General Release Agreement



 Exhibit 10.2 
 GENERAL RELEASE AGREEMENT 
 WHEREAS Steven L. Abate (“Abate”) was employed by
Charles & Colvard, Ltd. (“Charles & Colvard”) until February 5, 2009; and 
 WHEREAS, Charles and Colvard
contends Abate was terminated for “Just Cause” as defined by Abate’s Employment Agreement with Charles and Colvard dated December 5, 2007, and, therefore, contends Abate is not entitled to any “Termination Compensation”
as defined by Abate’s Employment Agreement with Charles and Colvard dated December 5, 2007; and 
 WHEREAS, Abate contends he was
terminated without cause and is entitled to “Termination Compensation” as defined by Abate’s Employment Agreement with Charles and Colvard dated December 5, 2007; and 
 WHEREAS, the parties have agreed that all disputes, matters, and things between them are resolved and they have entered into this General Release
Agreement (“Agreement”) to memorialize the agreement they have reached this 27th day of April 2009; 
 NOW, THEREFORE, the Parties
agree as follows: 
 1. Payment. For and in consideration of the promises, releases, and agreements made herein by Abate,
Charles & Colvard agrees to pay Abate the gross sum of Sixty Thousand Four Hundred Sixteen Dollars and Sixty-Eight Cents ($60,416.68), allocated as follows: 
 a) Forty-Eight Thousand Three Hundred Thirty-Three Dollars and Thirty-Four Cents ($48,333.34) to be paid to Steven L. Abate, to be paid in
two payments of Twenty-Four Thousand One Hundred Sixty-Six Dollars and Sixty-Seven Cents ($24,166.67). The first payment of Twenty-Four Thousand One Hundred Sixty-Six Dollars and Sixty-Seven Cents ($24,166.67) will be mailed to the last home address
Charles & Colvard has on record for Abate within 14 days of Charles & Colvard’s receipt of this Agreement, which has been executed by Abate, provided Abate does not revoke his signature as defined in Paragraph 8 of this
Agreement. The second payment of Twenty-Four Thousand One Hundred Sixty-Six Dollars and Sixty-Seven Cents ($24,166.67) will be mailed to the last home address Charles & Colvard has on record for Abate within 30 days after the first payment
of Twenty-Four Thousand One Hundred Sixty-Six Dollars and Sixty-Seven Cents ($24,166.67). These payments to Steven L. Abate as defined in Paragraph 1(a) of this Agreement will be made as wages, and all appropriate tax and other withholdings will be
made from them, and these payments will be reflected on a W-2 issued to Abate. 
 b) Twelve Thousand Eighty-Three Dollars and
Thirty-Four Cents ($12,083.34) to be paid as attorneys’ fees to the law firm of Glenn, Mills, Fisher & Mahoney, P.A., to be paid in two payments of Six Thousand Forty-One Dollars 








 
and Sixty-Seven Cents ($6,041.67). The first payment of Six Thousand Forty-One Dollars and Sixty-Seven Cents ($6,041.67) will be mailed to Glenn, Mills,
Fisher & Mahoney, P.A. within 14 days of the Charles & Colvard’s receipt of this Agreement, which has been executed by Abate, provided Abate does not revoke his signature as defined in Paragraph 8 of this Agreement. The second
payment of Six Thousand Forty-One Dollars and Sixty-Seven Cents ($6,041.67) will be mailed to Glenn, Mills, Fisher & Mahoney, P.A. within 30 days of the first payment of Six Thousand Forty-One Dollars and Sixty-Seven Cents ($6,041.67). No
taxes will be withheld from these payments as defined in Paragraph 1(b) of this Agreement. These payments as defined in Paragraph 1(b) of this Agreement will be reflected on a 1099 issued to Abate. 
 c) In addition to the monetary payments described in Paragraph 1(a) and Paragraph 1(b), Charles & Colvard will not oppose
Abate’s claim for unemployment benefits. 
 Abate understands and agrees that none of the Released Parties, as defined in Paragraph 2 of
this Agreement, including their attorneys, have made any express or implied representations to him with respect to the tax consequences of the payments described in Paragraph 1 of this Agreement. All taxes and other obligations related to the
payment, if any, shall be the sole obligation of Abate. Abate agrees to indemnify, defend, and hold Charles & Colvard and the Released Parties harmless for any taxes, interest, penalties, liens, levies, claims, lawsuits, administrative
actions, or costs associated therewith, including, but not limited to, any legal fees, costs, and disbursements, which are related to or assessed as a result of any treatment of the payment referred to in Paragraph 1(b) of this Agreement.

 2. Release. For and in consideration of the consideration of the payments made by Charles & Colvard as described in
Paragraph 1, the sufficiency of which is hereby acknowledged, Abate agrees, represents, and promises as follows: 
 For himself, his heirs,
and executors, he irrevocably and unconditionally releases and forever discharges to the fullest extent permitted by law, individually and collectively, Charles & Colvard; Charles & Colvard (HK), Ltd.; Guangzhou Charles &
Colvard Trading Limited; Bird Capital Group, Inc. and each of their present and former shareholders, officers, directors (specifically including but not limited to Richard A. Bird) employees, representatives, agents, predecessors, successors,
affiliates, subsidiaries, assigns, any employee benefit plans sponsored or administered by Charles & Colvard, and all persons acting by, through, or in concert with them (all hereinafter collectively referred to as “Released
Parties”), of and from any and all charges, claims, complaints, demands, liabilities, causes of action, losses, costs, or expenses of any kind whatsoever (including related attorneys’ fees and costs), known or unknown, suspected or
unsuspected, that Abate may now have, has ever had, or may have in the future against any one or all of the Released Parties by reason of any act, omission, transaction, or event occurring up to and including the date of this Agreement, including,
but not limited to, claims under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act, the 








 
Employee Retirement Income Security Act of 1974, the Post Civil War Civil Rights Act (42 U.S.C. §§ 1981-88), the Equal Pay Act, The
Occupational Safety and Health Act, the North Carolina Retaliatory Employment Discrimination Act (N.C. Gen. Stat. §§ 95-240 – 95-245), the North Carolina Wage & Hour Act, the Family and Medical Leave Act, the United
States Constitution, and the North Carolina Constitution, all as amended, as well as any other federal, state, or local claim or law relating to wrongful discharge, emotional distress, employment discrimination, or retaliation, or any claims for
breach of contract or breach of any employment agreement. 
 Abate also understands and agrees that this Agreement extinguishes all claims,
whether known or unknown, foreseen or unforeseen, and expressly waives any rights or benefits under any law or judicial decision which provides in substance or effect that a general release does not extend to claims which the creditor does not know
or suspect to exist in his favor at the time of executing the general release. 
 It is expressly understood and agreed by the parties that
this Agreement is in full accord, satisfaction, and discharge of any and all doubtful and/or disputed claims by Abate against the Released Parties, and that this Agreement has been signed with the express intent of extinguishing all claims,
obligations, actions, or causes of action as herein described. 
 Abate acknowledges that he has received all monies due to him from any one
or all of the Released Parties, and is not entitled to any other monies from the Released Parties for any reason, including compensatory damages, punitive damages, or attorneys’ fees, costs, and/or disbursements, known or unknown, asserted or
unasserted claims for lost or unpaid wages and/or severance benefits, claims for damages to reputation, claims for physical, mental, and personal injuries, and resulting emotional distress, pain, and suffering, as well as all other statutory claims,
and/or common law claims and/or contract claims, whether express, implied, oral, or written. 
 Charles & Colvard has no pending
claims against Abate and expressly waives any right to bring claims or causes of action against Abate as a result of the work he performed as an employee and agent of Charles & Colvard. 
 3. No Assignment, and/or Claims, Charges, or Actions. Abate represents that he has no pending lawsuits, charges, or proceedings of any kind
against Charles & Colvard in any forum or before any agency. Abate further represents that he has not assigned to any person and/or entity anything that he releases under this Agreement, and that no other person and/or entity has a right to
anything that he releases under this Agreement. Abate further represents that he has the full right to enter into this Agreement. 
 4.
Full Payment. Abate acknowledges that the payments described herein are full compensation for any claim of discrimination, failure to accommodate, retaliation, wrongful termination, and/or breach of contract, and all claims have been fully
settled and resolved between the parties. 







 5. Confidentiality. Except as otherwise allowed in this paragraph, neither Abate, nor his
respective agents, representatives, successors, and assigns has or will disclose or discuss or cause to be known or cause anyone in privity with them to disclose or discuss, either directly or indirectly, to or with any other person, firm,
corporation, association, organization, or entity the facts and/or terms of this Agreement (including the monetary terms). Abate specifically and explicitly agrees that he has instructed and will continue to instruct Glenn, Mills, Fisher &
Mahoney, P.A. to not disclose or discuss with any person, firm, corporation, association, organization, or entity the facts and/or terms of this Agreement (including the monetary terms). This confidentiality covenant expressly includes but is not
limited to any person or entity that is in any way connected with the media, including, but expressly not limited to, the print media, television, radio, the internet, and/or any other form of dissemination of information to the public.
Notwithstanding the confidentiality covenant in this paragraph of this Agreement, Abate may make disclosure of the monetary terms of this Agreement to: (a) legal counsel; (b) spouse; (c) personal tax or financial advisor; provided
Abate informs said persons of this non-disclosure provision before such discussion, and said persons agree to be bound by this non-disclosure provision; (d) a court of competent jurisdiction when it is necessary evidence in the event of a
lawsuit involving the alleged breach of this Agreement; and/or (e) when he is compelled by order of a court or governmental agency of competent jurisdiction but, before making such disclosure, the individual or entity must be advised of the
confidential nature of the information. Abate agrees and acknowledges that any such prohibited disclosure by him shall constitute a violation of the terms of this Agreement and shall require him to return and forfeit to Charles & Colvard
the payments described in Paragraph 1 of this Agreement. The forfeiture of such monies by Abate shall not relieve Abate of his obligations as recited in this Agreement. If Abate breaches this confidentiality obligation, Charles & Colvard
shall have the right to file a lawsuit against Abate for such breach in the competent court of its choosing; and Abate consents to personal jurisdiction of such court over him for these purposes. Abate further agrees that, if the court concludes
that he violated any provision of the confidentiality obligation in this paragraph, that in addition to any damages awarded against him, he shall be liable to Charles & Colvard for all costs and reasonable attorneys’ fees incurred by
Charles & Colvard in such lawsuit. 
 6. Nondisparagement. Abate represents and agrees that he has not, and will not, except
to the extent required by law, disparage or defame Bird Capital Group, Inc. or Charles & Colvard, any person associated with Bird Capital Group, Inc. or Charles & Colvard, or any programs or products offered by or through Bird
Capital Group, Inc. or Charles & Colvard. Charles & Colvard will not, except to the extent required by law, disparage or defame Abate, and will provide the original signed version of the letter attached as Exhibit A within 10 days
of Abate’s signature on this Agreement, provided that Abate does not revoke his signature as defined in paragraph 8 of this Agreement. Charles & Colvard will also change its personnel records to reflect that Abate’s termination of
employment was due to economic reasons. 
 7. Additional Acknowledgements. Abate acknowledges that: 








	 	•	 	 I have read this Agreement, and I understand its legal and binding effect. I am knowingly and voluntarily executing this Agreement of my own free will.



  

	 	•	 	 The consideration given to me for the claims being released in this Agreement is in excess of any benefits to which I am otherwise entitled.



  

	 	•	 	 No other promises or agreements of any kind have been made to or with me by any person or entity to cause me to sign this Agreement. 



 

	 	•	 	 I have had the opportunity to seek, and Charles & Colvard has expressly advised me to consult with, an attorney and to seek legal counsel prior to signing
this Agreement. 


  

	 	•	 	 I have been given at least 21 days from the date I received this document to consider the terms of this Agreement. 


  

	 	•	 	 I understand that in signing this Agreement, I am releasing the Released Parties from any and all claims I may have against them, including, but not limited to,
claims under the Age Discrimination in Employment Act. 


  

	 	•	 	 The consideration offered to me in this Agreement is in excess of any benefits to which I am otherwise entitled. As of this date, I have received all compensation,
wages, and other remuneration of any kind due to me from Charles & Colvard. I acknowledge that no other wages, compensation, remuneration, monies, or payments of any kind are due to me. 


 8. Revocation of Signature. I understand that, if I am age 40 or more, I can change my mind and revoke my signature on the Agreement within seven
(7) days after signing it by delivering notice of such revocation to Richard A. Bird, CEO at Charles & Colvard, Ltd., 300 Perimeter Park Drive, Suite A, Morrisville, NC 27560. I understand that, unless properly revoked by me during
this seven-day period, this Agreement will become effective on the eighth day after I sign this Agreement. 
 9. Severability. All
provisions of this Agreement are severable, and if any of them is determined to be invalid or unenforceable for any reason, the remaining provisions and portions of this Agreement shall be unaffected thereby and shall remain in full force and effect
to the fullest extent permitted by law. 
 10. No Admission of Liability. The parties to this Agreement agree and acknowledge that
this Agreement does not constitute an admission of liability or wrongdoing on the part of any party to this Agreement. 
 11. No
Reinstatement, Reapplication, or Rehire. To the full extent permitted by law, Abate gives up and releases (waives) any right he may have to reinstatement, rehire, and/or reemployment with Charles & Colvard and/or any entity owned,
operated by, or associated with Charles & Colvard, and he further agrees not to seek and/or 








 
accept employment with Charles & Colvard and/or any entity owned, operated by, or associated with Charles & Colvard. Abate further
understands and agrees that the Released Parties may reject with impunity any application for employment that he may make and treat any such application as a nullity. Abate waives and releases any claims and causes of action he might have otherwise
because of such rejection. Abate further understands and agrees that if the Released Parties discover that they have inadvertently hired Abate, they have the right to terminate him immediately without cause. Abate waives any claims and causes of
action he might have otherwise because of such termination. 
 12. Continuing Obligations. Abate acknowledges and agrees that he
continues to be bound by the provisions of Paragraph 8 “Covenant Not to Compete,” Paragraph 9, “Confidentiality,” and Paragraph 10, “Proprietary Information,” of the Employment Agreement he signed with Charles and
Colvard, a copy of which is attached to this Agreement as Exhibit B. 
 13. Entire Agreement; Persons/Entities Bound by the Agreement.
This Agreement sets forth the entire understanding of the parties to this Agreement. All prior negotiations are merged into this Agreement. All understandings and agreements are expressly set forth herein. No party has made any settlement,
representation, warranty, or other commitment in connection with the issues addressed in this Agreement that has not been expressly set forth herein. No party has relied upon or been induced by any agreement, representation, warranty, or other
commitment from another party that has not been expressly set forth herein. This Agreement shall be binding upon and inure to the benefit of Abate and to the benefit of each of the Released Parties and their respective successors and assigns.

 14. Amendments. No amendment, modification, termination, or waiver of all or any part of this Agreement shall be valid unless the
same is in writing and signed by all parties hereto. 
 15. No Waiver. No failure or delay by any party to enforce any right specified
by this Agreement will operate as a waiver of such right, nor will any single or partial exercise of a right preclude any further or later enforcement of the right. 
 16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of North Carolina. 
 17. Miscellaneous. All executed copies of this Agreement, and photocopies thereof, shall have the same force and effect, and shall be as legally binding and enforceable as the original. 
 18. STEVEN L. ABATE ACKNOWLEDGES AND AGREES THAT HE HAS BEEN ADVISED THIS AGREEMENT IS A BINDING LEGAL DOCUMENT, AND THAT HE HAS HAD ADEQUATE TIME AND
REASONABLE OPPORTUNITY TO REVIEW IT, AND THAT IN EXECUTING THIS AGREEMENT, HE HAS ACTED VOLUNTARILY AND HAS NOT RELIED UPON 








 
ANY REPRESENTATION MADE BY ANY OF THE RELEASED PARTIES OR THEIR REPRESENTATIVES REGARDING THIS AGREEMENT’S SUBJECT MATTER AND/OR EFFECT. 
 THE NEXT PAGE IS THE SIGNATURE PAGE. 







 AGREED AND UNDERSTOOD: 
  

									
	Steven L. Abate	 		 	Charles & Colvard, Ltd.
					
	By:	 	 /s/ Steven L. Abate
	 		 	By:	 	 /s/ George Cattermole

		 	Steven L. Abate	 		 		 	George Cattermole, Chairman
					
	Date:	 	 5/4/09
	 		 	Date:	 	 5/12/09