EX-99.01 2 ex9901to8k05733_09072006.htm sec document

                                                                   Exhibit 99.01


                    SEPARATION AGREEMENT AND GENERAL RELEASES


          This Separation  Agreement and General  Releases (the  "Agreement") is
dated as of September 7, 2006, by and between Del Global  Technologies  Corp., a
New York  corporation  (who along with its subsidiaries is referred to herein as
the "Company"), and Mark A. Koch ("Koch").

         WHEREAS, this Agreement governs the terms of Koch's separation from the
Company and the Company's financial and other obligations to Koch.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for other good and valuable consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereby  agree as
follows:

          1.   TERMINATION DATE. Koch and the Company agree that his last day of
employment  with the Company will be the first business day following the filing
by the Company with the U.S.  Securities  and Exchange  Commission of its Annual
Report on Form 10-K for the fiscal  year  ending  July 29,  2006 but in no event
later than  November  30, 2006  unless  mutually  agreed in writing  between the
parties (the  "Termination  Date").  Koch understands and agrees that, as of the
Termination  Date,  he will no  longer  be  authorized  to incur  any  expenses,
obligations,  or liabilities on behalf of the Company,  and agrees that he shall
submit for  reimbursement  any outstanding  expenses  incurred with  appropriate
documentation for which he seeks  reimbursement  within four (4) weeks following
the  Termination  Date.  Koch further  understands  and agrees  that,  as of the
Termination  Date,  he will no longer be  authorized  to conduct any business on
behalf  of  the  Company  or to  hold  himself  out  as an  employee,  agent  or
representative  of the Company.  Effective on the Termination Date, Koch resigns
from  any  executive  positions  he  holds  with  the  Company  and any  Company
subsidiaries  and/or affiliates  including,  without  limitation,  Villa Sistemi
Medicali,  S.p.A.  It is further  understood and agreed that after September 30,
2006, when the lease on the Company's offices in Valhalla,  New York terminates,
Koch shall work from his home office, except when necessary to travel on Company
business;  provided, however, that any such travel shall be reasonable in nature
and scope,  Koch shall be paid or reimbursed  for his  reasonable  and necessary
travel,  lodging, meal and incidental expenses in accordance with Company policy
if  required  to  travel,  and Koch shall be  excused  from work when  needed to
interview or otherwise  engage in  activities  in pursuit of employment to begin
with another  employer  following the  Termination  Date so long as such absence
from work does not interfere  with the  performance by Koch of his duties to the
Company.

          2.   SEVERANCE BENEFITS AND OTHER PAYMENTS DUE.

               (a)  Separate  and apart from the  severance  benefits  described
below,  the Company shall  continue to pay Koch his full base salary through the
Termination  Date at the rate  currently  in effect,  and shall pay Koch for his
earned but unused  vacation  pay for no more than 10 earned but unused  vacation
days or $6,505.  Such  vacation  pay shall be paid to Koch as required by law on
the next payday following the Termination Date.

               (b)  The  Company   will  pay  Koch  a  severance   payment  (the
"Severance Payment") equal to $165,000 which is one (1) times Koch's annual base
salary  currently  in effect.  The  Severance  Payment  shall be paid to Koch in



pro-rata equal installments pursuant to the Company's standard payroll practices
over a  twelve-month  period  commencing  with the first  payday  following  the
Termination Date; provided,  however, that in the event the Company sells any of
its assets or the assets of any of its U.S.  subsidiaries for cash and such sale
results in net cash proceeds to the Company of at least $5.0  million,  then the
Company  shall pay to Koch any  balance  outstanding  of the  Severance  Payment
within ten (10) days after the receipt by the Company of such net cash  proceeds
from such asset sale.

               (c)  Koch will  also be  entitled  to  receive  health  insurance
coverage for himself and his dependents under the same plan or plans under which
he was covered  prior to the  Termination  Date or  substantially  similar group
medical  plan(s)  established  by the  Company  or any  one of its  subsidiaries
thereafter.  Such health insurance  coverage shall be paid for by the Company to
the same extent as if Koch was still  employed by the Company,  and Koch will be
required  to make such  payments as he would be required to make if he was still
employed by the Company.  This  coverage  will  continue for a period of one (1)
year following the Termination Date.

               (d)  The Company shall  withhold  from any amounts  payable under
subparagraphs (a) and (b) above all federal, state, city or other taxes required
by  applicable  law to be withheld  by the  Company and shall make all  required
employer payments for Social Security and Medicare.

               (e)  In the  event  that  the  Company  fails  to make any of the
payments  required by subparagraph  (b) above on the date due or within five (5)
business  days after a written  notice of such  failure to pay is provided  (the
"Notice  Period"),  then any and all unpaid amounts due shall  accelerate and be
payable to Koch.  For each day after the date of such Notice Period has expired,
and for every day thereafter that the unpaid amount is not paid in full to Koch,
then the total of all unpaid amounts of the Severance  Payment shall  accelerate
and be payable to Koch  immediately  and all such unpaid  amounts  shall  accrue
interest at the rate of 9% per annum.  If payments  due have not been made prior
to the time that the Notice Period has expired, then Koch may commence a lawsuit
for any and all unpaid amounts required by subparagraph (b) above, including the
amounts  accelerated,  plus interest on all such amounts, and the Company agrees
to pay the full amount of Koch's reasonable  attorneys fees and expenses in such
lawsuit.  Further, the Company agrees that in any such lawsuit, the Company will
not  assert any  affirmative  defenses,  setoffs,  or  counterclaims;  provided,
however, that nothing shall prohibit the Company from bringing a separate action
against Koch for breach of this Agreement or of any other legal  obligation that
Koch may have to the Company.  In any such lawsuit  against Koch,  the party who
substantially  prevails  in such action  shall be  entitled to payment  from the
other party for all of its or his costs and  expenses  incurred in such  action,
including reasonable attorneys fees.

               (f)  Koch  acknowledges  and agrees that he is not  otherwise due
any other monies from the Company including any unpaid salary, benefits,  change
in control payments,  or other compensation other than outstanding  expenses for
which he will submit for  reimbursement  as  provided  in Section 1 hereof,  any
unpaid base salary in the current payroll period through the  Termination  Date,
any unpaid  vacation  pay as set forth  above and any vested  amounts  under any
employee  benefit  plan  governed  by ERISA  that  have not yet been paid to him
(including group medical benefits).  Koch understands that he is not entitled to


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any  payments  from the  Company  of any kind or  nature  pursuant  to any other
agreement  or  agreements  with the Company  other than the payment and benefits
described or referred to within this Agreement.  Koch further  understands  that
aside from the foregoing, he is not entitled to and will not receive any further
payment or benefits of any kind from the  Company.  This is not intended to be a
declination of COBRA coverage or a waiver of any rights under COBRA.

          3.   RELEASES. In exchange for the consideration  provided for in this
Agreement,   without  any  further  deed  or  action,   Koch   irrevocably   and
unconditionally releases the Company, its predecessors,  parents,  subsidiaries,
affiliates,   and  past,  present  and  future  officers,   directors,   agents,
consultants, employees,  representatives,  and insurers, as applicable, together
with all  successors  and  assigns of any of the  foregoing  (collectively,  the
"Releasees"), of and from all claims, demands, actions, causes of action, rights
of  action,  contracts,  controversies,   covenants,  obligations,   agreements,
damages,  penalties,  interest,  fees, expenses,  costs,  remedies,  reckonings,
extents,  responsibilities,  liabilities,  suits,  and proceedings of whatsoever
kind, nature, or description, direct or indirect, vested or contingent, known or
unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise,
under the laws of any  jurisdiction,  that  Koch or his  legal  representatives,
successors or assigns,  ever had, now has, or hereafter can, shall, or may have,
against the Releasees,  as set forth above, jointly or severally,  for, upon, or
by reason of any matter,  cause,  or thing  whatsoever from the beginning of the
world through, and including, the date of this Agreement ("Claims"), arising out
of Koch's employment with the Company.

          It is understood and agreed that Koch hereby  expressly waives any and
all laws or statutes, of any jurisdiction  whatsoever,  which may provide that a
general release does not extend to claims not known or suspected to exist at the
time of executing a release  which if known would have  materially  affected the
decision to give said  release.  It is  expressly  intended and agreed that this
Release does in fact extend to such unknown or unsuspected Claims arising out of
Koch's  employment  with the Company,  related to anything which has happened to
the date hereof even if knowledge  thereof  would have  materially  affected the
decision to give said release.

          Such  release  includes,  but is not limited to, the  violation of any
express or implied contract;  any federal,  state or local laws,  restricting an
employer's right to terminate  employees,  or otherwise  regulating  employment;
workers  compensation,  wage and hour,  or other  employee  relations  statutes,
executive  orders,  ordinance,  or  regulations,  including any rights or claims
under Title VII of the Civil Rights Act of 1964, as amended the Civil Rights Act
of 1991, the Americans with Disabilities Act of 1990, the  Rehabilitation Act of
1973,  the Family and Medical  Leave Act of 1993,  the Civil Rights Act of 1866,
the Age  Discrimination in Employment Act of 1967, the Fair Labor Standards Act,
the WARN Act, or any state or local laws covering the same subject matter;  tort
(including,  without  limitation,  negligent  conduct,  invasion  of privacy and
defamation);   any  federal,   state,  or  local  laws  providing  recourse  for
retaliation,  wrongful discharge,  dismissal or other obligations arising out of
public policy, physical or personal injury, fraud, negligent misrepresentations,
and similar or related  claims.  The laws  referred to in this  section  include
statutes,  regulations, other administrative guidance, and common law doctrines.
Any and all claims  and/or  disputes  arising  out of or  relating to any of the
foregoing shall be, and are, finally compromised, released and settled.

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          Notwithstanding  the  foregoing,  this release does not include Koch's
right to enforce the terms of this  Agreement,  his rights under  COBRA,  or his
rights to vested  benefits  under  ERISA or any  other  statute  whereby a party
cannot  waive his rights in a private  agreement  with his  employer.  Except to
enforce this Agreement or as otherwise provided by law, Koch agrees that he will
not pursue, file or assert or permit to be pursued,  filed or asserted any civil
action,  suit or legal proceeding seeking equitable or monetary relief (nor will
he seek or in any way obtain or accept any such relief in any civil action, suit
or legal  proceeding)  in connection  with any matter  concerning his employment
relationship with the Company and/or the termination thereof with respect to all
of the claims  released herein arising from the beginning of the world up to and
including the date of execution of this  Agreement  (whether known or unknown to
him and including any continuing  effects of any acts or practices  prior to the
date of execution of this Agreement).

          If Koch should  bring any action  arising  out of the  subject  matter
covered by this Agreement,  except to enforce this Agreement or his rights under
law, he understands  and recognizes  that he will, at the option of the Company,
be considered in breach of this  Agreement and shall be required to  immediately
return any and all funds received  pursuant to this Agreement.  Furthermore,  if
the Company should substantially  prevail in any such lawsuit, Koch shall pay to
the Company all of its costs and expenses incurred in such an action,  including
reasonable  attorney's  fees.  If Koch should  bring any action to enforce  this
Agreement or defend any action by the Company to enforce this Agreement,  and if
he substantially  prevails in such action,  the Company shall pay to Koch all of
his  costs  and  expenses  incurred  in such  an  action,  including  reasonable
attorney's fees.

          In exchange for the consideration provided for in this Agreement,  and
without  any  further  deed  or  action,  the  Company  hereby  irrevocably  and
unconditionally  releases and forever discharges Koch and his heirs,  executors,
and representatives of and from all claims, demands,  actions, causes of action,
rights of action, contracts, controversies,  covenants, obligations, agreements,
damages,  penalties,  interest,  fees, expenses,  costs,  remedies,  reckonings,
extents,  responsibilities,  liabilities,  suits,  and proceedings of whatsoever
kind, nature, or description,  direct or indirect,  vested or contingent,  which
are presently known in contract,  tort, law, equity, or otherwise,  or under the
laws of any jurisdiction,  that the Company now has, or hereafter can, shall, or
may have,  against Koch for, upon, or by reason of any matter,  cause,  or thing
whatsoever from the beginning of the world through,  and including,  the date of
this Agreement (the "Koch Claims").

          4.   COMPANY  INFORMATION  AND  PROPERTY.  Koch agrees to  immediately
return to the Company all Company  property and  information  in his  possession
including,  but not limited to, Company  files,  financial  models,  strategies,
compilations,   studies,  manuals,  memoranda,  client  lists  or  other  client
information, or other documents or records related to the Company's business and
operations,  in any form in which they are  maintained,  and agrees that he will
not retain any copies,  duplicates,  reproductions,  or excerpts  thereof in any
form. Koch also agrees to immediately return any computer equipment,  Blackberry
equipment,  cell phones,  access codes, discs,  software, or other Company-owned
items in his possession.

          5.   COOPERATION;  INDEMNIFICATION.  Koch agrees that, upon reasonable
request, he will cooperate with the Company so long as such cooperation does not


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interfere  in any  material  respects  with  any  full-time  job he may  have or
business he is conducting at the time.  The  obligation to cooperate will extend
only to these  matters  with  which  Koch may have  been  involved  while he was
employed by the Company.  The Company  agrees to reimburse  Koch for any and all
expenses  reasonably incurred by him in connection with any such request made by
the Company.  The Company  acknowledges  and  confirms  that Koch is entitled to
indemnification  to the extent provided for in the Company's charter and bylaws,
the charter and bylaws of any of the Company's  subsidiaries that Koch served as
an officer and/or director,  including Villa Sistemi Medicali,  S.p.A.,  and any
insurance   policies  of  the  Company  or  its   subsidiaries   providing   for
indemnification coverage to Koch.

          6.   CONFIDENTIALITY.  Koch agrees that he will not disclose, directly
or indirectly,  the underlying  facts that led up to this Agreement or the terms
or amount to be paid under this  Agreement.  Koch represents that he has not and
will not, in any way,  publicize the terms of this Agreement and agrees that its
terms are  confidential  and will not be  disclosed  by him,  except that he may
discuss  the  terms of this  Agreement  with  his  attorneys,  financial  or tax
advisors, and members of his immediate family, or as otherwise required by law.

          7.   NON-DISPARAGEMENT.  Koch  represents  and  agrees  that he  shall
refrain from making any written or oral  statements to any person or entity with
whom the Company or Koch has had or may have a business  or social  relationship
which may reasonably be expected to impugn or degrade the character,  integrity,
or ethics of the Company, its affiliates,  directors,  employees, or clients, or
which may reasonably be expected to damage the business,  image or reputation of
the Company, its affiliates, directors, employees, or clients.

          8.   APPLICABLE LAW AND JURISDICTION. This Agreement shall be governed
by and construed in accordance  with the laws of the State of New York,  without
regard to its conflicts of law principles. Any dispute regarding this Agreement,
or relating to Koch's employment with the Company shall be brought in the courts
located in New York County,  New York which will be the  exclusive  jurisdiction
for such disputes. The Company and Koch hereby expressly waive a right to a jury
trial in any such actions.

          9.   ENTIRE  AGREEMENT.  This Agreement may not be changed or altered,
except by a writing  signed by both parties.  Until such time as this  Agreement
has been  executed  and  subscribed  by both parties  hereto:  (i) its terms and
conditions  and  any  discussion   relating   thereto,   without  any  exception
whatsoever, shall not be binding nor enforceable for any purpose upon any party;
and (ii) no provision  contained  herein shall be construed as an  inducement to
act or to  withhold  an  action,  or be  relied  upon as  such.  This  Agreement
constitutes an integrated, written contract, expressing the entire agreement and
understanding  between the parties with respect to the subject matter hereof and
supersedes  any and all prior  agreements and  understandings,  oral or written,
between  the  parties,  including  but not  limited  to the  Severance  Benefits
Agreement  dated  May 23,  2005  between  the  Company  and you (the  "Severance
Benefits  Agreement") EXCEPT THAT that the terms and conditions of Article IV of
the Severance  Benefits  Agreement  shall survive and shall be of full force and
effect  after the  execution of this  Agreement,  except that Article 4.3 of the
Severance  Benefits  Agreement  shall  be  amended  to add the  words  "property
containing any" before the words "Confidential Information."

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          10.  ASSIGNMENT. Koch represents and warrants that he has not assigned
or  transferred  any claim he is releasing,  nor has he purported to do so. This
Agreement  binds  Koch's  heirs,  administrators,   representatives,  executors,
successors,  and assigns, and will insure to the benefit of all Released Parties
and  their  respective  heirs,   administrators,   representatives,   executors,
successors,  and  assigns.  This  Agreement  is binding upon the Company and its
successors and assigns. 11. SEVERABILITY.  If any provision in this Agreement is
found to be unenforceable, all other provisions will remain fully enforceable.

          12.  INDEPENDENT   LEGAL  COUNSEL.   Koch  acknowledges  that  he  has
consulted  with  independent  legal  counsel  regarding the legal effect of this
Agreement, and is entering into this Agreement freely and voluntarily.

          13.  BINDING  EFFECT.  This  Agreement  will  be  deemed  binding  and
effective  immediately upon its execution by Koch;  provided,  however,  that in
accordance  with the Age  Discrimination  in Employment Act of 1967 ("ADEA") (29
U.S.C.  ss. 626, as amended),  Koch's waiver of ADEA claims under this Agreement
is subject to the following: Koch may consider the terms of his waiver of claims
under the ADEA for  twenty-one  (21) days before signing it. Koch may revoke his
waiver of claims  under the ADEA  within  seven (7) days of the day he  executes
this Agreement. Koch's waiver of claims under the ADEA will not become effective
until the eighth (8th) day  following  his signing of this  Agreement.  Koch may
revoke his waiver of ADEA claims  under this  Agreement  by  delivering  written
notice of such revocation via facsimile  before the end of the seventh (7th) day
following  his  signing of this  Agreement  to: Del Global  Technologies  Corp.,
facsimile number  847-288-7011,  Attention:  Chairman of the Board. In the event
that Koch  revokes his waiver of ADEA claims under this  Agreement  prior to the
eighth  (8th) day after  signing it, the  remaining  portions of this  Agreement
shall  remain in full  force in  effect,  provided  that the  obligation  of the
Company to provide the payments  and  benefits  set forth in Agreement  shall be
null and void.  Koch  further  understands  that if he does not  revoke the ADEA
waiver in this Agreement within seven (7) days after signing this Agreement, his
waiver of ADEA claims will be final, binding, enforceable, and irrevocable.

          KOCH UNDERSTANDS THAT FOR ALL PURPOSES OTHER THAN HIS WAIVER OF CLAIMS
UNDER  THE  ADEA,  THIS  AGREEMENT  WILL  BE  FINAL,  EFFECTIVE,   BINDING,  AND
IRREVOCABLE IMMEDIATELY UPON ITS EXECUTION.

          14.  ACKNOWLEDGEMENT.  Koch  acknowledges  that he: (a) has  carefully
read this  Agreement in its entirety;  (b) has had an opportunity to consider it
for at least  twenty-one  (21) days; (c) has been advised to consult and has had
an opportunity to consult with legal counsel of his choosing in connection  with
this Agreement;  (d) fully  understands the significance of all of the terms and
conditions  of this  Agreement  and has discussed  them with  independent  legal
counsel;  (e) has had  answered to his  satisfaction  any  questions  asked with
regard  to the  meaning  and  significance  of any of  the  provisions  of  this
Agreement;  and (f) is signing this  Agreement  voluntarily  and of his own free
will and agrees to abide by all the terms and conditions contained herein.


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          This Agreement may be executed in counterparts, each of which shall be
deemed an original,  but all of which together shall constitute one and the same
instrument.


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          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
first date set forth above.

                                          DEL GLOBAL TECHNOLOGIES CORP.

                                          By:  /s/ James Henderson
                                             -----------------------------------
                                             Name:  James Henderson
                                             Title: Chairman of the Board


                                             /s/ Mark A. Koch
                                          --------------------------------------
                                          Mark A. Koch



















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