SEPARATION AGREEMENT AND MUTUAL RELEASE
This SEPARATION AGREEMENT AND MUTUAL RELEASE (hereinafter referred to as the
"Agreement" and/or "Separation Agreement and Mutual Release") is made and
entered into by and between Timothy Neher (hereinafter referred to as "Mr.
Neher") and Wherify Wireless, Inc. (hereinafter referred to as "WHERIFY") on the
date appearing next to Mr. Neher's name on the final page hereof (the "Effective
Date"). (Mr. Neher and WHERIFY are hereinafter collectively referred to as the
"Parties.")
RECITALS
A. Mr. Neher, who is employed by WHERIFY, and WHERIFY have mutually decided not
to enter into an employment contract extension and he is therefore resigning.
B. In order to smooth Mr. Neher's transition and in order to provide closure for
the Parties, WHERIFY desires to provide Mr. Neher with certain benefits and Mr.
Neher desires to accept such benefits, all on the terms and conditions set forth
below.
NOW, THEREFORE, in consideration of the premises and promises herein contained,
the adequacy and receipt of which are hereby acknowledged by both Parties, the
Parties agree as follows:
AGREEMENTS
1. Resignation : Mr. Neher hereby resigns his employment as of the Effective
Date and thereafter shall cease to hold any office or title at WHERIFY. In
addition, he hereby acknowledges that the agreement covers all compensation,
including vacation, earned by him during his employment with WHERIFY. Mr. Neher
also acknowledges that he remains subject to all SEC laws and regulations,
including but not limited to section 144, regarding his ownership in WHERIFY.
2. Monetary Separation Benefits From WHERIFY: In consideration for Mr. Neher's
signing and complying with this Agreement, WHERIFY shall:
(a)
Pay to Mr. Neher continuation pay in the amount of $282,000 ("the Amount")
through normal payroll processing such that the Amount shall be paid in
twenty-six (26) payments in the gross amount of $10,846, payable every two weeks
beginning November 23, 2007 and ending November 14, 2008, subject to regular
payroll deductions and withholding; provided, however, that if WHERIFY has more
than $2,500,000 cash in company bank accounts , Mr. Neher will receive any
then-remaining payments on an accelerated basis.
(b)
Reimburse Mr. Neher, to the same extent as for employees, for any premiums
paid by him through December 31, 2008, to continue his WHERIFY employee medical
benefits pursuant to the laws known as COBRA and/or Cal-COBRA.
(c) Mr. Neher may retain the personal computer provided to him by WHERIFY.
d) Notwithstanding the terms of any award or granting agreement or instrument,
Mr. Neher shall have ninety (90) days from the date of the last payment of this
agreement to exercise any and all Vested Options.
Mr. Neher acknowledges that it is his intent and understanding that he is
entitled to no additional severance or separation benefits other than as
expressly provided for in this Agreement.
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3. Taxes: Mr. Neher acknowledges and agrees that WHERIFY has made no
representations to him regarding the tax consequences of any amounts or benefits
received by his pursuant to this