Severance Agreement and Release between N2H2, Inc. and James O'Halloran

Summary

This agreement is between N2H2, Inc. and James O'Halloran, whose employment is ending as of February 13, 2001. N2H2 will pay Mr. O'Halloran twelve months of base salary and bonus as severance, plus accrued vacation pay, and will accelerate the vesting of certain stock options. In return, Mr. O'Halloran releases N2H2 from all claims related to his employment or its termination. The agreement is confidential, and Mr. O'Halloran has the right to consult an attorney and revoke the agreement within seven days of signing.

EX-10.1 2 v72269ex10-1.txt EXHIBIT 10.1 1 Exhibit 10.1 SEVERANCE AGREEMENT AND RELEASE The employment of James O'Halloran (hereinafter "Mr. O'Halloran") with N2H2, Inc. (hereinafter "N2H2") is being terminated. Mr. O'Halloran and N2H2 desire to settle and resolve all possible disputes between them growing out of Mr. O'Halloran's employment or his separation with N2H2, and it is therefore agreed as follows: 1. CONFIDENTIALITY OF AGREEMENT; AGREEMENT NOT ADMISSION. Mr. O'Halloran agrees to keep this Agreement confidential, except insofar as disclosure may be required for legal or business reasons. This Agreement is not an admission by N2H2 that it (or any of its Employees) has violated any law or failed to fulfill any duty to Mr. O'Halloran. 2. TERMINATION OF EMPLOYMENT. N2H2 and Mr. O'Halloran agree to discontinue Mr. O'Halloran's employment relationship, effective February 13, 2001 ("Effective Date"). 3. SEVERANCE PAYMENTS. N2H2 agrees to pay Mr. O'Halloran severance equal to twelve (12) months of Mr. O'Halloran's base compensation and bonus ("Severance Period"), subject to lawful deductions, payable in accordance with N2H2's regular payroll practice. This severance is subject to the passage of seven days after this Agreement and Release is signed by Mr. O'Halloran and delivered to N2H2. 4. VACATION. As part of the severance package and in return for Mr. O'Halloran's release herein, N2H2 agrees to pay Mr. O'Halloran's accrued and unused vacation through the Effective Date, subject to lawful deductions, payable after the passage of seven days after this Agreement and Release is signed by Mr. O'Halloran and delivered to N2H2. 5. STOCK OPTION VESTING. In accordance with the Executive Employment Agreement signed and dated on June 18, 1999, "Those unvested stock options which are scheduled to vest between the date of termination and the end of the Severance Period shall be deemed to vest immediately." The shares will be deemed vested and become exercisable upon the Effective Date pursuant to the terms of the individual Stock Option Agreements. Nothing in this paragraph is intended to or does create any other rights or obligations of any kind on the part of N2H2 with regard to Mr. O'Halloran's stock option benefits, except those specifically required by law. 6. RELEASE. Mr. O'Halloran accepts N2H2's undertakings in this Agreement as full settlement of any and all claims, known or unknown, arising out of or related to Mr. O'Halloran's employment with N2H2, or its termination, including but not limited to any claims of lost salary or other benefits, lost stock options and specifically includes, but is not limited to, claims under the Age Discrimination in Employment Act ("ADEA"). These claims are examples, not a complete list, of the released claims, as it is the parties' intent that Mr. O'Halloran release any and all claims, of whatever kind or nature, in exchange for the severance arrangements set forth in 2 paragraphs 3, 4 and 5 above. Mr. O'Halloran realizes this constitutes a full and final settlement of any and all such claims, and except for obligations arising under this Agreement, this settlement releases N2H2 and any related companies (and their owners, officers, employees, and anyone else against whom Mr. O'Halloran could assert a claim based on Mr. O'Halloran's experiences as an employee of N2H2 or Mr. O'Halloran's termination as an employee) from any further liability to Mr. O'Halloran (or to anyone else Mr. O'Halloran has power to bind in this settlement) in connection with such claims. 7. EFFECTIVENESS OF AGREEMENT. This Agreement (i) contains the entire understanding of the parties with respect to the subject matter covered, except for Mr. O'Halloran's Termination Obligations under his Executive Employment Agreement entered into with N2H2 on June 18, 1999 (the "Employment Agreement") and Mr. O'Halloran's obligations under his Employee Intellectual Property Agreement entered into with N2H2 on June 18, 1999 (the "IP Agreement"); (ii) supersedes all prior or contemporaneous understandings, except for Mr. O'Halloran's Termination Obligations under his Employment Agreement and Mr. O'Halloran's obligations under his IP Agreement; and (iii) may only be amended in a written instrument signed by both parties. 8. KNOWING AND VOLUNTARY WAIVER. Mr. O'Halloran acknowledges that Mr. O'Halloran has been advised to consult with an attorney, and has had the opportunity to do so, before signing this Agreement, which Mr. O'Halloran has been given twenty-one (21) days to consider, and which Mr. O'Halloran may revoke within seven (7) days after signing. PLEASE READ CAREFULLY. THIS IS A VOLUNTARY AGREEMENT THAT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. 15 Feb 2001 /s/ JAMES O'HALLORAN - ----------- ------------------------- Date James O'Halloran N2H2, INC. 2/15/01 By /s/ J. PAUL QUINN - ---------------- ---------------------------- Date Printed Name: J. Paul Quinn ----------------- Title: CFO ------------------------