(c)           The Executive has been granted 150,000 shares of common stock, $.01 par value, in the Company pursuant to a Restricted Stock Agreement dated as of March 1, 2016 (the “Restricted Stock”).  Commencing as of the date the Company receives debt or equity financing of at least $1 million following the date of this Agreement, 37,500 shares of the Restricted Stock shall vest quarterly in each quarter of the Company’s fiscal year (such that 37,500 shares of Restricted Stock shall vest quarterly after the first such vesting date in each such quarter, become exercisable and shall no longer be subject to the Company’s right of repurchase) until all of the Restricted Stock becomes 100% vested and exercisable.  The Company shall deliver 37,500 shares quarterly of the Restricted Stock to Executive, less Shares with a value sufficient to satisfy the Executive’s federal, state and local tax withholding requirements in connection with the vesting of the Restricted Stock, with no transfer restrictions within ten (10) business days after each quarterly vesting thereof.  The Executive was granted options to purchase 325,000 shares of the Company’s common stock, $0.01 par value, at a per share exercise price of $1.47, pursuant to a Stock Option Agreement dated as of December 22, 2014 (the “2014 Stock Options”).  As of the Termination Date, all outstanding and unvested 2014 Stock Options shall immediately accelerate and become 100% vested and exercisable, and the Executive will have three (3) months to exercise the Stock Options.  The Executive was granted options to purchase 175,000 shares of the Company’s common stock, $0.01 par value, at a per share exercise price of $1.12, pursuant to an Incentive Stock Option Agreement dated as of March 1, 2016 (the “2016 Stock Options”).  As of the Termination Date, all outstanding and unvested 2016 Stock Options shall immediately accelerate and become 100% vested and exercisable, and the Executive will have three (3) months to exercise the Stock Options.

 

 

 

                                (a)           The Company and Executive acknowledge that (i) the accrued but previously unpaid gross Base Salary through the Termination Date is $24,850.00, (ii) the balance of Executive’s leave bank through the Termination Date is the sum of $14,135.00 (70 hours), comprised of 70 hours of accrued vacation time ($14,135.00) and -0- hours of sick and personal days ($-0-), and (iii) the amounts of unreimbursed Expenses incurred prior to the Termination Date by Executive is $-0-. Such amounts will be paid to Executive upon the Termination Date regardless of whether Executive signs this Agreement and General Release.

 

 

 

 

 

a.	Non-public financial and operational information, business plans, software and technology, networks, business methodologies, contracts, pricing and product profitability, customer lists, supplier lists, marketing or sales prospect lists, and data developed by the Released Parties.

b.	Formulas, research and development techniques, processes, trade secrets, computer programs, software, electronic codes, mask works, inventions, innovations, patents, patent applications, discoveries, improvements, data, know-how, formats, test results, and research projects.

c.	Business, marketing and strategic plans.

d.	Forecasts, unpublished financial information, budgets, projections, and customer identities, characteristics and agreements.

e.	Information about costs, profits, markets, sales, contracts and lists of customers and distributors and data in connection with job bidding and sequencing of manufacturing, completion and delivery dates.

f.

Personnel information, including but not limited to the personal information or medical histories, social security numbers, dates of birth, bank account information, pin codes, security codes, passwords, travel information or itineraries, home addresses, personal email addresses, home telephone numbers, cell phone numbers, compensation or other terms of employment, actual or proposed promotion, hiring, resignations, disciplinary actions, terminations or reasons therefor, training methods, performance or other information in connection with or relating to any of the Released Parties;

 

g.	Financial information of or relating to any of the Released Parties, including but not limited to earnings, assets, banking, debts, prices, fee structures, volumes of purchases or sales, or other financial data;

h.	Business information, including but not limited to business plans, minutes of board and committee meetings, financial reports, strategic plans, employee handbooks, operations manuals and inter-office email and memoranda; and

i.	Marketing information, including but not limited to details about ongoing or proposed marketing programs or agreements by or on behalf of the Released Parties, marketing forecasts, results of marketing efforts or information about impending transactions.

 

 

 

 

       18.           This Agreement shall be governed by and construed and interpreted in accordance with the laws of New York, without reference to principles of conflict of laws.  The Parties agree that the appropriate forum and venue of any disputes arising out of this Agreement shall be the State or Federal Courts located in the Southern District of New York, New York, and each of the Parties hereto submits to the personal jurisdiction of any such Court.  The foregoing shall not limit the right of any Party to obtain execution of judgment in any other jurisdiction.

 

 

 

 

 

 

 

 

 

 

 

 

B.	WHEREAS, the Company and Executive are parties to a Separation Agreement dated the date hereof (the “Separation Agreement”) and General Release Agreement dated the date hereof (the “Company Release”); and

C.	WHEREAS, in connection with such termination of his employment, the Company has agreed to provide Executive with certain benefits as set forth in the Separation Agreement (the “Severance Package”); and

D.	WHEREAS, as an express condition to Executive's receipt of such benefits, Executive has agreed to execute and deliver this Release.

a.	Title VII of the Civil Rights Act of 1964, as amended;

b.	The Civil Rights Act of 1991;

c.	The Older Workers Benefit Protection Act;

d.	The Fair Labor Standards Act;

e.	The Family Medical Leave Act;

f.	The Equal Pay Act;

g.	Worker's Compensation Laws;

h.	Sections 1981 through 1988 of Title 42 of the United States Code;

i.	The Employee Retirement Income Security Act of 1974;

j.	The Immigration Reform and Control Act;

k.	The Americans with Disabilities Act of 1990;

l.	The Age Discrimination in Employment Act of 1967;

m.	The Workers Adjustment and Retraining Notification Act;

n.	The Occupational Safety and Health Act;

o.	The Fair Credit Reporting Act;

p.	The Sarbanes-Oxley Act of 2002;

q.	The New York State Executive Law (including its Human Rights Law);

 

 

 

r.	The New York State Labor Law;

s.	The New York wage and wage-hour laws;

t.	The New York City Administrative code (including its Human rights Law);

u.	New Jersey State Wage and Hour Law;

v.	New Jersey State Wage Payment Law;

w.	New Jersey Labor and Employment Law;

x.	New Jersey Law Against Discrimination;

y.	New Jersey Equal Pay Act;

z.	New Jersey Conscientious Employee Protection Act;

aa.	New Jersey Occupational Safety and Health Law;

bb.	New Jersey Workers Compensation Act;

cc.	New Jersey Family Leave Act;

dd.	New Jersey Worker Freedom from Employer Intimidation Act;

ee.	Any other federal, state or local civil, whistleblower, discrimination, wage, wage-hour, retaliation, employment, human rights or any other local, state or federal law, regulation or ordinance;

ff.	Any amendments to the foregoing laws;

gg.	Any benefit, payroll or other plan, policy or program;

hh.	Any public policy, contract, third-party beneficiary, tort, or common law obligation; or

ii.	Any claim for or obligation to pay for attorneys’ fees, costs, fees, or other expenses.

 

a.

Executive has not filed, caused to be filed, or presently is a party to any claim, complaint, or action against any of the Released Parties herein in any forum or form.

 

b.

With the exception of the benefits due to Executive pursuant to the Separation Agreement, Executive has been paid and/or has received all compensation, wages, and benefit payments, expense reimbursements, benefits, retirement benefits, vacation, bonuses, incentive payments, merit pay, stock grants, stock options and/or reimbursements to which Executive may be entitled and that no other compensation, wages, and benefit payments, expense reimbursements, benefits, retirement benefits, vacation, bonuses, incentive payments, merit pay, stock grants, stock options, restricted stock or reimbursements are due to Executive.  Executive has been granted any leave to which Executive was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws.

c.

Executive has not given, sold, assigned or transferred to anyone else, any claim, or a portion of a claim referred to in this General Release Agreement.

d.

Executive promises never to file a lawsuit asserting any claims that are released in this General Release Agreement.

e.

Executive has no known workplace injury or occupational disease and has been provided with and/or has not been denied any leave requested under the Family and Medical Leave Act.  Executive acknowledges and represents that he has no intention of filing any claim for workers’ compensation benefits of any type against the Company, and that he will not file or attempt to file any claims for workers’ compensation benefits of any type against the Company.  Executive acknowledges that the Company has relied upon these representations, and that the Company would not have entered into this Agreement but for these representations.  As a result, Executive agrees, covenants and represents that the Company may, but is not obligated to, submit this Agreement to the Workers’ Compensation Appeals Board for approval as a compromise and release as to any workers’ compensation claim that Executive may file at any time against the Company.

f.

Executive has not divulged any confidential information of the Company, as such term is defined and/or described in Section 11 of the Separation Agreement and further, as defined and/or described in Paragraphs 5 and 5(A),(B),(C), and (D) of the Employment Agreement entitled “Confidential Disclosure Agreement” (which shall remain in full force and effect pursuant to Paragraphs 6 and 7 of the Separation Agreement), and Executive will continue to maintain the confidentiality of such information consistent with Executive's obligations under the Separation Agreement and Paragraphs 5 and 5(A),(B),(C), and (D) of the Employment Agreement.

g.

Executive further affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud.  Executive and the Company acknowledge that this Release does not limit either Party's right, where applicable, to file or participate in an investigative proceeding of any federal, state or local government agency.  To the extent permitted by law, Executive agrees that if such an administrative claim is made, Executive shall not be entitled to recover any individual monetary relief or other individual remedies.

 

 

 

 

 

 

 

 

 

A.	WHEREAS, Executive's employment with the Company terminated on the date hereof; and

B.	WHEREAS, the Company and Executive are parties to a Separation Agreement dated the date hereof (the “Separation Agreement”) and General Release Agreement dated the date hereof (the “Executive Release”); and

C.	WHEREAS, as an express condition to Executive's execution of the Separation Agreement and Executive Release, the Company has agreed to execute and deliver this Release.

a.

Company has not filed, caused to be filed, or presently is a party to any claim, complaint, or action against any of the Released Parties herein in any forum or form.

 
 

b.

Company has not given, sold, assigned or transferred to anyone else, any claim, or a portion of a claim referred to in this General Release Agreement.

c.

Company promises never to file a lawsuit asserting any claims that are released in this General Release Agreement.

       5.           This General Release Agreement may not be modified, altered, or amended except in writing and signed by both Parties wherein specific reference is made to this Release. Company acknowledges that it has not relied on any representations, promises, or agreements of any kind made to Company in connection with Company’s decision to accept this Release, except what is set forth herein.  This Release shall be controlled and governed by the laws of the State of New York to create a binding and enforceable general release and waiver of claims.

        6.           The Parties agree that the appropriate forum and venue of any disputes arising out of this Agreement shall be the State or Federal Courts located in the Southern District of New York, New York, and each of the Parties hereto submits to the personal jurisdiction of any such Court.  The foregoing shall not limit the right of any Party to obtain execution of judgment in any other jurisdiction.

        7.           This General Release Agreement may be executed in counterparts, each of which shall be deemed an original and each of which shall together constitute one and the same instrument.  A signed copy, pdf or facsimile copy of this Release shall be deemed an original.

        8.           Except as may otherwise be set forth in the Separation Agreement, each Party will be responsible for its own legal fees or costs, if any, incurred in connection with the negotiation and settlement of this General Release Agreement and the Separation Agreement.

        9.           In the event that any provision of this General Release Agreement is determined to be invalid by a court or tribunal of competent jurisdiction, all other provisions of this General Release Agreement shall remain in full force and effect.

 

 

 

        10.           This General Release Agreement, in conjunction with the Separation Agreement, constitutes the entire agreement and understanding between the Parties and supersedes all other agreements between the Parties whether oral or written with respect to the subject matter hereto.  Nothing contained herein will be construed to supersede the terms of the Separation Agreement.

        11.           The Parties understand and agree that all terms of this General Release Agreement are contractual and are not a mere recital, and represent and warrant that they are competent and possess the full and complete authority to covenant and agree as herein provided.  The Company represents and warrants that the person executing this Agreement on behalf of the Company is lawfully authorized and empowered to execute this Agreement on behalf of the Company, and that upon execution, this Agreement will be binding upon the Company, without any further approval, ratification, or other action.

        12.           The Company understands, agrees, and represents that the covenants made herein and the releases herein executed may substantially affect Company's rights and liabilities and Company agrees that the covenants and releases provided herein may not be in Company's best interest. Company represents and warrants that, in negotiating and executing this General Release Agreement, Company has had an adequate opportunity to consult with competent counsel or other representatives of Company's choosing concerning the meaning and effect of each term and provision hereof, and that there are no representations, promises or agreements other than those expressly set forth in writing herein. Company acknowledges that Company received a copy of this General Release Agreement, and was offered a reasonable period to consider it.

        13.           The Parties agree that this is a negotiated agreement and that no term herein shall be construed against a Party merely because that Party or its attorneys proposed or drafted such term.

        14.           The Parties have carefully read this General Release Agreement in its entirety; fully understand and agree to its terms and provisions; intend and agree that it is final and binding and understand that, in the event of a breach, either Party may seek relief, including damages, restitution and injunctive relief, at law or in equity, in a court of competent jurisdiction.

        15.           Each Party also agrees that, without receiving further consideration, it will sign and deliver such documents and do anything else that is necessary in the future to make the provisions of this General Release Agreement effective.

        16.           This General Release Agreement shall be binding on the Parties and upon their heirs, administrators, representatives, executors, successors, and assigns and shall inure to their benefit and to that of their heirs, administrators, representatives, executors, successors, and assigns.

 

        HAVING ELECTED TO EXECUTE THIS GENERAL RELEASE AGREEMENT, TO FUFILL THE PROMISES AND TO RECEIVE THE BENEFITS STATED HEREIN, COMPANY FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS GENERAL RELEASE AGREEMENT, INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS COMPANY HAS OR MIGHT HAVE AGAINST THE RELEASED PARTIES.

ECHO THERAPEUTICS, INC.

By: _______________________________

Name: ____________________________

Title: _____________________________

_________________________________

______________________________

SCOTT W. HOLLANDER

Date

STATE OF __________

)

COUNTY OF _______

)