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 Steven J.
Ross, an individual ("Executive"), as of the dates set forth below.
RECITALS
WHEREAS, Executive has served as the Chief Executive Officer and a director of
the Company since February 2000;
WHEREAS, Executive desires to resign his employment with the Company as of June
30, 2005 (the "Resignation Date");
WHEREAS, Executive and the Company are parties to an Employment Agreement dated
as of July 1, 2004 (the "Employment Agreement"), which the parties intend to
terminate as of the Resignation Date; and
WHEREAS, the Company desires Executive to remain as a member of the Board of
Directors of the Company after the Resignation Date and Executive desires to
remain on the Board of Directors.
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 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 RESIGNATION DATE,
EXECUTIVE HEREBY RESIGNS HIS POSITION AS CHIEF EXECUTIVE 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
RESIGNATION DATE, EXCEPT AS SPECIFICALLY IDENTIFIED IN THIS AGREEMENT.
EACH OF
THE PARTIES AGREES TO USE ITS BEST EFFORTS UP TO THE RESIGNATION DATE TO
TRANSFER THE POSITION OF THE CHIEF EXECUTIVE OFFICER TO A SUCCESSOR(S) WITHOUT
DISRUPTION TO THE OPERATIONS OF THE COMPANY'S BUSINESS.
EXECUTIVE SHALL
CONTINUE TO SERVE AS A MEMBER OF THE BOARD OF DIRECTORS OF THE COMPANY AFTER THE
RESIGNATION DATE UNTIL SEPTEMBER 30, 2005, AT WHICH TIME EXECUTIVE HEREBY
RESIGNS AS A MEMBER OF THE BOARD OF DIRECTORS OF THE COMPANY.
2.
COMPENSATION.
IN RELIANCE UPON EXECUTIVE'S PROMISES,
REPRESENTATIONS AND RELEASES IN THIS AGREEMENT, THE COMPANY SHALL PAY EXECUTIVE
THE FOLLOWING COMPENSATION.
(A)
SALARY CONTINUATION.
THE COMPANY SHALL PROVIDE EXECUTIVE WITH
SALARY CONTINUATION IN AN AMOUNT EQUAL TO EXECUTIVE'S BASE SALARY ON THE
RESIGNATION DATE, LESS LEGALLY REQUIRED WITHHOLDINGS, ON REGULARLY SCHEDULED
PAYDAYS COMMENCING ON THE DAY AFTER THE RESIGNATION DATE (I.E. JULY 1, 2005) AND
CONTINUING FOR ELEVEN MONTHS THEREAFTER (I.E. UNTIL MAY 31, 2006).
IN ADDITION,
IF EXECUTIVE, DESPITE GOOD FAITH, DILIGENT EFFORTS TO OBTAIN EMPLOYMENT, HAS NOT
BECOME
EMPLOYED IN A POSITION REASONABLY SIMILAR TO HIS POSITION AT THE COMPANY PRIOR
TO MAY 31, 2006, THE COMPANY SHALL CONTINUE PAYMENT OF EXECUTIVE'S SALARY UNTIL
THE EARLIER OF (I) THE EXPIRATION OF AN ADDITIONAL SIX-MONTH PERIOD OR (II)
EXECUTIVE'S ACCEPTANCE OF EMPLOYMENT.
IT IS THE