written.

     

    
      	 
      	 
      	 
      
	
              GORDON
      E. REICHARD, JR.

            	 
      	
              ISCO
      INTERNATIONAL, INC.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
               
      By:

            	 
      
	 
      	 
      	 
      
	 
      	
               
      Title: