TERMINATION AND RELEASE AGREEMENT
THIS TERMINATION AND RELEASE AGREEMENT (the “Agreement”) is made and entered into as of January 30, 2023 (the “Effective Date”), by and between John Regazzi (the “Employee”) and Giga-tronics, Incorporated (the “Employer” or the “Company”).
WHEREAS, the Employee is employed by the Employer;
WHEREAS, the Employee desires to resign as a full-time employee and as an officer, but not as a director;
WHEREAS, the parties wish to resolve all outstanding claims and disputes between them in an amicable manner;
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth in this Agreement, the sufficiency of which the parties acknowledge, it is agreed as follows:
In addition, the Employer owes the Employee $36,000 in paid time off compensation, which the Employee will take over the 12-month period beginning with the date of this Agreement. The sums due under Section 2(c) and (d) shall paid every two weeks or as may be adjusted to be consistent with the payroll procedure of the Company (the “Payments”). All Payments shall be made in accordance with the Employer’s customary payroll practices and shall be subject to withholding for all applicable federal, state, social security and other taxes. All Payments shall be initially
rounded up to the nearest whole dollar and then rounded down. The Employee acknowledges that he may not otherwise be entitled to the Payments but for his promises in this Agreement.
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(i) You will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that:
(1) is made: (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B)
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solely for the purpose of reporting or investigating a suspected violation of law; or
(2) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.
(ii) If you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the Company's trade secrets to your attorney and use the trade secret information in the court proceeding if you:
(1) file any document containing the trade secret under seal; and
(2) do not disclose the trade secret, except pursuant to court order.
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If to the Company: Giga-tronics, Incorporated
5990 Gleason Drive
Dublin, CA, 94568
Attention: Mr. Jonathan Read, Chief Executive Officer
Email: jread@greshamww.com
With a Copy to: Nason Yeager Gerson Harris & Fumero, P.A.
3001 PGA Boulevard, Suite 305
Palm Beach Gardens, FL 33410
Telephone: (561) 471-3507
Attention: Michael D. Harris, Esq.
Email: mharris@nasonyeager.com
If to the Employee: John Regazzi
200 Maui Ct.
San Ramon, CA 94582
Email: john@mauicourt.net
or to such other address as any of them, by notice to the other may designate from time to time. Time shall be counted from the date of transmission.
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PLEASE READ CAREFULLY. THIS AGREEMENT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
Giga-tronics, Incorporated
By:
Jonathan Read, Chief Executive Officer
I have carefully read this Agreement and understand that it contains a release of known and unknown claims. I acknowledge and agree to all of the terms and conditions of this Agreement. I further acknowledge that I enter into this Agreement voluntarily with a full understanding of its terms.
John R Regazzi
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