TO ANY RIGHTS OR CLAIMS THAT MAY ARISE UNDER THE ADEA AFTER
THE DATE OF EXECUTION OF THIS AGREEMENT;
(C)
THE PAYMENTS AND OTHER CONSIDERATION THAT ARE BEING PROVIDED
TO EXECUTIVE ARE OF SIGNIFICANT VALUE AND ARE IN ADDITION TO WHAT EXECUTIVE
OTHERWISE WOULD BE ENTITLED;
(D)
EXECUTIVE IS BEING ADVISED IN WRITING TO CONSULT WITH AN
ATTORNEY BEFORE SIGNING THIS AGREEMENT;
6
(E)
EXECUTIVE IS BEING GIVEN A PERIOD OF TWENTY-ONE (21) DAYS
WITHIN WHICH TO REVIEW AND CONSIDER THIS AGREEMENT BEFORE SIGNING IT, THOUGH
EXECUTIVE MAY SIGN EARLIER, AND IF EXECUTIVE FAILS TO SIGN AND RETURN THIS
AGREEMENT WITHIN THE TWENTY-ONE (21) DAY CONSIDERATION PERIOD, THE COMPANY'S
OFFER AND THIS AGREEMENT WILL EXPIRE ON ITS OWN TERMS AND THE COMPANY MAY ASSERT
THAT EXECUTIVE WAS TERMINATED FOR CAUSE OR OTHERWISE;
(F)
EXECUTIVE MAY REVOKE HER/HIS ACCEPTANCE OF THIS AGREEMENT BY
PROVIDING WRITTEN NOTICE TO
THE COMPANY WITHIN SEVEN (7) DAYS FOLLOWING ITS
EXECUTION, AND ANY NOTICE OF REVOCATION OF THIS AGREEMENT MUST BE IN WRITING AND
TRANSMITTED BY HAND OR CERTIFIED MAIL TO:
Clean Diesel Technologies, Inc.
1621 Fiske Place
Oxnard, CA 93033
Attn: Pedro J. Lopez-Baldrich
General Counsel & VP of Administration
Email: 
(G)
BECAUSE OF EXECUTIVE'S RIGHT TO REVOKE THIS AGREEMENT, THIS
AGREEMENT SHALL NOT BECOME EFFECTIVE AND ENFORCEABLE UNTIL THE EIGHTH (8TH) DAY
AFTER THE RETURN OF AN EXECUTED COPY OF THIS AGREEMENT BY EXECUTIVE TO THE
COMPANY (THE "EFFECTIVE DATE"), AND EXECUTIVE WILL NOT BE ENTITLED TO ANY OF THE
BENEFITS SET FORTH IN THIS AGREEMENT UNTIL AFTER THE EFFECTIVE DATE.
9.
NO ADMISSIONS.
NEITHER THE EXECUTION OF THIS AGREEMENT BY THE
RELEASEES, NOR THE TERMS HEREOF, CONSTITUTE AN ADMISSION BY THE RELEASEES OF
LIABILITY TO EXECUTIVE.
SIMILARLY, NEITHER THE EXECUTION OF THIS AGREEMENT BY
EXECUTIVE, NOR THE TERMS HEREOF, CONSTITUTE AN ADMISSION BY EXECUTIVE OF
LIABILITY TO THE COMPANY AND/OR THE RELEASEES.
10.
NO DISPARAGEMENT.
EXECUTIVE AGREES TO REFRAIN FROM MAKING DISPARAGING
COMMENTS ABOUT THE RELEASEES, AND FURTHER AGREES NOT TO TAKE ANY ACTION THAT
WOULD HARM THE BUSINESS OR PROFESSIONAL REPUTATION OF ANY OF THE RELEASEES.
11.
NO DISPARAGEMENT BY RELEASEES.
SENIOR MANAGEMENT OF COMPANY AGREES THAT
THEY WILL NOT DISPARAGE OR DEFAME EXECUTIVE, AND WILL USE REASONABLE EFFORTS TO
PREVENT THE RELEASEES FROM DISPARAGING OR DEFAMING EXECUTIVE.
12.
CONFIDENTIALITY.
EXCEPT TO THE EXTENT THE TERMS ARE PUBLICLY DISCLOSED IN
THE SEC FILINGS OF THE COMPANY, EXECUTIVE SHALL NOT DISCLOSE OR PUBLICIZE THE
TERMS OR FACT OF THIS AGREEMENT, DIRECTLY OR INDIRECTLY, TO ANY PERSON OR
ENTITY, EXCEPT TO HIS ACCOUNTANT, ATTORNEY, SPOUSE, AND TO OTHERS AS REQUIRED BY
LAW.
EXECUTIVE ALSO MAY DISCLOSE PARAGRAPH 14 OF THIS AGREEMENT TO A
PROSPECTIVE EMPLOYER, IF NECESSARY.
13.
RETURN OF PROPERTY.
EXECUTIVE CONFIRMS THAT AS OF THE DATE OF THIS
AGREEMENT, HE HAS RETURNED TO THE COMPANY IN GOOD WORKING ORDER ALL THE COMPANY
PROPERTY WITHIN HIS POSSESSION, CUSTODY AND CONTROL.
SUCH PROPERTY INCLUDES,
BUT IS NOT LIMITED TO, COMPUTERS, STRATEGIC PLANS AND FILES, TECHNICAL AND
INTELLECTUAL PROPERTY DATA AND FILES, CELLULAR