AND ON BEHALF OF ALL WHO MIGHT CLAIM
THROUGH HIM TO BIND THEM TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
8
17.
NO REPRESENTATIONS.
EACH PARTY REPRESENTS
THAT EACH HAS HAD THE OPPORTUNITY TO CONSULT WITH AN ATTORNEY, AND HAS CAREFULLY
READ AND UNDERSTANDS THE SCOPE AND EFFECT OF THE PROVISIONS OF THIS AGREEMENT.
NEITHER PARTY HAS RELIED UPON ANY REPRESENTATIONS OR STATEMENTS MADE BY THE
OTHER PARTY HERETO WHICH ARE NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT.
18.
SEVERABILITY.
IN THE EVENT THAT ANY
PROVISION HEREOF BECOMES OR IS DECLARED BY A COURT OF COMPETENT JURISDICTION TO
BE ILLEGAL, UNENFORCEABLE OR VOID, THIS AGREEMENT SHALL CONTINUE IN FULL FORCE
AND EFFECT WITHOUT SAID PROVISION.
19.
ENTIRE AGREEMENT.
THIS AGREEMENT REPRESENTS
THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE COMPANY AND CONSULTANT
CONCERNING CONSULTANT'S SEPARATION FROM THE COMPANY, AND SUPERSEDES AND REPLACES
ANY AND ALL PRIOR AGREEMENTS AND UNDERSTANDINGS CONCERNING CONSULTANT'S
RELATIONSHIP WITH THE COMPANY AND HIS COMPENSATION BY THE COMPANY, INCLUDING,
WITHOUT LIMITATION, THE CHANGE OF CONTROL AGREEMENT.
20.
NO ORAL MODIFICATION.
THIS AGREEMENT MAY
ONLY BE AMENDED IN WRITING SIGNED BY CONSULTANT AND THE PRESIDENT OF THE
COMPANY.
21.
EFFECTIVE DATE.
THIS AGREEMENT IS EFFECTIVE
AFTER IT HAS BEEN SIGNED BY BOTH PARTIES AND AFTER EIGHT (8) DAYS HAVE PASSED
SINCE CONSULTANT HAS SIGNED THE AGREEMENT (THE "EFFECTIVE DATE"), UNLESS REVOKED
BY CONSULTANT WITHIN SEVEN (7) DAYS AFTER THE DATE THE AGREEMENT WAS SIGNED BY
CONSULTANT.
22.
COUNTERPARTS AND FACSIMILE SIGNATURES.
THIS
AGREEMENT MAY BE EXECUTED IN COUNTERPARTS AND BY FACSIMILE SIGNATURES, AND EACH
COUNTERPART AND FACSIMILE SIGNATURE SHALL HAVE THE SAME FORCE AND EFFECT AS AN
ORIGINAL AND SHALL CONSTITUTE AN EFFECTIVE, BINDING AGREEMENT ON THE PART OF
EACH OF THE UNDERSIGNED.
23.
NOTICES.
ALL NOTICES, DEMANDS, COMMUNICATIONS AND WRITINGS
REQUIRED UNDER THIS AGREEMENT ("NOTICES") SHALL BE IN WRITING AND SHALL BE
ADDRESSED AS FOLLOWS:
If to the Company:
Catalytica Energy Systems, Inc.
1388 North Tech Boulevard
Gilbert, Arizona, 85253
Attention:
CEO
With a copy to:
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, CA
94304
Attention:
Roger Stern, Esq.
9
If to Consultant:
Dominic Geraghty
Any party may change its address for notices by complying with the notification
provisions of this Section 23.
Notices may be made by personal service,
nationally recognized overnight delivery service or by delivery in the United
States mail, postage prepaid, certified or registered, return receipt
requested.
All Notices hereunder shall be deemed received (a) immediately upon
confirmation of personal delivery, (b) one (1) day after confirmed receipt by
overnight delivery, and (b) three (3) days after confirmed receipt of certified
mail.
24.
VOLUNTARY EXECUTION OF AGREEMENT.
THIS
AGREEMENT IS EXECUTED VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE ON
THE PART OR BEHALF OF THE PARTIES HERETO, WITH THE FULL INTENT OF RELEASING ALL
CLAIMS.
THE PARTIES ACKNOWLEDGE THAT:
(A)
THEY HAVE READ THIS AGREEMENT;
(B)
THEY HAVE BEEN REPRESENTED IN THE
PREPARATION, NEGOTIATION, AND EXECUTION OF THIS AGREEMENT BY LEGAL COUNSEL OF
THEIR OWN CHOICE