ExHIBIT 10.1
SEPARATION AGREEMENT AND RELEASE
THIS SEPARATION AGREEMENT AND RELEASE (this "Agreement") is made as of July 31,
2014, by and between Nikhil Mehta ("Executive") and Clean Diesel Technologies,
Inc.
(the "Company"), together with each and every of its predecessors,
successors (by merger or otherwise), parents, subsidiaries, affiliates,
divisions and related entities, legal representatives, directors, officers,
employees and agents, whether present or former and both in their individual and
corporate capacities (collectively the "Releasees");
WHEREAS, the Executive has served as the Chief Financial Officer ("CFO")
pursuant to an Employment Agreement dated May 2, 2012 (the "Employment
Agreement");
WHEREAS, the Parties desire to terminate their relationship;
WHEREAS, the parties desire to separate on amicable terms and Executive and the
Company wish to resolve any and all claims or disputes they may have through the
Termination Date (as defined below);
NOW, THEREFORE, the parties agree as follows, in consideration of the covenants
and obligations contained herein, and intending to be legally held bound:
1.
SEPARATION AND RESIGNATION FOR GOOD REASON.
BY THIS AGREEMENT,
EXECUTIVE HEREBY ACKNOWLEDGES AND AGREES TO HIS RESIGNATION, EFFECTIVE AS OF
JULY 31, 2014, FROM ALL OFFICER AND DIRECTOR POSITIONS WITH THE COMPANY OR ANY
RELEASEE, INCLUDING WITHOUT LIMITATION AS CFO.
EXECUTIVE ACKNOWLEDGES AND
AGREES THAT AS OF SUCH DATE, HE SHALL NOT HAVE ANY AUTHORITY OR POWER TO BIND
THE COMPANY OR THE RELEASEES, OR ACT ON BEHALF OF THE COMPANY OR THE RELEASEES
IN ANY MANNER. SUBJECT TO EXECUTIVE'S COMPLIANCE WITH HIS OBLIGATIONS HEREUNDER
AND IN SATISFACTION OF THE 30-DAY NOTICE REQUIREMENT PURSUANT TO THE EMPLOYMENT
AGREEMENT, EXECUTIVE SHALL REMAIN AN EMPLOYEE OF THE COMPANY THROUGH AUGUST 30,
2014 (THE "TERMINATION DATE"), AVAILABLE TO THE CHAIRMAN OF THE BOARD FOR
SPECIAL PROJECTS, TO BE HANDLED FROM EXECUTIVE'S PERSONAL PLACE OF BUSINESS.
CONSISTENT WITH THE COMPANY'S POLICY AND PRACTICE, EXECUTIVE ACKNOWLEDGES THAT
HE HAS NO EXPECTATION OF PRIVACY WITH RESPECT TO THE COMPANY'S PROPERTY,
INCLUDING BUT NOT LIMITED TO HIS COMPANY EMAIL ACCOUNT AND COMPUTER.
EXECUTIVE
WILL THUS PROVIDE ACCESS TO SUCH PROPERTY (E.G., PROVIDE PASSWORDS, ETC.) AND
THE COMPANY MAY CONTINUE TO MONITOR AND ACCESS SUCH PROPERTY DURING EXECUTIVE'S
TRANSITION TO ENSURE A SMOOTH TRANSITION. SUBJECT TO EXECUTIVE'S COMPLIANCE WITH
HIS OBLIGATIONS HEREUNDER, THE COMPANY AGREES TO TREAT EXECUTIVE'S RESIGNATION
AS A "RESIGNATION FOR GOOD REASON," AS DESCRIBED IN THE EMPLOYMENT
AGREEMENT. THIS AGREEMENT ATTACHES HERETO, INCORPORATES AND MAKES A PART HEREOF
THE EMPLOYMENT AGREEMENT ENTERED INTO BY THE PARTIES ON MAY 2, 2012 AS EXHIBIT
A, WHICH DICTATES THE PARTIES' OBLIGATIONS UPON RESIGNATION FOR GOOD REASON.
IF
THIS AGREEMENT IS EXPRESSLY INCONSISTENT WITH THE EMPLOYMENT AGREEMENT, THE
TERMS OF THE EMPLOYMENT AGREEMENT SHALL PREVAIL.
1
2.
Consideration.
In consideration for and subject
to the releases and other covenants of Executive set forth in this Agreement,
after the Effective Date as defined below in Paragraphs 8(g) and 21 of this
Agreement, the Company agrees to provide Executive the following payments and
benefits as provided in the Employment Agreement (the "Severance Benefits"):
(A)
PAYMENT IN THE