Exhibit 10.1


TERMINATION
AGREEMENT


This Agreement is between
Kronos Incorporated, a Massachusetts corporation with its principal place of
business at 297 Billerica Road, Massachusetts 01824 (hereafter “Kronos”) and
Joseph DeMartino (“Mr. DeMartino”).


Kronos and Mr. DeMartino
hereby agree as follows:


1.                                       Mr.
DeMartino’s employment with Kronos shall terminate, effective at the end of the
day on the day after the Closing Date, as defined in the Agreement and Plan of
Merger by and among Seahawk Acquisition Corporation, Seahawk Merger Sub
Corporation and Kronos Incorporated dated March 22, 2007, (“Merger Agreement”).  Notwithstanding the foregoing, if the Closing
Date is not before November 30, 2007, Mr. DeMartino’s employment with Kronos
shall terminate effective at the end of the day on November 30, 2007. The date
on which Mr. DeMartino’s employment terminates is referred to as the “Termination
Date.”


2.                                       Until
the Termination Date, Mr. DeMartino will continue to provide services to Kronos
consistent with those he has provided prior to the date of this Agreement while
he transitions his responsibilities as directed by Kronos, Mr. DeMartino will
receive his regular salary for the period ending with his Termination Date but
shall cease to be eligible for any bonus under any bonus program he otherwise
might have participated in during 2007.


3.                                       
If the Closing Date occurs by June 15, 2007, Kronos shall make a lump sum
severance payment to Mr. DeMartino of $1,012,425, less applicable state and
federal tax deductions, within five business days following the Termination
Date; provided that such payment shall be made before December 31, 2007.  If the Closing Date occurs between June 15,
2007 and November 30, 2007, Mr. DeMartino’s lump sum severance shall be offset
by the amount of salary that he earned between June 15, 2007 and the Closing
Date.  If there is a Merger Closing prior
to November 30, 2007, the vesting of all of Mr. DeMartino’s stock awards shall
accelerate per the terms of the Merger Agreement.  If there is no Merger Closing prior to
November 30, 2007 Mr. DeMartino’s stock awards shall vest and be exercisable
solely in accordance with the terms of the 2002 Stock Incentive Plan.


4.                                       Mr.
DeMartino and Kronos agree that the benefits provided under this Agreement
shall be the sole benefits to which he is entitled in connection with his
termination of employment and in connection with the transactions pending under
the Merger Agreement, that the Senior Executive Retention Agreement (“ERA
Agreement”) between Kronos Incorporated and Mr. DeMartino, dated December 8,
2003, is hereby amended and restated as set forth in this Agreement, and that
Mr. DeMartino shall have no benefits and Kronos shall have no liability
whatsoever, under that ERA Agreement.


5.                                       If
Mr. DeMartino elects to enroll in and continue his medical/dental insurance
through COBRA, Kronos shall pay the full cost of such COBRA coverage for up to
twelve (12) months from the date of Mr. DeMartino’s Termination Date. Upon the
conclusion of this 











                                                twelve-month
period, Mr. DeMartino shall pay the full COBRA premium if Mr. DeMartino desires
to continue such COBRA coverage.  COBRA
notification will be mailed to Mr. DeMartino’s home by COBRAServ, Kronos’ third
party COBRA administrator, and participation in these benefits will be
contingent upon Mr. DeMartino’s completion of the enrollment paperwork within
the applicable time frame.  Mr. DeMartino
shall also be paid for all vacation time accrued at Kronos, if any, through his
Termination Date.


6.                                       Mr.
DeMartino and Kronos recognize and agree that Mr. DeMartino is entitled to
twenty-one days to consider the terms of this Agreement and whether he wishes
to agree to it.  Mr. DeMartino
acknowledges that he was given a copy of this Agreement to review and consider
on May 4, 2007, and was given twenty-one days to consider it before he signed
it.  Mr. DeMartino further acknowledges
that if he signs this Agreement at any time during or after this twenty-one day
period, he is doing so knowingly and voluntarily.


7.                                       Mr.
DeMartino and Kronos further recognize and agree that Mr. DeMartino is
entitled, during the seven-day period after he signs this Agreement, to revoke
his acceptance of this Agreement.  The
parties recognize and agree that this Agreement will no longer be effective if
Mr. DeMartino exercises his right to revoke his acceptance during the seven day
period after he signs this Agreement, and that to be effective, such revocation
must be in writing and must be addressed to the Vice President, Human Resources
at Kronos Incorporated, 297 Billerica Road, Chelmsford, Massachusetts
01824.  In the event of such revocation,
Kronos shall be relieved of any and all obligations hereunder.


8.                                       Mr.
DeMartino recognizes that he has been advised by Kronos to consult with an
attorney before he signs this Agreement.


9.                                       Mr.
DeMartino irrevocably and unconditionally releases, remits, acquits and
discharges Kronos, Seahawk Acquisition Corporation, their past and present
parents, subsidiaries, divisions, officers, directors, stockholders, agents,
employees, successors, and assigns (separately and collectively “releasees”)
jointly and individually from any and all claims, known or unknown, which he,
his heirs, successors or assigns have or may have against releasees and any and
all liability which releasees have or may have to him whether denominated
claims, demands, causes of action, obligations, damages, or liabilities arising
from any and all bases, however denominated, including but not limited to any
claims of discrimination under any federal, state or local law, rule or
regulation, including, but not limited to, claims under the Age Discrimination
in Employment Act, 29 U.S.C. ss 621 et. seq., and the Massachusetts Fair
Employment Practices Act, M.G.L. c. 151B ss1 et. seq.  This release relates to claims of Mr.
DeMartino, which exist as of this time. 
This release is for any relief no matter how denominated, including but
not limited to back pay, front pay, compensatory damages, punitive damages, or
damages for pain and suffering.  Mr.
DeMartino further agrees that he will not file or permit to be filed on his
behalf any such claims and will not permit himself to be a member of any class
seeking relief.  Nothing in this release
shall be construed to prevent Mr. DeMartino from assisting in any lawful investigation
of discrimination by any legally empowered government agency.











 


10.                                 Mr.
DeMartino agrees that, in partial consideration for the payment of $1,012,425,
he will make himself available for up to twenty (20) days, at Kronos’
discretion, of providing consulting services to Kronos between his Termination
Date and November 30, 2007. 
Additionally, Mr. DeMartino agrees to cooperate fully with Kronos in the
defense or prosecution of any claims or actions now in existence or which may
be brought in the future against or on behalf of Kronos.  Mr. DeMartino’s full cooperation in
connection with such claims or actions shall include, but not be limited to,
his being available to meet with Kronos counsel to prepare for trial or
discovery or an administrative hearing or alternative dispute resolution and to
act as a witness when requested by Kronos at reasonable times designated by
Kronos.


11.                                 Mr.
DeMartino understands and agrees that as a condition for payment to him of the
monetary consideration herein, he shall not make any false, disparaging or
derogatory statements in public or private to any person or media outlet
regarding Kronos or any of its directors, officers, employees, agents or
representatives or Kronos’ business affairs and financial conditions.


12.                                 Mr.
DeMartino further acknowledges that the only consideration for signing this
Agreement are the terms stated in this Agreement, and that no other promise or
agreements of any kind have been made to him or with him by any person or
entity whatsoever to cause him to sign this Agreement; that he is competent to
execute this Agreement; and that he fully understands the meaning and intent of
this Agreement.


13.                                 Mr.
DeMartino agrees not to divulge the terms of this Agreement to anyone except
his immediate family (wife, children, brothers, sisters, parents) and his
attorney.


14.                                 Mr.
DeMartino agrees to abide by all of the terms and conditions of the Proprietary
Rights and Confidentiality Agreement dated August 17, 1998 (copy attached),
including, but not limited to, the restrictions on post-employment competition
stated in section 4(a) of that Proprietary Rights and Confidentiality
Agreement.


15.                                 Mr.
DeMartino agrees that the forfeiture provisions in section 3 of his Restricted
Stock Unit Agreement, dated November 16, 2006, and section 7 of his
Nonstatutory Stock Option Agreements, dated November 21, 2003, November 22,
2004 and December 5, 2005, shall be in full force and effect as a result of his
termination of employment.  Accordingly,
if, within twenty four (24) months of his termination from employment, Mr.
DeMartino (i) accepts employment with any competitor of, or otherwise engages
in competition with, Kronos, or (ii) attempts directly or indirectly to induce
any employee of Kronos to accept employment elsewhere, the Board of Directors,
in its sole discretion, may require Mr. DeMartino to return, or (if not
received) to forfeit, to Kronos the economic value of his stock awards which is
realized or obtained (measured at the date of exercise or vesting) by Mr. DeMartino
during the twelve (12) months prior to the date of his termination of
employment with Kronos, including the economic value resulting from the
acceleration of vesting of Mr. DeMartino’s stock awards per the terms of the
Merger Agreement.  For the avoidance of
doubt, Mr. DeMartino agrees that any economic value of his stock awards which
is realized or obtained on the date of his termination of his employment shall
also be subject to the above forfeiture provisions.











 


16.                                 Mr.
DeMartino shall be responsible for all tax and other obligations due with
respect to amounts paid to him under this Agreement. It is intended that all
payments made under the terms of this agreement comply with or come within
exceptions to Section 409A of the Internal Revenue Code of 1986, as amended (“Section
409A”) and shall be interpreted and administered in accordance with that
intention. Notwithstanding the foregoing, Kronos shall not be liable for any
failures under this Section 17 that result in the payment of any taxes or other
amounts due under the terms of Section 409A. 
To the extent any amount subject to Section 409A is to be paid or
provided to Mr. DeMartino in connection with a separation from service at a
time when he is considered a specified employee within the meaning of Section
409A then such payment shall not be made until the date that is six months and
one day following such separation from service, or in a lump sum upon his
earlier death.


17.                                 This
Agreement shall be governed by Massachusetts law and is binding upon and shall
inure to the benefit of the parties and their respective agents, assigns,
heirs, executors and successors.  The
parties agree to submit to the exclusive jurisdiction of the Massachusetts
courts.


18.                                 If
any provision of this Agreement is determined by a court of competent
jurisdiction to be illegal or invalid, the validity of the remaining provisions
shall not be affected thereby and said illegal provisions shall be deemed not
to be part of this Agreement.


I hereby acknowledge that I have taken a sufficient amount of time to
carefully and thoroughly review this Agreement, that I have read this Agreement
and understand all of its terms and conditions and that I have signed this
Agreement of my own free will and not under any duress from any representative
of the company or any other person.  I
hereby waive any claim for reinstatement by Kronos to my former position in
consideration of the severance to be paid to me pursuant to this Agreement.


	
  AGREED TO AND ACCEPTED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MR. JOSEPH
  DEMARTINO

  	
   

  	
  KRONOS INCORPORATED

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  Joseph DeMartino

  	
   

  	
  By: 

  	
  Aron J. Ain

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date: 

  	
  5/23/07

  	
   

  	
  Title: 

  	
  CEO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date: 

  	
  5/23/07