EXHIBIT 10.24
SEPARATION AGREEMENT AND RELEASE
THIS SEPARATION AGREEMENT AND RELEASE (this "Agreement") is made as of January
20, 2014, by and between R. Craig Breese ("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 Executive Officer ("CEO") and a
Director of the Company pursuant to an Employment Agreement dated March 8, 2012
(the "Employment Agreement");
WHEREAS, the Parties desire to terminate their relationship after an orderly
transition period;
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 TERMINATION WITHOUT CAUSE.
BY THIS AGREEMENT, EXECUTIVE
HEREBY ACKNOWLEDGES AND AGREES TO HIS RESIGNATION, EFFECTIVE AS OF DECEMBER 9,
2013, FROM ALL OFFICER AND DIRECTOR POSITIONS WITH THE COMPANY OR ANY RELEASEE,
INCLUDING WITHOUT LIMITATION AS CEO AND A DIRECTOR OF THE COMPANY.
EXECUTIVE
ACKNOWLEDGES AND AGREES THAT THE COMPANY NOTIFIED HIM OF HIS SEPARATION ON
DECEMBER 9, 2013, AND 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 JANUARY 8, 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 "TERMINATION WITHOUT CAUSE," 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
MARCH 8, 2012 AS EXHIBIT A, WHICH DICTATES THE PARTIES' OBLIGATIONS UPON
TERMINATION WITHOUT CAUSE.
IF THIS AGREEMENT IS 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 9(G) AND 22