-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HQQCBfwW7XywzywsmsnDTYm7zU0vx4L3mDq6i3yQjy0Fv+Lo9tNeSLGT9ovTDoCj ISaUvTTbYo6Au8qp2rswVg== 0001019687-08-000457.txt : 20080206 0001019687-08-000457.hdr.sgml : 20080206 20080206135239 ACCESSION NUMBER: 0001019687-08-000457 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080131 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080206 DATE AS OF CHANGE: 20080206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORLD WASTE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000890447 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 953977501 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11476 FILM NUMBER: 08580805 BUSINESS ADDRESS: STREET 1: 13520 EVENING CREEK DRIVE STREET 2: SUITE 130 CITY: SAN DIEGO STATE: CA ZIP: 93065 BUSINESS PHONE: 8583913400 MAIL ADDRESS: STREET 1: 13520 EVENING CREEK DRIVE STREET 2: SUITE 130 CITY: SAN DIEGO STATE: CA ZIP: 93065 FORMER COMPANY: FORMER CONFORMED NAME: VOICE POWERED TECHNOLOGY INTERNATIONAL INC DATE OF NAME CHANGE: 19940831 8-K 1 worldwaste_8k-013108.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 6, 2008 Date of Earliest Event Reported: January 31, 2008 WORLD WASTE TECHNOLOGIES, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) California - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-11476 95-3977501 - -------------------------------------- -------------------------------------- (Commission File Number) (I.R.S. Employer Identification No.) 13500 Evening Creek Drive, Suite 440, San Diego, California 92128 - ----------------------------------------------------------- ---------------- (Address of Principal Executive Offices) (Zip Code) (858) 391-3400 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) N/A - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS On February 1, 2008, David Rane, the then-Chief Financial Officer and Secretary of World Waste Technologies, Inc., a California corporation ("WWT"), resigned from all positions held by him with WWT, effective as of such date. Mr. Rane informed WWT that he was resigning as a result of the pending relocation of WWT's San Diego, California offices to Cupertino, California, and not as a result of any disagreement with WWT. Accordingly, Mr. Rane's resignation was deemed to be for "good cause" under the terms of his exiting employment agreement. On the same date, WWT and Mr. Rane entered into a Separation Agreement and General Release (the "Separation Agreement") pursuant to which WWT and Mr. Rane agreed to release each other from any and all claims. Mr Rane has the right to terminate the Separation Agreement within seven days of February 1, 2008. The Separation Agreement also provides that Mr. Rane will be retained as a consultant for the twelve-month period ending February 1, 2009. During this consultancy period, Mr. Rane will be responsible for (i) preparation and filing with the Securities and Exchange Commission, on WWT's behalf, of WWT's Annual Report on Form 10-K for the year ended December 31, 2007 (including execution of Sarbanes-Oxley Act certifications); and (ii) preparation and filing with the SEC of WWT's Quarterly Reports on Form 10-Q for the three and six months ended March 31, 2008 and June 30, 2008, respectively (or, in the event that at any point during the preparation of either Report, his successor is in place, then to be actively available, in person and/or by telephone, to consult with his successor regarding the full preparation and filing of any such Report). Mr. Rane also agreed to be available to WWT on a periodic basis with respect to transition activities assigned to him by WWT's Chief Executive Officer, including assisting Mr. Rane's successor with the full preparation and filing of Reports with the SEC. Although not required to account for his time during the consultancy period, Mr. Rane has agreed to be available on a timely basis to fulfill his enumerated duties. Consistent with the terms of his employment agreement, Mr. Rane will be paid $18,666.66 per month during the consultancy period and will be reimbursed for the cost of his medical, dental and vision insurance premiums (approximately $2,000 per month). Mr. Rane will retain the options he holds to acquire up to 750,000 shares of WWT's common stock, which options will continue to vest throughout the consulting period and thereafter remain in effect in accordance with their terms. A copy of the Separation Agreement is attached hereto as Exhibit 10.1 and is incorporated into this section by reference. Effective February 4, 2008, Adam Shore was retained by WWT to act as interim CFO on a consulting basis through April 1, 2008. Pursuant to his consulting agreement with WWT, Mr. Shore will be paid at the monthly rate of $8,000. Mr. Shore's consulting duties include performing services customarily performed by the chief financial officer of a public corporation, together with such other duties as may be assigned to him by WWT's CEO, including working with Mr. Rane to implement a CFO transition plan. 2 From 1999 to June 2007, Mr. Shore, age 36, was employed by Calpine Corporation, a public company engaged in the generation and sale of electricity and electricity-related products, where he served in a number of capacities including Vice President-SEC & Financial Reporting and, most recently, Vice President-Financial Planning and Analysis. Mr. Shore holds a BA degree from Tufts University and an MBA, with an accompanying MS in Accounting, from Northeastern University. There are no family relationships between Mr. Shore and any executive officer or director of WWT. A copy of the consulting agreement with Mr. Shore is attached hereto as Exhibit 10.2 and is incorporated into this section by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. The following exhibits are filed as exhibits to this Current Report on Form 8-K: EXHIBIT NO. DESCRIPTION 10.1 Separation Agreement and General Release, dated as of February 1, 2008, between WWT and David Rane. 10.2 Consulting Agreement, dated as of February 4, 2008, between WWT and Adam Shore. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: February 5, 2008 WORLD WASTE TECHNOLOGIES, INC. By: /s/ JOHN PIMENTEL ----------------- John Pimentel CHIEF EXECUTIVE OFFICER 4 EX-10.1 2 worldwaste_8k-ex1001.txt SEPERATION AGREEMENT EXHIBIT 10.1 SEPARATION AGREEMENT AND GENERAL RELEASE I. PARTIES This Separation Agreement and General Release (this "Separation Agreement" or this "Agreement"), effective as of February 1, 2008 (the "Effective Date") is entered into between the following parties (the "Parties"): A. David Rane ("Rane"), individually and on behalf of his Related Entities;(1) and B. World Waste Technologies, Inc. ("WWT"), on behalf of itself and its Related Entities. II. RECITALS This Separation Agreement is made with reference to the following facts: A. Rane currently serves as Chief Financial Officer of WWT pursuant to that certain Employment Agreement, dated as of April 20, 2005, between Rane and WWT (the "Employment Agreement"). B. The Employment Agreement grants Rane the right to terminate his employment thereunder in the event he is required to perform services at a location which is 75 miles from his principal work site (the "Existing Location") (any such termination being referred to as a resignation "for good reason"). C. In connection with the pending consolidation of WWT's corporate offices, WWT has informed Rane that it will be closing its San Diego, California offices and relocating employees to WWT's Cupertino, California office (the "New Location"). D. The New Location is in excess of 75 miles from the Existing Location. E. Rane has informed WWT that he is exercising his right under the Employment Agreement to resign for good reason. Accordingly, as of the Effective Date, Rane and WWT mutually agree that Rane shall resign as an officer and employee of WWT. F. Rane and WWT wish to enter into this Agreement in order to set forth the agreed upon terms of Rane's resignation and to provide for the granting of mutual general releases. _______________________ (1) For purposes of this Agreement, a Party's "Related Entities" shall be defined as his or its past, present and future partners and partners of those partners, successors, predecessors, assignees, beneficiaries, heirs, legatees, devisees, executors, administrators, legal representatives, children, joint venturers, principals, agents, trustees, attorneys, insurers, officers, directors, employees, shareholders, affiliates and associates; its parent and subsidiary corporations, divisions, affiliated companies and the officers, directors, partnerships, representatives, employees, shareholders and affiliates of each of them; and any other representative of the Party, including, without limitation, in the case of WWT, TroyGould PC and its officers, directors, shareholders and employees. 1 III. RELEASES A. Rane' Release of WWT. 1. In consideration of the terms and provisions of this Separation Agreement and in consideration of WWT's payments to Rane and WWT's agreements and acknowledgments as set forth in Article VII, below, Rane, on behalf of himself and on behalf of his Related Entities, hereby, generally and unconditionally, relieves, releases, remises, acquits and forever discharges WWT and its Related Entities, of and from any and all claims, demands, rights, actions, causes of action, suits, contracts, debts, controversies, expenses, liabilities, obligations, damages, losses, expenses (including, without limitation, reasonable attorneys' fees, except as expressly set forth within this Agreement), penalties, costs and allegations of any kind and character whatsoever, whether legal, contractual, statutory, administrative or equitable in nature or otherwise, whether known or unknown, suspected or unsuspected, direct or indirect, absolute, fixed or contingent, that Rane now owns, holds, has or claims to have, or owned at any time, held, had or claimed to have had or may come to own, hold, have or claim to have against WWT and its Related Entities arising out of or in connection with Rane' employment relationship with WWT. 2. The release set forth above includes, without limitation, all claims, demands, causes of action, facts, transactions, occurrences, circumstances, acts or omissions, or allegations of any kind and character whatsoever asserted by Rane or which could have been asserted by Rane in connection with Rane's employment and relationship with WWT, including any and all facts in any manner arising out of, related or pertaining to or connected with those claims or with the terms of or value of any consideration paid to Rane in connection with Rane's employment and relationship with, or termination of employment from, WWT, or any of its Related Entities, including, without limitation, any claims based on, related to or arising from federal, state or local laws (including, but not limited to, the Age Discrimination in Employment Act, the California Labor Code, Title VII of the Civil Rights Act of 1964, as amended, and the Fair Labor Standards Act) that prohibit employment discrimination on the basis of race, national origin, religion, age, gender, marital status, pregnancy, handicap, perceived handicap, ancestry, sexual orientation, family or personal leave or of any other form of discrimination, or from laws such as workers' compensation laws, which provide rights and remedies for injuries sustained in the workplace or from any common law claims of any kind, including, without limitation, contract, tort or property rights including, but not limited to, breach of express or implied contract, breach of the implied covenant of good faith and fair dealing, tortious interference with contract or current or prospective economic advantage, fraud, deceit, breach of privacy, misrepresentation, defamation, wrongful termination, tortious infliction of emotional distress, loss of consortium, breach of fiduciary duty, violation of public policy and any other common law claim of any kind whatsoever, any claims for severance pay, sick leave, family leave, vacation, life insurance, bonuses, health insurance, disability or medical insurance or any other fringe benefit or compensation, or any claims relating to or arising out of any purported right to stock or stock options in WWT (in each case except as specifically provided for in Article VII below), and all rights or claims arising under the Employment Retirement Income Security Act of 1974 ("ERISA") or pertaining to ERISA regulated benefits (all collectively defined as "Rane's Released Claims"). 2 B. WWT Release of Rane. In consideration of the terms and provisions of this Separation Agreement and in consideration of Rane's agreements and acknowledgments as set forth in Article VII, below, WWT, on behalf of itself and on behalf of its Related Entities, hereby, generally and unconditionally, relieves, releases, remises, acquits and forever discharges Rane and his Related Entities of and from any and all claims, demands, rights, actions, causes of action, suits, contracts, debts, controversies, expenses, liabilities, obligations, damages, losses, expenses (including, without limitation, reasonable attorneys' fees except as expressly set forth within this Agreement), penalties, costs and allegations of any kind and character whatsoever, whether legal, contractual, statutory, administrative or equitable in nature or otherwise, whether known or unknown, suspected or unsuspected, direct or indirect, absolute, fixed or contingent, that WWT now owns, holds, has or claims to have, or owned at any time, held, had or claimed to have had or may come to own, hold, have or claim to have against Rane or his Related Entities arising out of or in connection with Rane's employment with WWT and all claims, demands, causes of action, facts, transactions, occurrences, circumstances, acts or omissions, or allegations of any kind and character whatsoever asserted by WWT or which could have been asserted by WWT in connection with Rane's employment relationship with WWT (all of these claims and Rane's Released Claims defined collectively as the "Released Claims"). C. Unknown Claims and Risks Released by the Parties. The Parties, and each of them, hereby knowingly, voluntarily and expressly waive and relinquish any and all rights and benefits that they may have under Section 1542 of the California Civil Code, or under any similar provision of law of any state or territory of the United States or any other jurisdiction and under any similar or analogous principle of common law. The Parties, and each of them, expressly understand that Section 1542 of the California Civil Code provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." The Parties, and each of them, agree and acknowledge that they are familiar with Section 1542 of the California Civil Code. The Parties, and each of them, further agree and acknowledge that their respective waivers of all rights or any similar benefits under that Section and under any similar statutes of any other jurisdiction (to the full extent that the Parties lawfully may waive all such rights and benefits with respect to the subject matter of this Separation Agreement) are essential terms of this Separation Agreement, without which the consideration given pursuant to this Separation Agreement would not have been given by the Parties, and each of them. IV. ASSUMPTION OF RISK REGARDING RELEASED CLAIMS A. The Parties acknowledge that there is a risk that, after execution of this Separation Agreement, they may discover, incur or suffer claims that were unknown or unanticipated at the time of this Separation Agreement, including, but not limited to, unknown or unanticipated claims that arise from, are based upon or are related to any facts underlying the Released Claims, which had they been known or more fully understood, may have affected the Parties' decisions to execute the Separation Agreement as it currently is written. Each Party knowingly and expressly assumes the risk of these unknown and unanticipated claims and agrees that this Separation Agreement and the general releases set forth within it apply to all such unknown, unanticipated or potential claims. 3 B. Furthermore, it is the intention of the Parties, by entering into this Separation Agreement, to settle and release fully, finally and forever all Released Claims and any and all claims that now exist, or may have at any time existed or shall come to exist in connection with Rane's employment relationship with WWT. In furtherance of the Parties' intention, the releases given within this Separation Agreement (including, without limitation, the waivers set forth in Article III, paragraph C, above) shall be and remain in effect as full and complete releases and discharges of the Released Claims and of any related matters notwithstanding the discovery by any Party of the existence of any additional or different claims or the facts relative to any such claims. V. COVENANT NOT TO SUE A. Subject to the excepted matters set forth in Article VI, each Party to this Separation Agreement agrees that he or it will forever refrain and forbear from commencing, instituting or prosecuting any lawsuit, action or other proceeding, in law, equity or otherwise, against any other Party or against any Party's Related Entities, in any way arising out of or relating to the Released Claims. B. The Parties acknowledge and agree that monetary damages alone are inadequate to compensate any Party or any Party's Related Entities for injury caused or threatened by a breach of this Covenant Not to Sue and that preliminary and permanent injunctive relief restraining and prohibiting the prosecution of any action or proceeding brought or instituted in violation of this Covenant Not to Sue is a necessary and appropriate remedy in the event of such a breach. Nothing contained in this Article, however, shall be interpreted or construed to prohibit or in any way to limit the right of a non-breaching Party or of any of its Related Entities to obtain, in addition to injunctive relief, an award of monetary damages against any person or entity breaching this Covenant Not to Sue and Separation Agreement. VI. EXCEPTED MATTERS Notwithstanding the foregoing, any action or proceeding brought for breach of or to interpret or enforce the terms of this Separation Agreement is excepted from the Covenant Not to Sue set forth in Article V. VII. ADDITIONAL AGREEMENTS BY THE PARTIES AND ACTS TO BE TAKEN BY THE PARTIES As additional consideration the Parties agree as follows: A. WWT will retain Rane as a non-exclusive consultant to provide the services described below. The consultancy will commence on the Effective Date and continue until the one-year anniversary thereof (the "Consultancy Period"). During the Consultancy Period, Rane will provide the following services: 4 1. Preparation and filing with the SEC of WWT's Annual Report on Form 10-K for the year ended December 31, 2007 (including execution of Sarbanes-Oxley Act certifications); 2. Preparation and filing with the SEC of WWT's Quarterly Reports on Form 10-Q for the three and six months ended March 31, 2008 and June 30, 2008, respectively (or, in the event that at any point during the preparation of either Report, his successor is in place, then to be actively available, in person and/or by telephone, to consult with his successor regarding the full preparation and filing of any such Report); and 3. To be available to WWT on a periodic basis with respect to transition activities assigned to him by the CEO, including assisting his successor with the full preparation and filing of Reports with the SEC, and assisting with respect to transition issues that might arise as a result of the recapitalization of WWT or due to merger of any other entity with or into WWT. It is agreed by Rane that, notwithstanding the provisions of paragraph H below, WWT shall be permitted to reduce the payments otherwise due to Rane hereunder by any amounts paid to him during the Consultancy Period by any such other merged or successor entity and/or as a result of the sale of WWT's business. B. During the Consultancy Period, Rane will report to John Pimentel, or his successor, and shall have flexible work periods. Although Rane will not be required to account for his time, he shall be available on a timely basis. C. WWT will pay Rane's salary continuation of $18,666.66 per month from the Effective Date through the end of the Consultancy Period. The salary continuation will be paid in accordance with the usual WWT payroll practices. Rane will receive reimbursement of all expenses incurred directly and indirectly pertaining to WWT during the Consultancy Period. D. Rane currently holds options to purchase a total of up to 750,000 shares of WWT common stock under WWT's 2004 and 2007 Stock Option Plans (the "Options"). The Options will continue to vest until the end of the Consultancy Period and shall thereafter remain in effect in accordance with their terms. E. To the extent permitted by law, during the Consultancy Period, WWT will provide Rane with the same level of benefits that he was receiving as of the Effective Date (i.e. medical, dental and vision insurance coverage). Medical, dental and vision insurance will be provided through COBRA. The COBRA premium will be paid by Rane and reimbursed by WWT. F. WWT and Rane will jointly prepare and cause to be timely filed with the SEC a Current Report on Form 8-K relating to Rane's separation and consultancy with WWT. Rane agrees that he will make no other public statements regarding his separation or the details of this Agreement. 5 G. During the Consultancy Period, Rane shall be entitled to continue full use of WWT's office, office staff and office equipment (computer, facsimile equipment, cellular telephone, voicemail, blackberry, etc) to enable him to fulfill his duties hereunder. Notwithstanding the foregoing, Rane agrees and acknowledges that WWT will close its San Diego office during the Consultancy Period, at which time Rane will continue to provide the services hereunder from his personal residence. Any expenses, direct or indirect, Rane may incur fulfilling his duties during the Consultancy Period shall be reimbursed by WWT upon submittal of proper documentation. Upon the end of the Consultancy Period, Rane shall return all WWT property to WWT (including for example, office equipment, cellular phone and blackberry) H. Except as provided herein, Rane's receipt of compensation from employment, consulting or otherwise after the Effective Date shall have no effect on his right to salary continuation hereunder, and he shall have no obligation to mitigate by seeking employment, consulting or other assignments for purposes of this Agreement. I. The Parties acknowledge and agree that, as of the Effective Date, Rane has been paid for all salary, reimbursable expenses, accrued vacation, or for any other amounts that arise out of or relate in any way to Rane's employment or to services rendered to WWT by Rane up to and including the Effective Date. J. Non-Compete. Rane agrees that from the Effective Date through the end of the Consultancy Period, he shall not, without written permission from WWT's CEO, directly or indirectly, as employee, agent, consultant, stockholder, director, partner or in any other individual or representative capacity, own, operate, manage, control, engage in, invest in or participate in any manner in, as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or entity), or otherwise assist, for compensation or otherwise, any person or entity that engages in or owns, invests in, operates, manages or controls any venture or enterprise that is a direct competitor of WWT; provided, however, that nothing contained in this Agreement shall be construed to prevent Rane from investing in the stock of any competing corporation listed on a national securities exchange or traded in the over-the-counter market, but only if: (1) Rane is not involved in the business of said corporation, and (2) if Rane and his Related Entities collectively do not own more than an aggregate of 5% of the stock of such corporation, and (3) such investment does not violate WWT's Insider Trading Policy. K. Non-Solicitation. Rane agrees that from the Effective Date and through the end of the Consultancy Period, Rane will not interfere with or disrupt or attempt to disrupt WWT's business relationship with its customers or suppliers or solicit any of the employees of WWT to leave the employment of WWT. VIII. REPRESENTATIONS AND WARRANTIES A. No Other Representation. Each of the Parties represents, warrants and agrees that, in executing this Separation Agreement, he or it has relied solely on the statements expressly set forth within this Agreement. Each of the Parties further represents, warrants and agrees that, in executing this Separation Agreement, he or it has placed no reliance whatsoever on any statement, representation or promise of any other Party, or any other person or entity, that is not expressly set forth within this Agreement, or upon the failure of any other Party, or any other person or entity, to make any statement, representation or disclosure of anything whatsoever. The Parties have included this clause: (1) to preclude any claim that any Party was without the advice of counsel; and (2) to preclude the introduction of parol evidence to vary, interpret, supplement or contradict the terms of this Agreement. 6 B. Factual Investigation. Each of the Parties represents, warrants and agrees that he or it has made a sufficient investigation of all matters contained in or related to this Agreement as he or it deems necessary or desirable. C. Authority. Each of the Parties represents, warrants and agrees that he or it has the full right, power and authority to execute this Separation Agreement and that the person executing this Agreement on his or its behalf has the full right, power and authority to commit and to bind that Party fully to the terms of this Agreement. The Parties expressly covenant and warrant to each other and their Related Entities that they have the right, power, and authority to bind each and all of their Related Entities with respect to each and every provision of this Agreement which affects, or purports to affect, any or all of said Related Entities. In the event that any Related Entity makes any assertion that conflicts with the intent of the prior sentence, the Party making the representation shall fully indemnify, hold harmless and defend the affected Party and his or its Related Entities for the consequences of such assertion. D. No Assignment. Each of the Parties represents, warrants and agrees that there has been no assignment or transfer, including, without limitation, by way of subrogation or operation of law or otherwise, to any person or entity whatsoever of claims released by that Party. Each Party, to the extent any particular Party breaches this representation or warranty, agrees to defend, to indemnify and to hold harmless any non-breaching Party to this Agreement from and against any and all claims, allegations, demands, liabilities, losses, obligations, promises, damages, costs, expenses (including, without limitation, attorneys' fees and costs of investigation), lawsuits, actions (in law, equity or otherwise), causes of action, rights and privileges actually incurred as a result of that breach. IX. GENERAL A. Full Integration. Except for (i) the Indemnity Agreement between WWT and Rane; (ii) the Stock Option Agreements to which WWT and Rane are parties as referred to in Article VII, paragraph D; (iii) the Employee Proprietary Information and Inventions Agreement, dated as of October 13, 2004, between WWT and Rane; and (iv) WWT's Statement of Policy on Securities Trading By Company Personnel and Consultants, acknowledged by Rane on October 15, 2004, all of which shall remain in effect in accordance with their respective terms, this Separation Agreement is the final written expression and the complete and exclusive statement of all of the agreements, conditions, promises, representations and covenants between the Parties with respect to the subject matter of this Agreement, and replaces and supersedes all prior, former or contemporaneous agreements, negotiations, understandings, representations, discussions or warranties between the Parties, their respective representatives, and any other person or entity, with respect to the subject matter of this Agreement. Any modification, alteration or amendment of this Agreement shall be non-binding, ineffective or invalid unless it is in writing, specifically refers to this Agreement and is signed by the Party to be charged with the modification, alteration or amendment or by a duly authorized representative of that Party. 7 B. No Admissions. Each of the Parties expressly acknowledges and agrees that this Agreement represents a settlement of disputed claims and is not, in any respect, nor for any purpose, to be deemed or construed to be an admission or concession of any liability or wrongdoing by any Party whatsoever or of the existence of any claim. Furthermore, this Separation Agreement shall not be deemed to be for the benefit of, or to confer any rights of any kind or nature whatsoever upon, any third party (whether a person or entity) other than the Related Entities. C. Waiver And Severability. No waiver of any term, covenant or condition of this Separation Agreement shall be construed as a waiver of any other term, covenant or condition, nor shall any waiver of any default under this Separation Agreement be construed as a continuing waiver of any term, condition or covenant or as a waiver of any other default. Furthermore, in the event any portion of this Agreement is found, judicially or otherwise, to be unlawful, void or, for any other reason, unenforceable, that provision shall be deemed severable from this Agreement and the invalidity or lack of enforceability shall not affect the validity and enforceability of the remaining portions of this Agreement. D. California Law Governs. This Separation Agreement shall be construed and enforced in accordance with, and governed by, the internal, substantive laws of the State of California. E. Arbitration. The Parties agree that any dispute arising under or in connection with this Agreement shall be submitted to binding arbitration in accordance with California Code of Civil Procedure ss.ss. 1280 - 1294.2 before a single neutral arbitrator. Each Party understands that he or it is waiving his or its rights to a jury trial. The Party demanding arbitration shall submit a written claim to the other Party setting out the basis of the claim. Demands shall be presented in the same manner as notices under this Agreement. The Parties will attempt to reach agreement on an arbitrator within ten (10) business days of delivery of the arbitration demand. After this ten (10) business-day period, either Party may request a list of seven professional arbitrators from the American Arbitration Association or another mutually agreed service. The Parties will alternately strike names until only one person remains and that person shall be designated as the arbitrator. The Party demanding arbitration shall make the first strike. The arbitration shall take place in or within five miles of San Diego, California, at a time and place determined by the arbitrator. Each Party shall be entitled to discovery of essential documents and witnesses and to deposition discovery, as determined by the arbitrator, taking into account the mutual desire to have a fast, cost-effective, dispute-resolution mechanism. The Parties will attempt to cooperate in the discovery process before seeking the determination of the arbitrator. Except as otherwise determined by the arbitrator, each Party will be limited to no more than three (3) depositions. The arbitrator shall have the powers provided in California Code of Civil Procedure ss.ss. 1282.2 - 1284.2 and may provide all appropriate remedies at law or equity. 8 The arbitrator will have the authority to entertain a motion to dismiss and/or a motion for summary judgment by either Party and shall apply the standards governing such motions under California law, unless the standards for another judicial forum supersede California law. The arbitrator shall render, within sixty (60) days of completion of the arbitration, an award and a written, reasoned opinion in support of that award. Judgment on the award may be entered in any court having jurisdiction. WWT will pay the arbitrator's expenses and fees, all meeting room charges and any other expenses that would not have been incurred if the case were litigated in the judicial forum having jurisdiction over it. Unless otherwise ordered by the arbitrator pursuant to law or this Agreement, each Party shall pay its own attorneys' fees, witness fees and other expenses incurred by the Party for his or its own benefit. Rane's share of any filing, administration or similar fee shall be no more than the then current filing or other applicable fee in California Superior Court or, if applicable, other appropriate tribunal with jurisdiction. Notwithstanding the foregoing, any Party seeking injunctive relief for a breach of Section V of this Agreement may bring an action in the Superior Court for the State of California, County of San Diego. F. Counterparts, Copies, Faxed Signatures. This Separation Agreement may be executed in counterparts by the Parties, and, when each Party has signed and delivered at least one counterpart to the other Party, each counterpart shall be deemed an original and, taken together, shall constitute and be deemed to be one and the same Agreement, and shall be binding and effective as to both Parties. In addition, true and correct copies may be used in lieu of the original Agreement for any purpose whatsoever. Faxed copies of the Agreement and faxed signature pages shall be binding and effective as to all Parties and may be used in lieu of the original Agreement, and, in particular, in lieu of original signatures, for any purpose whatsoever. G. Headings. The headings to the articles and paragraphs of this Agreement are inserted for convenience only and will not be deemed a part of this Agreement, nor will the headings affect the construction or interpretation of the provisions contained within this Agreement. H. Survival Of Warranties. All representations and warranties contained within this Agreement shall survive its execution, effectiveness and delivery. It is expressly understood and agreed by the Parties that none of the releases or covenants set forth within this Agreement are intended to or do release or affect any claims or rights specifically arising out of this Agreement or the breach of it. I. Further Instruments. The Parties shall execute and deliver further instruments, documents or papers and shall perform all acts necessary or proper to carry out and effectuate the terms of this Agreement as may be required by the terms of this Agreement or as may be reasonably requested by any Party to this Agreement. 9 J. No Presumption From Drafting. This Agreement has been negotiated at arm's-length between persons knowledgeable in the matters set forth within this Agreement. Accordingly, given that all Parties have had the opportunity to draft, review and/or edit the language of this Agreement, no presumption for or against any Party arising out of drafting all or any part of this Agreement will be applied in any action relating to, connected with or involving this Agreement. In particular, any rule of law, including, but not limited to, Section 1654 of the California Civil Code, or any other statutes, legal decisions, or common law principles of similar effect, that would require interpretation of any ambiguities in this Agreement against the Party that has drafted it, is of no application and is hereby expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intentions of the Parties. K. Benefits Successors. Except as limited by the terms of this Agreement, this Separation Agreement shall be binding upon and shall inure to the benefit of each of the Parties and to their respective heirs, executors, administrators, assigns, successors-in-interest, representatives, trustees, beneficiaries and Related Entities. L. All Terms Are Contractual. Each term of this Separation Agreement is contractual and not merely a recital. M. Voluntary Execution of Agreement. Rane represents that he has carefully read this entire Separation Agreement and that he knows and understands its contents. Rane has had the opportunity to receive independent legal advice from attorneys of his choice with respect to the preparation, review and advisability of executing this Separation Agreement. Rane further represents and acknowledges that he has freely and voluntarily executed this Separation Agreement after independent investigation and without fraud, duress, or undue influence, with the full understanding of the legal and binding effect of this Separation Agreement. Rane thereby knowingly waives the twenty-one (21) day period under the Older Workers Benefits Protection Act to review this Separation Agreement with his attorney prior to signing. N. Right of Revocation. With respect only to claims arising under the Age Discrimination in Employment Act ("ADEA"), Rane has the right to revoke this Separation Agreement for any reason within seven (7) days after he signs it. To be effective, Rane's notice of revocation must be in writing and must be hand delivered or mailed to John Pimentel, World Waste Technologies, Inc., 10600 North DeAnza Boulevard, Suite 250, Cupertino, CA 95014, within the seven (7) day period. If mailed, the revocation must be postmarked within the seven (7) day period, properly addressed and sent by certified mail, return receipt requested. If hand-delivered, it must be given to John Pimentel within the seven (7) day period. IN WITNESS WHEREOF, the Parties have approved and executed this Separation Agreement on the dates set forth opposite their respective signatures. DATE: February 1, 2008 DAVID RANE /s/ David Rane --------------------------------------- David Rane DATE: February 1, 2008 WORLD WASTE TECHNOLOGIES, INC. By: /s/ John Pimentel ----------------------------------- Its: CEO 11 EX-10.2 3 worldwaste_8k-ex1002.txt CONSULTING AGREEMENT EXHIBIT 10.2 WORLD WASTE TECHNOLOGIES, INC. CONSULTANT ENGAGEMENT, CONFIDENTIAL INFORMATION AND WORK ASSIGNMENT AGREEMENT This CONSULTANT ENGAGEMENT, CONFIDENTIAL INFORMATION AND WORK ASSIGNMENT AGREEMENT (this "AGREEMENT") is made and entered into as of February 4, 2008, by and between Adam Shore ("CONSULTANT") and World Waste Technologies, Inc. ("COMPANY"). As used herein the term "COMPANY AFFILIATE" shall mean a person or entity, directly or indirectly controlling, controlled by or under common control with Company. As used herein the term "COMPANY PREDECESSOR" shall mean any person or entity with respect to which Company or any Company Affiliate has acquired or succeeded to the assets thereof, whether by merger, acquisition, asset purchase or otherwise. As a condition to, and in consideration of, Consultant's engagement by Company, Consultant agrees to the following: 1. Independent Contractor Relationship. In accordance with the mutual intentions of Company and Consultant, this Agreement establishes between them an independent contractor relationship, and all of the terms and conditions of this Agreement shall be interpreted in light of that relationship. There is no intention to create by this Agreement an employer-employee relationship. 2. Engagement. (a) Consultant shall perform the services listed on Exhibit A attached hereto and incorporated herein and such other services as Company shall reasonably request of Consultant from time to time (the "SERVICES"). As compensation for such engagement, Consultant shall be paid by Company in accordance with Exhibit B attached hereto and incorporated herein. Consultant agrees to perform the Services through April 1, 2008. Consultant may continue providing the Services after April 1, 2008, pursuant to an extension of this Agreement or by entering enter into a full time employment agreement with Company, in either case as may be mutually agreed upon by Consultant and Company. (b) NOTWITHSTANDING THE FOREGOING, CONSULTANT UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT HIS ENGAGEMENT WITH COMPANY MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION OF COMPANY OR CONSULTANT, WITH OR WITHOUT NOTICE. 3. Confidential Information. (a) Company Information. Consultant agrees that during the term of his engagement and at all times thereafter, he shall hold in strictest confidence, and not use, except for the benefit of Company, or disclose to any person, firm or corporation without written authorization of Company, any Confidential Information of Company, or any Company Affiliate or Company Predecessor. Consultant understands that "CONFIDENTIAL INFORMATION" means any Company, Company Affiliate, or Company Predecessor information of any kind or nature, including without limitation, proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists and customers (including, but not limited to, customers of Company, or any Company Affiliate or Company Predecessor on whom Consultant calls or becomes acquainted during the term of his engagement), markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed to Consultant by Company, or any Company Affiliate or Company Predecessor either directly or indirectly in writing, orally or by drawings or observation of parts or equipment. Consultant further understands that Confidential Information does not include any of the foregoing items that has become publicly known and made generally available through no wrongful act of Consultant or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof. (b) Former Employer Information. Consultant agrees that he will not, during his engagement with Company, improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer or other person or entity and that he will not bring onto the premises of Company or any Company Affiliate any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity. (c) Third Party Information. Consultant recognizes that Company and Company Affiliates have received and in the future will receive from third parties their confidential or proprietary information subject to a duty on such recipient's part to maintain the confidentiality of such information and to use it only for certain limited purposes. Consultant agrees to hold all such confidential or proprietary information in the strictest confidence and not to use or disclose it to any person, firm or corporation or to use it except as necessary in carrying out his work for Company and Company Affiliates consistent with Company's or such Company Affiliate's agreement with such third party. 4. Conflicting Employment. Consultant agrees that, during the term of his engagement with Company, he will not engage in any other employment, occupation, consulting or other business activity related to or competitive with the business in which Company or any Company Affiliate is now involved or becomes involved during the term of his engagement, nor will he at any time engage in any other activities that conflict with his obligations under this Agreement or otherwise to Company or any Company Affiliate. 5. Returning Company Property. Consultant agrees that, at the time his engagement by Company ends, he will deliver to Company (and will not keep in his possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items developed by him pursuant to his engagement with Company or otherwise belonging to Company or any Company Affiliate, its or their successors or assigns. 2 6. Solicitation of Employees. Consultant agrees that during the term of this Agreement and for a period of twelve (12) months immediately following the termination of Consultant's relationship with Company for any reason, he shall not either directly or indirectly solicit, induce, recruit or encourage any of Company's or Company Affiliate's employees or consultants to leave their employment, either for their own employment or engagement or for any other person or entity. 7. Representations. Consultant agrees to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. Consultant represents that his performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by him in confidence or in trust prior to his engagement by Company. Consultant not entered into, and agrees that he will not enter into, any oral or written agreement in conflict herewith. 8. Consultant Responsible For His Agents and Employees. Consultant shall select and shall have full and complete control of and responsibility for all agents, employees and subcontractors, if any, employed or used by Consultant and for the conduct of Consultant's independent business and none of said agents, employees or subcontractors shall be, or shall be deemed to be, the agent, employee or subcontractor of Company for any purpose whatsoever, and Company shall have no duty, liability or responsibility, of any kind, to or for the acts or omissions of Consultant or such agents, employees or subcontractors, or any of them. Consultant agrees to defend, indemnify and hold Company harmless from and with respect to any and all claims of any kind based on any act or omission of Consultant or Consultant's agents, employees or subcontractors. 9. Consultant Responsible For Taxes and Indemnification. Without limiting any of the foregoing, Consultant agrees to accept exclusive liability for the payment of taxes or contributions for unemployment insurance or old age pensions, annuities or social security payments, or other statutory employer obligations or contributions which are measured by the wages, salaries or other remuneration paid to Consultant or the employees of Consultant, if any, and to reimburse and indemnify Company for such taxes or contributions or penalties which Company may be compelled to pay. Consultant also agrees to comply with all valid administrative regulations respecting the assumption of liability for such taxes and contributions. 10. No Assignment By Consultant. Consultant shall not assign or transfer any rights under this Agreement without Company's prior written consent, and any attempt of assignment or transfer without such consent shall be void. Company may, however, assign this Agreement. 11. Work Made For Hire. All original works of authorship and artistic and other material of any kind or nature (including, without limitation, all inventions, methods, designs, operations, business methods, production processes, services, products, suggestions, processes, designs, algorithms, methods, techniques, ideas, discoveries, formulae, code, computer software, developments, concepts, improvements, enhancements, trademarks, domain names or trade secrets, whether or not patentable or registrable under copyright, trademark or similar laws), which are or have been conceived, prepared, created, composed, developed, or reduced to practice, in whole or in part by Consultant and/or by other contributors at any time in connection with any and all work 3 commissioned, conceived, prepared, created, composed, or developed by or for Consultant or within the scope of his engagement with Company or any Company Affiliate or Company Predecessor, including, without limitation, the Services (all of the foregoing, collectively, "WORKS") and all results and proceeds of every kind in and to the services that have been rendered and which will be rendered by Consultant for Company or any Company Affiliate or Company Predecessor, at any time heretofore or hereafter (all of the foregoing, including the Works, collectively, the "MATERIAL") (i) was intended at all times prior to its creation to constitute, (ii) since its creation has constituted and (iii) shall in the future constitute, a "work made for hire" for Company or such Company Affiliate or Company Predecessor. Accordingly Company or such Company Affiliate is and shall forever be deemed the author and exclusive owner thereof, and has and shall have any and all right, title, and interest of any kind or nature in and to the Material (the "RIGHTS"). The Rights shall, include, without limitation, (i) the exclusive right to exploit any or all of the Material in any and all media, markets and languages and in any manner now known or hereafter devised, throughout the universe, in perpetuity; (ii) all copyrights thereto (including, without limitation, any renewals, extensions or revivals thereof), and (iii) any and all other patent, trademark, trade secret, intellectual property and ownership and exploitation rights and all renewals, extensions or revivals of each of the foregoing. 12. Arbitration and Equitable Relief. (a) Arbitration. Except as provided in Section 12 (b) below, it is agreed that any dispute or controversy arising out of or under or relating to this Agreement or any interpretation, construction, performance or breach thereof or otherwise arising out of or relating to its engagement or its termination shall be settled by arbitration to be held before a single arbitrator in San Jose, California, in accordance with the Arbitration Rules then in effect of the American Arbitration Association and pursuant to California Civil Procedure Code ss.1282-1284.2. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court having jurisdiction. Unless otherwise provided by statute, Company and Consultant shall each pay one-half of the costs and expenses of such arbitration, and each shall separately pay its or his own counsel fees and expenses. (b) Equitable Remedies. Consultant agrees that it would be impossible or inadequate to measure and calculate Company's damages from any breach of the covenants set forth in Sections 3, 4, and 6 herein. Accordingly, Consultant agrees that if he breaches any of such Sections, Company will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. Consultant further agrees that no bond or other security shall be required in obtaining such equitable relief and Consultant hereby consents to the issuance of such injunction and to the ordering of specific performance. 4 13. General Provisions. (a) Governing Law: Consent to Personal Jurisdiction. This Agreement will be governed by the laws of the State of California. Company and Consultant hereby expressly consent to the personal jurisdiction of the above-referenced arbitrator and, if necessary, of the state and federal courts located in California for the purpose of any action or judgment with respect to this Agreement or any other matter referenced in Section 12 above. Consultant agrees that service by registered or certified mail, return receipt requested, delivered to him at the address set forth following his name in the signature block below (or such other address of which he notifies Company in writing) will be deemed in every respect effective service of process upon it for all purposes with respect to this Agreement or any other matter referenced in Section 12 above. (b) Time Is of the Essence. Consultant acknowledges and agrees that time is of the essence for the performance of his obligations hereunder. (c) Entire Agreement. This Agreement sets forth the entire agreement and understanding between Company and Consultant relating to the subject matter herein and supersedes any all discussions and written agreements between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this agreement, will be effective unless in writing signed by the party to be charged (which, as to Company, shall require signature by its Chief Executive Officer). Any subsequent change or changes in the Services or Consultant's duties or compensation shall not affect the validity or scope of this Agreement. (d) Severability. If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect. (e) Successors and Assigns. This Agreement will be binding upon Consultant's heirs, executors, administrators and other legal representatives and will be for the benefit of Company, its successors, and its assigns. (f) Survival. Sections 3, 4, 8, 9, 11, 12, 13 and 14 shall survive termination of this Agreement. 14. Acknowledgment. Consultant acknowledges and agrees to each of the following items: (a) Consultant is executing this Agreement voluntarily and without any duress or undue influence by Company or anyone else; and (b) Consultant has carefully read this Agreement and the Exhibits attached hereto. Consultant has asked any questions needed for him to understand the terms, consequences and binding effect of this Agreement and fully understand them. 5 (c) This Agreement is being executed by the parties effective as of the date and year first set forth above. /s/ ADAM SHORE -------------------------------- Signature of Consultant ADAM SHORE -------------------------------- Name of Consultant -------------------------------- -------------------------------- Address of Consultant (typed or printed) WORLD WASTE TECHNOLOGIES, INC. By: /s/ JOHN PIMENTEL ----------------- Its: CEO 6 EXHIBIT A SERVICES Consultant shall serve Company as interim Chief Financial Officer, reporting directly to the CEO, performing services customarily performed by the CFO of a public corporation, together with such other duties as may be assigned to him by the CEO. Such duties shall include, but not be limited to, working with David Rane to implement the transition plan outlined in Exhibit C hereto. A-1 EXHIBIT B COMPENSATION Consultant shall be entitled to the following compensation for providing the Services under this Agreement: $8,000 per month (adjusted proportionality for any partial period), payable in arrears on the last day of each month. B-1 EXHIBIT C TRANSITION PLAN Financial Reporting Monthly and quarterly close Completely transition financial close as of March 31, 2008 SEC filings SOX - maintenance of documentation and compliance Coordination with outsourced functions and related vendors during transition, including but not limited to Payroll and treasury Equity compensation Internal audit/SOX compliance SEC filers Transition and maintenance of relationship with external auditors Payroll and treasury function Reassessment of banking relationships Human resources Liability and D&O Insurance Investor relations Office relocation from San Diego to Bay Area C-1 -----END PRIVACY-ENHANCED MESSAGE-----