Exhibit 10.1
SEPARATION AND GENERAL RELEASE AGREEMENT
This Separation and General Release Agreement is made and entered into by and
between DynTek, Inc., a Delaware corporation (the "Company"), and Robert I.
Webber, an individual ("Executive"), as of the date set forth below (the
"Effective Date").
RECITALS
WHEREAS, Executive has served as the Chief Financial Officer of the Company
since July 2004, a member of the Company's Board of Directors (the "Board")
since September 2004, and the President of the Company since June 2005;
WHEREAS, Executive has resigned his Board position with the Company effective as
of March 8, 2006 (the "Board Resignation Date") and desires to resign his
employment with the Company effective as of March 31, 2006 (the "Employment
Resignation Date");
WHEREAS, Executive and the Company are parties to an Employment Agreement dated
as of August 1, 2005 (the "Employment Agreement"), which the parties intend to
terminate as of the Employment Resignation Date; and
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements set forth herein, Executive and the Company, intending to be legally
bound, hereby agree as follows:
1.
RESIGNATION AND TERMINATION OF
EMPLOYMENT AGREEMENT. BEGINNING ON THE EMPLOYMENT RESIGNATION DATE, THE COMPANY
AND EXECUTIVE HEREBY AGREE TO TERMINATE THE EMPLOYMENT AGREEMENT AND THE
EMPLOYMENT AGREEMENT SHALL BE OF NO FURTHER FORCE AND EFFECT AS OF SUCH DATE. IN
ADDITION, EFFECTIVE ON THE EMPLOYMENT RESIGNATION DATE, EXECUTIVE HEREBY RESIGNS
HIS POSITIONS AS PRESIDENT AND CHIEF FINANCIAL OFFICER, AND SHALL NO LONGER BE
EMPLOYED BY THE COMPANY. THE PARTIES AGREE THAT TERMINATION OF THE EMPLOYMENT
AGREEMENT IS BY MUTUAL CONSENT AND THAT EXECUTIVE SHALL NOT BE ENTITLED TO
RECEIVE ANY BENEFITS OR COMPENSATION PURSUANT TO THE TERMINATION PROVISIONS, OR
ANY OTHER PROVISIONS, UNDER THE EMPLOYMENT AGREEMENT AFTER THE EMPLOYMENT
RESIGNATION DATE, EXCEPT AS SPECIFICALLY IDENTIFIED IN THIS AGREEMENT. EACH OF
THE PARTIES AGREES TO USE REASONABLE EFFORTS UP TO THE EMPLOYMENT RESIGNATION
DATE TO TRANSFER THE POSITIONS OF PRESIDENT AND CHIEF FINANCIAL OFFICER TO A
SUCCESSOR(S) WITHOUT DISRUPTION TO THE OPERATIONS OF THE COMPANY'S BUSINESS. THE
FOREGOING SHALL NOT OPERATE TO PRECLUDE EXECUTIVE FROM SPENDING A REASONABLE
AMOUNT OF TIME BETWEEN THE EFFECTIVE DATE AND THE EMPLOYMENT RESIGNATION DATE
SEEKING OUT EMPLOYMENT OPPORTUNITIES OR FINALIZING PLANS FOR SUBSEQUENT
EMPLOYMENT.
2.
COMPENSATION. IN RELIANCE UPON
EXECUTIVE'S PROMISES, REPRESENTATIONS AND RELEASES IN THIS AGREEMENT, THE
COMPANY SHALL PAY EXECUTIVE THE FOLLOWING COMPENSATION.
(A)
SALARY. THE COMPANY SHALL PAY EXECUTIVE HIS
BASE SALARY AS OF THE EFFECTIVE DATE, LESS LEGALLY REQUIRED WITHHOLDINGS, ON
REGULARLY SCHEDULED PAYDAYS, UP TO AND INCLUDING THE EMPLOYMENT RESIGNATION
DATE. AFTER THE EMPLOYMENT RESIGNATION DATE, EXECUTIVE SHALL NOT BE ENTITLED TO
ANY SALARY CONTINUATION PAYMENTS.
(B)
INSURANCE BENEFITS. AFTER THE EMPLOYMENT
RESIGNATION DATE, THE COMPANY SHALL CONTINUE TO PAY THE PREMIUMS FOR MEDICAL AND
OTHER INSURANCE BENEFITS CURRENTLY IN PLACE FOR THE EXECUTIVE, INCLUDING
CONTINUED HEALTH INSURANCE COVERAGE FOR EXECUTIVE AND HIS CURRENTLY INSURED
DEPENDENTS THROUGH THE EXECU-CARE PROGRAM OR OTHERWISE (PROVIDED THAT EXECUTIVE
MAKES A TIMELY ELECTION TO CONTINUE SUCH COVERAGE UNDER