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Item 1.01.
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Entry
into a material Definitive Agreement.
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On
November 10, 2007, HydroGen Corporation (the “Company”) and Mr. Leo Blomen,
Chairman of the Board of Directors of the Company and Chief Executive Officer
and Chief Technology Officer of the Company, mutually agreed to terminate the
services he provides through Blomenco, B.V. (“Blomenco”) as Chief Executive
Officer and Chief Technology Officer to the Company and HydroGen, LLC, a
wholly-owned subsidiary of the Company. In connection with this termination
of
services, on November 10, 2007, the Company, Mr. Blomen and Blomenco entered
into a Separation Agreement and General Release (the “Separation Agreement”) and
a Consulting Services Agreement, each as more fully described below.
Pursuant
to the Separation Agreement and provided that it is not revoked by Mr.
Blomen on or before November 17, 2007, Mr. Blomen is entitled to receive (i)
€252,000 to be paid out in equal bi-monthly installments; (ii) a pro-rated
annual bonus for the year of termination; and (iii) a lump sum payment of
the Euro equivalent of $31,583 to be paid on or before January 15, 2008. In
addition, as long as the Consulting Services Agreement remains in effect, Mr.
Blomen is entitled to have his shares underlying his option continue to vest
in
accordance with the terms of the Stock Option Agreement between Mr. Blomen
and
the Company dated December 11, 2006.
Pursuant
to the Separation Agreement, Mr. Blomen and Blomenco agree to release the
Company, HydroGen, LLC, and each of their past and present employees, officers,
directors, attorneys, owners, partners, insurers, benefit plan fiduciaries
and
agents, and all of their respective predecessors, successors and assigns from
standard claims, causes of action, complaints, lawsuits or liabilities of any
kind which Mr. Blomen his heirs, agents or assigns or Blomenco may have to
the
maximum extent permitted by law. The Company also agrees to release Mr. Blomen
and Blomenco from any claims, causes of actions, complaints, lawsuits or
liabilities of any kind arising out of his services to the Company prior to
the
termination date based upon facts which are known to the Company or its Board
of
Directors as of his termination date, other than any such claims, based upon
facts which are known or unknown, for theft, embezzlement, breach of fiduciary
duty, fraud, misappropriation of Company assets or business opportunity, or
self
dealing.
By
the
terms of the Separation Agreement, Mr. Blomen and Blomenco are prohibited from
using or disclosing any Company confidential or proprietary information acquired
while providing services to the Company or HydroGen, LLC.
The
description of the Separation Agreement set forth above does not purport to
be
complete and is qualified in its entirety by reference to the Separation
Agreement, which is filed hereto as Exhibit 10.1 and is incorporated herein
by
reference.
On
November 10, 2007, Hydrogen, LLC, Mr. Blomen and Blomenco entered into a
Consulting Services Agreement through which Mr. Blomen will provide consulting
services to the Company and Hydrogen, LLC at the rate of €175 Euros per hour for
a minimum of 1000 hours in the first twelve months following the effective
date
of the agreement. Either party may terminate the agreement at any time
after twelve months from the effective date of the agreement with six months’
notice to the other party. During each month of the six month notice period,
Mr.
Blomen will be required to provide those number of hours of service equal
to the monthly average of hours of service provided by him for the twelve months
prior to the notice of termination. The Company, at its option, may pay Mr.
Blomen for such hours instead of requiring him to provide these services. The
Company may at any time terminate the Consulting Services Agreement if Mr.
Blomen or Blomenco fail to perform consulting services reasonable assigned,
engage in intentional wrongdoing in connection with the performance of the
consulting services, perform such services negligently or in an unsatisfactory
manner, or breach any contract with the Company. The Company shall also pay
Mr.
Blomen in equal monthly payments at a yearly rate of €25,000 for Mr. Blomen’s
service as Chairman of the Board of Directors of the Company. As a condition
precedent to entering into the Consulting Services Agreement, Mr. Blomen and
Blomenco were required to sign a Confidential Information, Noncompetition and
Invention Assignment Agreement. The Consulting Services Agreement shall
automatically terminate if Mr. Blomen revokes the Separation Agreement on or
prior to November 17, 2007.
The
description of the Consulting Services Agreement set forth above does not
purport to be complete and is qualified in its entirety by reference to the
Consulting Services Agreement, which is filed hereto as Exhibit 10.2 and is
incorporated herein by reference.
On
November 10, 2007, Mr. Blomen and Blomenco executed a Confidential Information,
Noncompetition and Invention Assignment Agreement (the “Confidential Information
Agreement”) pursuant to which Mr. Blomen and Blomenco have agreed to hold in the
strictest of confidence and not to use Company proprietary and confidential
information during the consulting relationship and thereafter. In addition,
Mr.
Blomen and Blomenco have agreed to assign to the Company all world-wide rights,
title and interest in any and all inventions, original works of authorship,
developments, improvements, and trade secrets which were made by either or
both
of them from May 3, 2001 to the date of the Confidential Information Agreement,
which relate in any way to the Company’s business, products or research and
development, or proposed business, products, research or development, including
but not limited to any patents filed or issued before of after the date of
the
Confidential Information Agreement. Mr. Blomen and Blomenco have also
granted to the Company an exclusive (including as to Mr. Blomen and Blomenco),
perpetual, irrevocable, assignable, transferable, world-wide royalty free
license in the industry for medium and high temperature fuel cell power plants
for applications greater than one megawatt of any and all inventions, original
works of authorship, developments, improvements, and trade secrets which were
made by either or both of them prior to May 3, 2001, which relate in any way
to
the Company’s business, products or research and development, or proposed
business, products, research or development, including but not limited to any
patents filed or issued before or after the date of the Confidential Information
Agreement; provided that such license shall become non-exclusive on the later
of
three years from the date of the Confidential Information Agreement and eighteen
months from the date of termination of the Consulting Services Agreement. During
Mr. Blomen’s consulting relationship with the Company and for a period of one
year thereafter he is prohibited from competing against the Company.
The
description of the Confidential Information Agreement set forth above does
not
purport to be complete and is qualified in its entirety by reference to the
Confidential Information Agreement, which is filed hereto as Exhibit 10.3 and
is
incorporated herein by reference.