exv10w15



 




Exhibit
10.15




CONFIDENTIAL SEPARATION AGREEMENT

AND GENERAL RELEASE OF CLAIMS



1. Rudy W. Mui (“Employee”) is currently employed by RAE Systems Inc. (the “Company”) as its Chief
Operating Officer pursuant to the terms of an at-will offer letter dated December 29, 2003. The
Company has decided to terminate its employment relationship with Employee. It is the Company’s
desire to provide Employee with certain benefits that he would not otherwise be entitled to receive
upon his separation from service and to resolve any claims that Employee has or may have against
the Company. Accordingly, Employee and the Company agree as set forth below. This Agreement will
become effective on the eighth day after it is signed by Employee (the “Effective Date”), provided
that Employee has not revoked this Agreement (by written notice to Robert I. Chen at the Company)
prior to that date.



2. Employee’s employment relationship with the Company will be terminated on February 25, 2008 (the
“Termination Date”).



3. The Company shall provide Employee with the following benefits after this Agreement becomes
effective:




          (a) A severance payment equal to $65,000.00, four months’ pay at Employee’s final base pay
rate (annual base salary of $195,000.00) and less applicable withholding, payable in a lump sum
shortly following the Effective Date;




          (b) Additional severance payments based on the Employee’s final base salary rate payable in
substantially equal payments in accordance with the Company’s normal payroll schedule. Each such
payment would be equal to $7,500.00, less applicable withholdings, beginning on the Company’s first
payday following the Effective Date and continuing until the earlier of: (i)  October 25, 2008, or
(ii) the date Employee becomes employed by another employer (the “Severance Period”);




          (c) Outplacement services to be provided by the Company up to an amount not to exceed
$5,000.00. The Employee may select the outplacement service provider and the Company shall pay
said service provider direct.




          (d) If Employee was covered under the Company’s group health plan as of the Termination Date
and he timely elects to continue his group coverage, pursuant to federal/state law (COBRA), the
Company will reimburse Employee for the applicable COBRA premiums for one month and issue employee
a one-time settlement payment of $1,508.16 for three months COBRA premiums.



Employee understands that as of his Termination Date, he will be paid all wages and accrued, unused
vacation that Employee earned during his employment with the Company through the Termination Date.
Employee understands and acknowledges that he shall not be entitled to any payments or benefits
from the Company other than those expressly set forth in this paragraph 3.




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4. Employee and his successors and assigns release the Company and its related entities, past and
present affiliates, shareholders, investors, directors, officers, employees, agents, attorneys,
insurers, legal successors and assigns (the “Released Parties”) of and from any and all claims,
actions and causes of action, whether now known or unknown, which Employee now has, or at any other
time had, or shall or may have against those Released Parties based upon or arising out of any
matter, cause, fact, thing, act or omission whatsoever occurring or existing at any time up to and
including the Termination Date, including, but not limited to, any claims of breach of contract,
wrongful termination, retaliation, fraud, defamation, infliction of emotional distress or national
origin, race, age, sex, sexual orientation, disability or other discrimination or harassment under
the Civil Rights Act of 1964, the Age Discrimination In Employment Act of 1967, as amended, (the
“ADEA”), the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Fair
Employment and Housing Act or any other applicable law. However, this Release is not intended to
bar any claims that, by statute, may not be waived, such as claims for workers’ compensation
benefits, unemployment insurance benefits and any challenges to the validity of Employee’s release
of claims under the ADEA as set forth in this Agreement



5. Employee acknowledges that he has read section 1542 of the Civil Code of the State of
California, which states in full:




A general release does not extend to claims which the creditor does not know
or suspect to exist in his or her favor at the time of executing the
release, which if known by him or her must have materially affected his or
her settlement with the debtor.


Employee waives any right which he has or may have under section 1542 to the full extent that he
may lawfully waive such rights pertaining to this general release of claims.



6. This Agreement is intended to satisfy the requirements of the Older Workers’ Benefit Protection
Act, 29 U.S.C. sec. 626(f). Employee, by this Agreement, is advised to consult with an attorney
before executing this Agreement.




          Employee acknowledges and agrees that (a) Employee has read and understands the terms of this
Agreement; (b) Employee has been advised in writing to consult with an attorney before executing
this Agreement; (c) that Employee has obtained and considered such legal counsel as Employee deems
necessary; (d) that Employee has been given up to twenty-one (21) days to consider whether or not
to enter into this Agreement (although Employee may elect not to use the full 21 day period at
Employee’s option); and (e) that by signing this Agreement, Employee acknowledges that Employee
does so freely, knowingly, and voluntarily.




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          This Agreement shall not become effective or enforceable until the eighth day after Employee
signs this Agreement. In other words, Employee may revoke Employee’s acceptance of this Agreement
within seven (7) days after the date Employee signs it. Employee’s revocation must be in writing
and received by Robert I. Chen by 5:00 p.m. Pacific Time on the seventh day in order to be
effective. If Employee does not revoke acceptance within the seven (7) day period, Employee’s
acceptance of this Agreement shall become binding and enforceable on the eighth day (“Effective
Date”). The benefits described above shall become due and payable in accordance with paragraph 3,
provided this Agreement has not been revoked.




          This Agreement does not waive or release any rights or claims that Employee may have under the
Age Discrimination in Employment Act that arise after the execution of this Agreement. In
addition, this Agreement does not prohibit Employee from challenging the validity of this
Agreement’s waiver and release of claims under the Age Discrimination in Employment Act of 1967, as
amended.



7. Employee acknowledges and agrees that he shall continue to be bound by and comply with the terms
of any proprietary rights, assignment of inventions and/or confidentiality agreements between the
Company and Employee. On or before the Effective Date, Employee will return to the Company, in
good working condition, all Company property and equipment that is in Employee’s possession or
control, including, but not limited to, any files, records, computers, computer equipment, cell
phones, credit cards, keys, programs, manuals, business plans, financial records, and all documents
(and any copies thereof) that Employee prepared or received in the course of his employment with
the Company.



8. Employee agrees that he shall not directly or indirectly disclose any of the terms of this
Agreement to anyone other than his immediate family or counsel, except as such disclosure may be
required for accounting or tax reporting purposes or as otherwise may be required by law. Employee
further agrees that he will not, at any time in the future, make any critical or disparaging
statements about the Company, its products, services or its employees, unless such statements are
made truthfully in response to a subpoena or other legal process. The Company agrees, through its
officers and directors, that it will not, at any time in the future, make critical or disparaging
statements about the Employee, unless such statements are made truthfully in response to a subpoena
or other legal process. In response to inquiries from prospective employers regarding Employee,
the Company will provide no information other than Employee’s date of employment and positions held
with the Company which is in accordance with the Company’s policy and if the Employee requests such
in writing, the Company will confirm Employee’s final base salary.



9. Employee agrees that for a period of one (1) year following the Termination Date, he will not,
on behalf of himself or any other person or entity, directly or indirectly solicit any employee of
the Company to terminate his employment with the Company.




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10. The Employee shall not interfere with the Company’s relationships with current or prospective
employees, suppliers, customers, investors or business partners known or disclosed to the Employee
during the course of Employee’s employment with the Company. Specifically, the Employee agrees
Employee will not act in any manner that Employee knows or reasonably should know will result in
damage to the business or reputation of the Company.



11. In the event of any legal action relating to or arising out of this Agreement, the prevailing
party shall be entitled to recover from the losing party its attorneys’ fees and costs incurred in
that action.



12. Employee and the Company understand and acknowledge that this Agreement constitutes a
compromise and settlement of disputed claims. No action taken by the parties hereto, or either of
them, either previously or in connection with this Agreement, shall be deemed or construed to be
(a) an admission of truth or falsity of any claims heretofore made or (b) an acknowledgement or
admission by either Party of any fault or liability whatsoever to the other party or to any third
party.



13. Each party represents that it has been advised of its right to consult with an attorney and to
seek legal representation of its choosing in the execution of this Agreement, and has carefully
read and understands the scope and effect of the provisions of this Agreement. Neither party has
relied upon any representations or statements made by the other party hereto which are not
specifically set forth in this Agreement.



14. The parties intend that all amounts payable pursuant to this Agreement shall not be subject to
Section 409A of the Internal Revenue code of 1986, as amended (the “Code”) pursuant to the
“short-term deferral” exemption (and other applicable exemptions) provided through the Treasury
Regulations promulgated under Section 409A of the Code. The provisions of this Agreement will be
interpreted and construed in a manner consistent with this intent. However, the Company does not
guarantee any particular tax effect for payments made to Employee under this Agreement. In any
event, except for the Company’s responsibility to withhold applicable income and employment taxes
from compensation paid or provided to Employee, the Company shall not be responsible for the
payment of any applicable taxes on compensation paid or provided to Employee pursuant to this
Agreement



15. This Agreement constitutes the entire agreement between the parties with respect to the subject
matter hereof and supersedes all prior negotiations and agreements, whether written or oral, with
the exception of any stock option agreements between the parties and any agreements described in
paragraph 7. This Agreement may be modified or amended only with the written consent of Employee
and an authorized officer of the Company, provided, however, that the Company may amend or modify
this Agreement in order to comply with the provisions of Section 409A of the Code (or any
applicable exemption from Section 409A of the Code), to the extent applicable. No oral waiver,
amendment or modification will be effective under any circumstances whatsoever.




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EMPLOYEE UNDERSTANDS THAT HE SHOULD CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT
AND THAT HE IS GIVING UP ANY LEGAL CLAIMS HE HAS AGAINST THE PARTIES RELEASED ABOVE BY SIGNING THIS
AGREEMENT. EMPLOYEE ACKNOWLEDGES THAT HE IS SIGNING THIS AGREEMENT KNOWINGLY, WILLINGLY AND
VOLUNTARILY IN EXCHANGE FOR THE BENEFITS DESCRIBED IN PARAGRAPH 3.




	 	 	 	 	 
	 

	 	/s/ Rudy M. Mui	 	 
	 

	 	 

Rudy M. Mui
	 	 
	 
	 	 	 	 
	 

	 	RAE SYSTEMS INC.	 	 
	 
	 	 	 	 
	 

	 	By: /s/ Randall
Gausman
 



	 	 
	Dated: March 4, 2008

	 	Name: Randall Gausman
	 	 
	 

	 	Title: Chief Financial Officer	 	 







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