exv10wb






Exhibit 10(b)









Interim Services Agreement



April 23, 2010




Mr. Michael L. Asmussen

President & CEO

Clean Diesel Technologies

10 Middle Street

Suite 1100

Bridgeport, CT 06604



Dear Michael:



SFN Professional Services LLC d/b/a Tatum (“Tatum,” “we,” “us” or “our”) is pleased that Clean
Diesel Technologies (“Company,” “you” or “your”) has selected us to provide you with outsourced
interim services. The services (the “Services”) and fees will be more particularly described on
the Schedule attached hereto and will be provided by the individual resource (the “Tatum Resource”)
identified on such Schedule. Schedules for additional Tatum Resources may be added from time to
time upon the mutual written agreement of the parties. In addition, upon the request of the
Company and the execution of an additional Schedule to this agreement, Tatum will provide search
Services to the Company, all as more particularly described on such Schedule.



Engagement. The Tatum Resource will be one of Tatum’s professionals, and we will be solely
responsible for determining the conditions, terms and payment of compensation and benefits for the
Tatum Resource. You will be solely responsible for providing the Tatum Resource day-to-day
guidance, supervision, direction, assistance and other information necessary for the successful and
timely completion of the Services. Tatum will have no oversight, control, or authority over the
Tatum Resource with respect to the Services. The Company acknowledges that it is solely
responsible for the sufficiency of the Services for its purposes. The Company will designate a
management-level individual to be responsible for overseeing the Services, and the Tatum Resource
will report directly to such individual with respect to the provision of the Services. Unless the
Tatum Resource is acting as an executive officer of the Company and is authorized by the Company to
make such decision, the Company will not permit or require the Tatum Resource to be the ultimate
decision making authority for any material decision relating to your business, including, without
limitation, any proposed merger, acquisition, recapitalization, financial strategy or
restructuring.



Fees and Expenses. You will pay us the fees set forth on the applicable Schedule. In
addition to our standard professional service fees, we will charge an administrative of $500.00 to
cover otherwise unbilled items difficult to estimate such as telephone charges, computer use,
in-house copying, facsimiles, and other internal services. In addition, you will reimburse Tatum
directly for all ordinary and necessary travel and out-of-pocket expenses incurred by Tatum or the
Tatum Resource in connection with this agreement (including any Schedules); provided, however, that
any such expenditure involving travel in excess of $1,000 per trip shall be pre-approved by the
Company to the extent not authorized in a Schedule to this agreement



Payment Terms. Payments to Tatum should be made within 10 days of receipt of invoice by
electronic transfer in accordance with the instructions set forth below or such alternative
instructions as provided by us from time to time. Any amounts not paid when due may be subject to
a periodic service charge





 









 







equal to the lesser of 1.5% per month and the maximum amount allowed
under applicable law, until such amounts are paid in full, including assessed service charges. In
lieu of terminating this agreement, we may suspend the provision of any Services if amounts owed are not paid in accordance with the terms of this
agreement.




Bank Name and Address: Silicon Valley Bank, 3003 Tasman Drive, Santa Clara, CA 95054

Beneficiary: Tatum

Beneficiary Account Number:

ABA Transit/Routing Number:



Please reference Company name in the body of the payment.



Effective Date and Termination. This agreement will be effective as of the earlier of (i)
the date Tatum begins providing Services to the Company, and (ii) the date of the last signature to
this agreement as indicated on the signature page. In the event that a party commits a breach of
this agreement (including any Schedule) and fails to cure the same within 10 days following
delivery by the non-breaching party of written notice specifying the nature of the breach, the
non-breaching party may terminate this agreement or the applicable Schedule effective upon written
notice of such termination. The termination rights set forth in this Section are in addition to
and not in lieu of the termination rights set forth in each of the Schedules.



Hiring the Tatum Resource Outside of a Tatum Agreement. If, at any time during the
time frame in which a Tatum Resource is providing Services to the Company and for a period of
12-months thereafter, other than in connection with this agreement or another Tatum agreement, the
Company or any of its subsidiaries or affiliates employs such Tatum Resource, or engages such Tatum
Resource as an independent contractor, the Company will pay Tatum a placement fee in an amount
equal to 35% of the Annualized Compensation (as defined below). “Annualized Compensation” is
defined as salary, incentive, signing and other bonuses, equity compensation, and any other
compensation that may be earned by the Tatum Resource during the first 12 months of service with
the Company (or its subsidiary or affiliate) regardless of when or if such compensation is
actually paid. The placement fee shall be due upon the commencement of the Tatum Resource’s
employment or engagement with the Company (or its subsidiary or affiliate).



Warranties and Disclaimers. We disclaim all representations and warranties, whether
express, implied or statutory, including, but not limited to any warranties of quality,
performance, merchantability, or fitness of use or purpose. Without limiting the foregoing, we
make no representation or warranty with respect to the Tatum Resource or the Services provided
hereunder, and we will not be responsible for any action taken by you in following or declining to
follow any of the Tatum Resource’s advice or recommendations. The Services provided by Tatum and
the Tatum Resource hereunder are for the sole benefit of the Company and not any unnamed third
parties. The Services will not constitute an audit, review, opinion, or compilation, or any other
type of financial statement reporting or attestation engagement that is subject to the rules of the
AICPA or other similar state or national professional bodies or laws and will not result in an
opinion or any form of assurance on internal controls.



Limitation of Liability; Indemnity.




     (a) Tatum’s liability in any and all categories and for any and all causes arising under this
agreement, whether based in contract, tort, negligence, strict liability or otherwise, will, in the
aggregate, not exceed the actual fees paid by you to us over the previous two months’ of the
agreement with respect to the Tatum Resource from whom the liability arises. In no event will we
be liable for incidental, consequential, punitive, indirect or special damages, including, without
limitation, interruption or loss of business, profit or goodwill. As a condition for recovery of
any liability, you must assert any claim against us within three months after discovery or 60 days
after the termination or expiration of the applicable Schedule under which the liability arises,
whichever is earlier.



 









 





     (b) You agree to indemnify us and the Tatum Resource to the full extent permitted by law for
any losses, costs, damages, and expenses (including reasonable attorneys’ fees), as they are
incurred, in connection with any cause of action, suit, or other proceeding arising in connection
with the Tatum Resource’s services to you, other than losses, costs, damages and expenses arising out of our
or the Tatum Resource’s gross negligence or willful misconduct.



     (c) We agree to indemnify you to the full extent permitted by law for any losses, costs,
damages, and expenses (including reasonable attorneys’ fees), as they are incurred, in connection
with any cause of action, suit, or other proceeding by the Tatum Resource against the Company for
monies or property in the nature of compensation or with respect to any Company benefit plan or
with respect to any issue relating to employment tax withholding, but only to the extent such cause
of action, suit or other proceeding is for the time frame the Tatum Resource was providing services
to the Company under this agreement.


Insurance.




     If the Tatum Resource is serving as an officer or executive of the Company, the Company
will provide Tatum or the Tatum Resource with written evidence that the Company maintains
directors’ and officers’ insurance covering the Tatum Resource in an amount reasonably acceptable
to the Tatum at no additional cost to the Tatum Resource, and the Company will maintain such
insurance at all times while this agreement remains in effect. Furthermore, the Company will
maintain such insurance coverage with respect to occurrences arising during the term of this
agreement for at least five years following the termination or expiration of the applicable
Schedule or will purchase a directors’ and officers’ extended reporting period or “tail” policy to
cover the Tatum Resource for such five year time period.


Governing Law, Arbitration and Witness Fees.




     (a) This agreement will be governed by and construed in accordance with the laws
of the State of New York, without regard to conflicts of laws provisions.



     (b) If the parties are unable to resolve any dispute arising out of or in
connection with this agreement, the parties agree and stipulate that any such disputes will be
settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association (“AAA”). The arbitration will be conducted in the New York, New York
office of the AAA by a single arbitrator selected by the parties according to the rules of the AAA,
and the decision of the arbitrator will be final and binding on both parties. In the event that
the parties fail to agree on the selection of the arbitrator within 30 days after either party’s
request for arbitration under this Section, the arbitrator will be chosen by the AAA. The
arbitrator may in his or her discretion order documentary discovery but will not allow depositions
without a showing of compelling need. The arbitrator will render his or her decision within 90
days after the call for arbitration. Judgment on the award of the arbitrator may be entered in and
enforced by any court of competent jurisdiction. The arbitrator will have no authority to award
damages in excess or in contravention of this agreement and may not amend or disregard any
provision of this agreement, including this section. Notwithstanding the foregoing, either party
may seek appropriate injunctive relief from any court of competent jurisdiction, and Tatum may
pursue payment of any unpaid amounts due under this agreement through any court of competent
jurisdiction.



     (c) In the event any professional of Tatum (including, without limitation, any
Tatum Resource) is requested or authorized by you or is required by government regulation,
subpoena, or other legal process to produce documents or appear as witnesses in connection with any
action, suit or other proceeding initiated by a third party against you or by you against a third
party, you will, so long as Tatum is not a party to the proceeding in which the information is
sought, reimburse Tatum for its professional’s time (based



 









 







on customary rates) and expenses, as
well as the reasonable fees and expenses of its counsel, incurred in responding to such requests.
This provision is in addition to and not in lieu of any indemnification obligations the Company may
have under this agreement.


Miscellaneous.




     (a) This agreement together with all Schedules constitutes the entire agreement
between the parties with regard to the subject matter hereof and supersedes any and all agreements,
whether oral or written, between the parties with respect to its subject matter. No amendment or
modification to this agreement will be valid unless in writing and signed by both parties.



     (b) If any portion of this agreement is found to be invalid or unenforceable, such
provision will be deemed severable from the remainder of this agreement and will not cause the
invalidity or unenforceability of the remainder of this agreement, except to the extent that the
severed provision deprives either party of a substantial portion of its bargain.



     (c) Neither party will be deemed to have waived any rights or remedies accruing
under this agreement unless such waiver is in writing and signed by the party electing to waive the
right or remedy. The waiver by any party of a breach or violation of any provision of this
agreement will not operate or be construed as a waiver of any subsequent breach of such provision
or any other provision of this agreement.



     (d) Neither party will be liable for any delay or failure to perform under this
agreement (other than with respect to payment obligations) to the extent such delay or failure is a
result of an act of God, war, earthquake, civil disobedience, court order, labor dispute, or other
cause beyond such party’s reasonable control.



     (e) You may not assign your rights or obligations under this agreement without the
express written consent of Tatum, which consent shall not unreasonably be withheld, delayed or
conditioned. Nothing in this agreement will confer any rights upon any person or entity other than
the parties hereto and their respective successors and permitted assigns and the Tatum Resources.




     (f) The expiration or termination of this agreement or any Schedule will not
destroy or diminish the binding force and effect of any of the provisions of this agreement or any
Schedule that expressly, or by reasonable implication, come into or continue in effect on or after
such expiration or termination, including, without limitation, provisions relating to payment of
fees and expenses (including witness fees and expenses and liquidated damage fees), governing law,
arbitration, limitation of liability and indemnity.



     (g) You agree to reimburse Tatum for all costs and expenses (including, without
limitation, reasonable attorneys’ fees, court costs and arbitration fees) incurred by Tatum in
enforcing collection of any monies due under this agreement.



     (h) You agree to allow us to use the Company’s logo and name on Tatum’s website
and other marketing materials for the sole purpose of identifying the Company as a client of Tatum.
Tatum will not use the Company’s logo or name in any press release or general circulation
advertisement without the Company’s prior written consent, which may be granted or withheld in the
Company’s sole discretion.


We appreciate the opportunity to serve you and believe this agreement accurately reflects our
mutual understanding of the terms upon which the Services will be provided. We would be pleased to
discuss this agreement with you at your convenience. If the foregoing is in accordance with your
understanding, please sign a copy of this agreement and return it to my attention.




 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	Sincerely,	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SFN Professional Services LLC d/b/a Tatum	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	/s/ Robert B. Harman	 	 	 	 	 	 	 	 	 	 
	Robert B. Harman	 	 	 	 	 	 	 	 	 	 
	Managing Partner	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Accepted and agreed:	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Clean Diesel Technologies	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ C.W. Grinnell	 	 	 	By:	 	/s/ Michael L. Asmussen	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Charles W. Grinnell
	 	 	 	 	 	By:
	 	Michael L. Asmussen	 	 
	 

	 	Title:
	 	Vice President
	 	 	 	 	 	Title:
	 	President & CEO	 	 
	 

	 	Date:
	 	4/23/10
	 	 	 	 	 	Date:
	 	4/23/10	 	 






 









 






Schedule 1 to Interim Services Agreement




     This Schedule is entered into in connection with that certain Interim Services Agreement,
dated April 22, 2010 (the “Agreement”), by and between SFN Professional Services LLC d/b/a Tatum
(“Tatum,” “we,” “us” or “our”) and Clean Diesel Technologies (“Company,” “you” or “your”) and will
be governed by the terms and conditions of the Agreement.


Tatum Resource Name: John (Jack) Wynne



Service Description or Position: Vice President, Treasurer and Interim CFO of the Company and
shall act for the Company as its Principal Financial and Accounting Officer and in that capacity
will execute all certifications required by the Sarbarnes Oxley Act of 2002.”



Company Supervisor: CEO



Start Date: o/a April 26, 2010



Minimum Term: Three months




Termination:




     (a) During the minimum term set forth above, either party may terminate this
Schedule by providing the other party a minimum of 30 days’ advance written notice and such
termination will be effective as of the date specified in such notice, provided that such date is
no earlier than 30 days after the date of delivery of the notice. Tatum will continue to provide,
and the Company will continue to pay for, the Services until the termination effective date.



     (b) After the minimum term set forth above, either party may terminate this
Schedule by providing the other party a minimum of 15 days’ advance written notice and such
termination will be effective as of the date specified in such notice, provided that such date is
no earlier than 15 days after the date of delivery of the notice. Tatum will continue to provide,
and the Company will continue to pay for, the Services until the termination effective date.



     (c) Tatum may terminate this Schedule immediately upon written notice to the
Company if: (i) the Company is engaged in or asks Tatum or any Tatum Resource to engage in or
ignore any illegal or unethical activity; (ii) the Tatum Resource ceases to be a professional of
Tatum for any reason; (iii) the Tatum Resource becomes disabled; or (iv) the Company fails to pay
any amounts due to us under the Agreement when due. For purposes of this Agreement, disability
will be defined by the applicable policy of disability insurance or, in the absence of such
insurance, by Tatum’s management acting in good faith. Notwithstanding the foregoing, in lieu of
terminating this Schedule under (ii) and (iii) above, upon the mutual agreement of the parties, the
Tatum Resource may be replaced by another Tatum professional.



     (d) Notwithstanding anything contained in the Agreement or this Schedule to the
contrary, the Company may at anytime by action of its Board of Directors immediately and without
notice terminate the appointment of the Tatum Resource and the Agreement and this Schedule for
Cause as defined in that certain Personal Services Agreement, dated on or about the date hereof,
between the Company and the Tatum Resource.



     (e) The termination rights set forth in this section are in addition to and not
in lieu of the termination rights set forth in the Agreement.



 









 




Fees: You will pay to Tatum a fee of $35,000 a month for the Tatum Resource. The fees will be
prorated for the first and final fee period based on the number of days in such period. The
monthly fee includes allowance for holidays, personal and sick days, and vacation for the Tatum
Resource consistent with the Company’s policy as it applies to similarly situated employees of the
Company. In the event you terminate this Schedule prior to the expiration of the Minimum Term
other than for the Tatum Resource’s material failure to perform the obligations of his or her
position with the Company, provided the Tatum Resource fails to cure such breach within 10 days
after receipt of written notice of such breach, you agree to pay to Tatum upon the termination of
this Schedule a lump sum amount equal to the difference between the fees actually paid and the fees
that should have been paid.



In addition, you will pay Tatum a fee of $300.00 an hour for time incurred in connection with this
Schedule by a member of Tatum’s leadership team for resource coordination, attending meetings with
Company personnel, assisting the Tatum Resource with Company issues, and other matters requiring
the assistance of Tatum leadership, when required, in the reasonable judgment of the Chief
Executive Officer of the Company.



Billings: Tatum will bill for Services in advance of the provision of such Services as follows:



Upon Execution of this Schedule: $35,500 which is inclusive of the administrative fee. On the 1st
and 15th day of each month: $17,750 which is inclusive of the administrative fee. If
necessary, Tatum will true up advance billings with the next subsequent billing. Out-of-pocket
expenses will be billed at actual cost.



In the event of a conflict between the terms and conditions of this Schedule and the Agreement, the
terms and conditions of the Agreement will control.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	SFN Professional Services LLC d/b/a Tatum	 	 	 	Clean Diesel Technologies	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Robert B. Harman	 	 	 	By:	 	/s/ C. W. Grinnell	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Name:	 	Robert B. Harman	 	 	 	 	 	Name:	 	Charles W. Grinnell	 	 
	 
	 	Title:	 	Managing Partner	 	 	 	 	 	Title:	 	Vice President	 	 
	 
	 	Date:	 	4/23/10	 	 	 	 	 	Date:	 	4/23/10	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	By:	 	/s/ Michael L. Asmussen	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	Name:	 	Michael L. Asmussen	 	 
	 
	 	 	 	 	 	 	 	 	 	Title:	 	President & CEO	 	 
	 
	 	 	 	 	 	 	 	 	 	Date:	 	4/23/10	 	 






 









 






SCHEDULE 2 -PERSONAL SERVICES AGREEMENT




Clean Diesel Technologies, Inc. — John Wynne



     AGREEMENT made as of the date set forth below by and between John B. Wynne, of 79 Under Cliff
Road, Trumbull CT 06611 (“Executive”) and Clean Diesel Technologies, Inc., a Delaware corporation
(the “Company”), having a place of business at Suite 1100, 10 Middle Street, Bridgeport, CT 06604.



     WHEREAS, the Company is entering into an Interim Services Agreement with SFN Professional
Services LLC d/b/a Tatum (“Tatum”) for the provision to the Company of the services of Wynne
described below;



     NOW THEREFORE, Wynne and the Company agree, as follows:


1. Interim Services Agreement: This Agreement is in all respects subject to that Interim
Services Agreement dated as of April 19, 2010, including the Schedules attached thereto which is
incorporated by reference herein (“Interim Agreement”). Defined terms in the Interim Agreement
shall have the same meaning herein, except as otherwise provided. This Agreement shall terminate
upon the termination of the Interim Agreement, except for the continuing obligations set out below.



2. Scope of Work; Title: Effective April 23, 2010, Executive shall act as Vice President,
Treasurer and Interim Chief Financial Officer of the Company, having been elected such by the Board
of Directors of the Company (“Board”) on April 19, 2010, subject to the execution and delivery of
the Interim Agreement by Tatum and the Company. In such capacity, Executive shall on a full-time
basis act as the Company’s principal financial and accounting officer and direct all of Executive’s
efforts toward the duties assigned Executive by the Board and the Chief Executive Officer of the
Company. “Full time” shall mean no outside business activities without the Company’s prior consent.
Executive’s place of work shall be the Company’s corporate headquarters at the above address.



3. Compensation and Expenses: Executive’s compensation and reimbursable expenses are
entirely provided for by Tatum which has furnished Executive’s services to the Company. The Company
shall pay the fees and other amounts to Tatum as are provided in the Interim Agreement and no other
amounts. Executive is not entitled to compensation or expense reimbursement directly from the
Company and waives any claim to such compensation or reimbursement. Executive is not entitled to
participate in and waives participation in any of the benefit and welfare plans of the Company.
Executive shall make provision or shall cause Tatum to make provision for his own income and
employment taxes as may be applicable and Company shall have no liability for withholding any such
taxes



4. Termination of Appointment For Cause. Notwithstanding anything provided for in the
Interim Agreement, the Company may at any time terminate this Agreement and the Interim Agreement
and all Schedules thereto and the appointment of Executive as Vice President, Treasurer and CFO for
Cause. “Cause” shall mean, as determined by the Board in its sole discretion, conviction of
Executive under, or a plea of guilty by the Executive to, any charge which would constitute a
felony under the laws of Connecticut, regardless of jurisdiction; any instance of fraud,
embezzlement, self-dealing, insider trading or similar malfeasance with respect to the Company
regardless of the amount involved; any instance of material disloyalty, insubordination, or
disparagement of the Company to an outside party; or any instance of substance abuse of a
controlled substance or, otherwise, a pattern of substance abuse which limits Executive’s
performance of Executive’s duties.



5. Discoveries and Inventions: All patentable and unpatentable inventions, discoveries
and ideas which are made or conceived or reduced to practice by


 









 






 Executive during the term of
Executive’s employment, and which are based upon or arise out of Executive’s services hereunder (“Developments”) are or shall become the Company’s
property. Executive agrees to disclose promptly to the Company each such Development and, upon the
Company’s request and at its expense, Executive will assist the Company, or its designee, in making
application for Letters Patent, Trade or Service Marks or Copyrights in any country in the world.
Executive further agrees, at no expense to Executive, to execute all papers and do all things which
may be necessary or advisable to prosecute such applications, and to transfer to and vest in the
Company, or its designee, all the right, title and interest in and to such Developments, and all
applications for patents and Letters Patent, Trademarks and Service Marks and Copyrights issued
thereon. If for any reason Executive is unable to effectuate a full assignment of any such
Development, Executive agrees to transfer to the Company, or its designee, Executive’s transferable
rights, whether they be exclusive or non-exclusive, or as a joint inventor or partial owner of the
Development. No action or inaction by the Company shall in any event be construed as a waiver or
abandonment of its rights to any such Development except an instrument in writing assigned by an
authorized official of the Company by which it specifically states it intends to be bound in such
respect.



6. Proprietary Information: Executive will not at any time, either during the term of this
Agreement or thereafter, disclose to others, or use for Executive’s own benefit or the benefit of
others, any of the Developments or any confidential, proprietary or secret information owned,
possessed or used by the Company or any of its subsidiaries or affiliates (collectively,
“Proprietary Information”), which, by way of illustration, but not limitation, includes devices,
structures, machines, data, know-how, business opportunities, marketing plans, forecasts,
unpublished financial statements, budgets, licenses and information concerning prices, costs,
Executives, customers and suppliers. Executive’s undertakings and obligations under this Paragraph
7 will not apply to any Proprietary Information which: (a) is or becomes generally known to the
public through no action on the part of the Executive or (b) is generally disclosed to third
parties by the Company or any of its subsidiaries or affiliates without restriction on such third
parties. Upon termination of this Agreement or at any other time upon request, Executive will
promptly deliver to the Company all keys, notes, memoranda, notebooks, computers, computer disks or
drives, drawings, designs, three dimensional figures, photographs, layouts, diagrams, records,
reports, files and other documents (and all copies or reproductions of such materials) in
Executive’s possession or under Executive’s control, whether prepared by him or others, which
contain Proprietary Information. Executive acknowledges that this material is the sole property of
the Company or a subsidiary or an affiliate of the Company.



7. Continuing Obligations: The Executive’s covenants set forth above in Sections 5 and 6
shall continue according to their terms following the termination of this Agreement. Termination of
Executive’s employment for any reason shall constitute termination of this Agreement.



8. Governing Law; Waiver of Trial by Jury; Equitable Remedies. This Agreement, the
interpretation hereof and the resolution of any and all disputes directly between the Company and
Executive shall be governed by and interpreted under Connecticut law and shall be determined in
arbitration as provided by the Interim Agreement but in Bridgeport Connecticut. In the event of any
judicial proceeding in any jurisdiction the parties waive trial by jury. The parties further agree
that any violations of Executive’s covenants set forth in Sections 5 and 6 above may cause
irreparable harm to the Company which harm is not capable of accurate determination and for which
the remedy of damages may be insufficient. Accordingly, in any proceeding to enforce the Company’s
rights under such Sections 5 and 6 the Company may seek, in addition to


 









 






 damages, equitable remedies
such as injunctions, temporary injunctions and restraining orders and the parties hereby waive any requirement of bond in any such proceeding or
in any appeal therefrom.




     13. Notices. All notices hereunder shall be in writing and shall be deemed effective
upon receipt, if hand delivered, or if sent by facsimile and acknowledged electronically, or by
courier and receipted on delivery. Notices by mail shall be deemed received on receipt, if sent
first class or priority mail postage prepaid return receipt requested and the sender shall have the
signed receipt. Otherwise notices shall be deemed effective five (5) days after transmission. In
each case notices shall be transmitted to the address first given above or such other address as
may be given by notice as provided herein.



          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.




	 	 	 	 	 
	EXECUTIVE 	CLEAN DIESEL TECHNOLOGIES, INC.

 	 
	 	/s/ Michael L. Asmussen
 	 
	Name:  John Wynne 	Name:  	Michael L. Asmussen 	 
	 	 	President & CEO 	 
	Date: April 23, 2010 	Date:  	
April 26, 2010 	 
	 
	 	 	 
	 	                                /s/ C.W. Grinnell
 	 
	 	Name:  	Charles W. Grinnell 	 
	 	 	Vice President and Secretary

	 
	 	Date: 	April 26, 2010