In addition, The Executive shall be allowed an automobile
allowance of $750.00 per month to be applied to the car of his choice. The Executive shall be entitled to reimbursement at the
maximum allowable mileage rate under applicable income tax rules for all reasonable business use of his personal vehicle.
If any portion of this Agreement is found by a court of competent
jurisdiction to be too broad to permit enforcement of such restriction to its full extent, then such restriction shall be enforced
to the maximum extent permitted by law, and the Executive hereby consents and agrees that such scope may be judicially modified
accordingly in any proceeding brought to enforce such restriction. All provisions of this Agreement are severable, and the unenforceability
or invalidity of any single provision hereof shall not affect any remaining provision. The Executive acknowledges and agrees that
the Company's remedy at law for any breach of any of his obligations hereunder would be inadequate, and agrees and consents that
temporary and permanent injunctive relief may be granted in any proceeding that may be brought to enforce any provision of this
Agreement without the necessity of proof of actual damage and without any bond or other security being required. Such remedies
shall not be exclusive and shall be in addition to any other remedy which the Company may have.
IN WITNESS WHEREOF, the parties have signed this Agreement intending
to be bound thereby.
IN WITNESS WHEREOF, the parties have signed this Agreement intending
to be bound thereby.
AXION POWER INTERNATIONAL, INC.
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D. Walker Wainwright
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Date signed
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Chairman of the Compensation Committee
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Executive Signature
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Date signed
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Executive Printed Name
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EXHIBIT "B
"
NONQUALIFIED STOCK PURCHASE OPTION AGREEMENT
RECITALS
WHEREAS, the Company and David DiGiacinto (the “Optionee”)
have entered into an Employment Agreement that requires the Company to grant the Optionee an option to purchase shares of the Company's
common stock at a price of $0.17 per share as partial consideration for the services to be rendered under the agreement; and
WHEREAS, the Board of Directors (the "Board") has
determined that it would be in the best interests of the Company and its stockholders to grant the option provided for herein (the
"Option") as an inducement to serve as an employee of the Company and to provide Optionee with a proprietary interest
in the future of the Company;
NOW THEREFORE, in consideration of the mutual covenants hereinafter
set forth, the parties hereto agree as follows:
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1)
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Grant of the Option
. The Company hereby grants to Optionee the right and option to purchase, on the terms and conditions
hereinafter set forth, all or any part of an aggregate of 2,000,000 shares (the "Stock") of the presently authorized
but unissued common stock, par value $.001 per share, of the Company (the "Common Stock"). The purchase price of the
Stock subject to this Option shall be $ 0.17 per share.
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2)
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Vesting of the Option
. As long as the Optionee remains an employee of the Company, the options granted hereby shall
vest based on the following schedule:
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250,000 options shall vest upon signing this Option
Agreement; and
50,000 options shall vest on the last day of each
month commencing August 2014 through and including June 2017.
If the Optionee's employment is terminated by the
Company without cause or terminated by the Optionee for good reason, all unvested options shall immediately vest and become exercisable.
In all other cases, all unvested options shall immediately terminate. From and after the vesting dates, the vested options may
be exercised at any time or from time to time, in whole or in part, for a period of five (5) years. Notwithstanding the generality
of the foregoing, rights represented by vested options shall not be affected by the termination of the Optionee's employment because
of the disability or death of the Optionee.
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a)
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Vested Options may only be exercised by the Optionee who shall have the right to exercise such Option in whole or in part,
at any time or from time to time during the period commencing on a vesting date and terminating on the fifth anniversary of such
vesting date. The Option is not transferable or assignable by the Optionee other than by will, as a result of the laws of descent
and distribution or pursuant to a Qualified Domestic Relations Order, If the Option is transferred by will, as a result of the
laws of descent and distribution or pursuant to a Qualified Domestic Relations Order, the transferee shall have all of the rights,
powers and privileges that the Optionee would have had in the absence of such a transfer.
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b)
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This Option may be exercised by written notice of intent to exercise the Option delivered to the Company at its principal office
no fewer than five days in advance of the effective date of the proposed exercise. Such notice shall be accompanied by this Agreement,
shall specify the number of shares of Common Stock with respect to which the Option is being exercised and shall specify the proposed
effective date of such exercise. Such notice shall also be accompanied by payment in full to the Company at its principal office
of the option price for the number of shares of the Common Stock with respect to which the Option is then being exercised. The
payment of the option price shall be made in cash or by certified check, bank draft, or postal or express money order payable to
the order of the Company or, with the consent of the Board, in whole or in part in Common Stock which is owned by the Optionee
and valued at its Fair Market Value on the date of exercise. Any payment in shares of Common Stock shall be effected by delivery
of such shares to the CFO of the Company, duly endorsed in blank or accompanied by stock powers duly executed in blank, together
with any other documents or evidence as the CFO of the Company shall require from time to time.
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c)
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Upon the Company's determination that the Option has been validly exercised as to any of the Stock, the CFO of the Company
shall issue a certificate or certificates in the Optionee's name for the number of shares set forth in his written notice. However,
the Company shall not be liable to the Optionee for damages relating to any delays in issuing the certificate(s) to him, any loss
of the certificate(s), or any mistakes or errors in the issuance of the certificate(s) or in the certificate(s) themselves.
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4)
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Term of Employment
. This Option shall not grant to Optionee any right to continue serving as an employee of the Company.
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5)
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Notices; Deliveries
. Any notice or delivery required to be given under the terms of this Option Agreement shall be addressed
to the Company in care of its CFO at its principal office, 3601 Clover Lane, New Castle, Pennsylvania, 16105, and any notice or
delivery to be given to Optionee shall be addressed to him at such address as the Optionee may hereafter designate in writing.
Any such notice or delivery shall be effective as of the date of receipt.
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6)
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Disputes.
As a condition of the granting of the Option hereby, the Optionee and his heirs and successors agree that
any dispute or disagreement which may arise hereunder shall be determined by the Board in its sole discretion and judgment, and
that any such determination and any interpretation by the Board of the terms of this Option shall be final and shall be binding
and conclusive, for all purposes, upon the Company, Optionee, his heirs and personal representatives.
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7)
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Legend on Certificates
. The certificate(s) representing the shares of Stock purchased by exercise of this Option will
be stamped or otherwise imprinted with a legend in such form as the Company or its counsel may require with respect to any applicable
restrictions on the sale or transfer of such shares and the stock transfer records of the Company will reflect stop-transfer instructions
with respect to such shares. The Company is under no obligation to remove this legend for any reason whatsoever.
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a)
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All decisions of the Board upon any questions arising under the Plan or under this Option Agreement shall be conclusive.
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b)
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Nothing herein contained shall affect Optionee's right to participate in and receive benefits from and in accordance with the
then current provisions of any pension, insurance or other employee welfare plan or program of the Company.
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c)
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Optionee agrees to make appropriate arrangements with the Company for satisfaction of any applicable federal, state or local
income tax, withholding requirements or like requirements, including the payment to the Company at the time of exercise of the
Option of all such taxes and requirements.
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d)
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Whenever the term "Optionee" is used herein under circumstances applicable to any other person or persons to whom
this Option, in accordance with the provisions hereof, may be transferred, the word "Optionee" shall be deemed to include
such person or persons.
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e)
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Notwithstanding any of the other provisions hereof, Optionee agrees that he will not exercise this Option and that the Company
will not be obligated to issue any of the Stock pursuant to this Option Agreement, if the exercise of the Option or the issuance
of such shares of Common Stock would constitute a violation by the Optionee or by the Company of any provision of any law or regulation
of any governmental authority or national securities exchange. Upon the acquisition of any Stock pursuant to the exercise of the
Option herein granted, Optionee will enter into such written representations, warranties and agreements as the Company may reasonably
request in order to comply with applicable securities laws or with this Agreement.
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f)
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This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company. The interpretation,
performance and enforcement of this Option Agreement shall be governed by the laws of the State of Delaware.
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The parties have fully read and understand this STOCK PURCHASE
OPTION AGREEMENT in its entirety and have signed it on the dates indicated in the spaces provided below.
AXION POWER INTERNATIONAL, INC.
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D. Walker Wainwright, Chairman
of the Compensation Committee
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Date
signed
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Executive Signature
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Date signed
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Exhibit C
Sample SEPARATION AGREEMENT AND RELEASE
AXION POWER INTERNATIONAL,
INC.
and
AXION POWER BATTERY MANUFACTURING, INC.
(“Employer”), and ___________ (“Executive”)
hereby agree that:
1.
Separation Date.
Executive’s last day of employment with Employer shall be (insert date) (the “Separation Date”). Executive and
Employer agree that Executive’s separation from Employer is by mutual agreement. Executive shall have no duty to report to
work after the Separation Date.
2.
Return
of Company Property and Confidential Information.
On or before the Separation Date, Executive shall return all property
of Employer (whether owned, leased or otherwise belonging to Employer) in her possession or under her control or in the possession
or control of a third party at her direction, including, but not limited to, keys, access cards, company credit cards, cell phones,
blackberry devices, documents, records, paper and electronic files (including computer disks, thumb drives, etc.). Executive specifically
agrees to return any and all confidential and/or proprietary information of the Employer in Executive possession, custody or control,
including, without limitation, trade secrets, policy and procedure manuals, customer lists and contact information, customer preferences
and specifications, other confidential customer data, supplier and vendor lists and other confidential supplier and vendor information,
sales and marketing information, business plans, business development reports, marketing strategies, computer processes and programs,
computer software, software designs and code, computer reports, cost and pricing data, financial information, worksheets, ledgers,
accounts, memoranda, correspondence, reports, profit information, financial data, drawings, engineering, product or process specifications
and documentation, customer and client proposals, techniques and systems, productivity reports, status reports, conference reports,
project cost estimates, project change orders, project cost analyses, invoices, unpublished designs, patterns and prospective trade
identification, employee compensation data, production processes, improvements, developments, designs and technologies, and any
other information or knowledge concerning the Employer, its customers, and its business or methods of doing business, whether or
not in tangible form, that is of a proprietary and/or confidential nature, and/or has been heretofore or hereafter will be treated
as confidential or secret by Employer (hereinafter collectively referred to as “Confidential Information”). By signing
this Agreement, Executive hereby represents and warrants that all such Confidential Information and other Employer property have
been returned to Employer, and that Executive has not retained any such Confidential Information or Employer property or any copies
thereof.
3.
Consideration
by Employer.
In consideration for signing this Separation Agreement and Release and compliance with promises made herein,
Employer agrees:
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a.
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In accordance with section 6) of your employment agreement, Axion can terminate your employment without good reason at any
time upon 30 days’ prior written notice. Your employment is hereby terminated on (insert date).
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b.
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The Employer shall pay to Employee an aggregate severance amount equal to his base salary for the remainder of the term of
this Agreement or one year, whichever is shorter but in no event less than six (6) months plus any accrued and unused vacation
and accrued but unpaid bonus (i.e., such amount being referred to as the "Severance Amount").
The Severance Amount
may be paid in as part of the regular ongoing payroll for the specified time commencing on the first regular pay date following
the expiration of the 7-day revocation period more fully described in paragraph 16 of this Agreement, provided that the Employer
has received this Agreement signed by Employee, and that Employee has not exercised his revocation rights under paragraph 16.
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4.
Payments
as Consideration.
Executive understands and agrees that
he/she
would not be entitled to receive severance monies specified in Paragraph 3 above, except for her execution of this Separation Agreement
and Release and the fulfillment of the promises contained herein.
5.
Non-Disclosure.
Executive acknowledges that in the course of performing services for the Employer, Executive had access to, developed and/or contributed
certain Confidential Information, as defined above, concerning the Employer and its business. Executive hereby covenants and agrees
that he/she shall not directly or indirectly, at any time prior or subsequent to the Separation Date, disclose, divulge, disseminate,
publish, furnish or make accessible to any third party, or use for Executive’s own personal or professional purposes, profit
or benefit, any of the Employer’s Confidential Information.
6.
Assignment.
The rights and protections of the Employer shall extend to any of its successors or assigns and this Agreement may be assigned
without Executive’s consent.
7.
Taxes.
Executive is, and hereby agrees, to be responsible for the payment of any and all federal, state, and/or local taxes which may
be payable on the consideration paid for this Agreement. Executive agrees to indemnify and hold harmless the Employer and its insurers,
individually or collectively, from and against any and all claims for federal, state and/or local taxes which may be payable on
the consideration paid for this Agreement. Executive expressly acknowledges that the Employer has not made, nor herein makes, any
representation about the tax consequences of any consideration provided by the Employer to Executive pursuant to this Agreement,
and Executive represents and agrees that he/she is not relying on the advice of the Employer or its attorneys as to the legal,
tax, or other consequences of this Agreement.
8.
Release.
In consideration of the payments referenced in paragraph 3, Executive hereby releases, remises and forever discharges Employer,
including its shareholders, directors, officers, employees, agents, predecessors, successors, parent companies, affiliates, subsidiaries,
assigns, attorneys and insurers from any and all claims, damages, demands, causes of action, suits, debts due, and sums of money
of whatever kind and nature which Executive ever had, could have in the future, or now has against Employer arising out of or in
any way related to or resulting from Executive’s employment with Employer and/or the cessation thereof. Executive knowingly
and voluntarily releases and forever discharges Employer from any and all claims that he/she has or may have against Employer as
of the date of her execution of this Separation Agreement and Release, including, but not limited to, any alleged violation of
Title VII of the Civil Rights Act of 1964, as amended; The Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 of
the United States Code, as amended; The Employee Retirement Income Security Act of 1974, as amended; The Immigration Reform and
Control Act, as amended; The Americans with Disabilities Act of 1990, as amended; The Age Discrimination in Employment Act of 1967
(“ADEA”), as amended; The Older Workers Benefit Protection Act; The Worker Adjustment and Retraining Notification Act,
as amended; The Occupational Safety and Health Act, as amended; The Family and Medical Leave Act; The Fair Labor Standards Act;
The Vocational Rehabilitation Act of 1973; The Equal Pay Act; The Pennsylvania Human Relations Act, as amended; The Pennsylvania
Wage Payment and Collection Law, as amended; The Pennsylvania Minimum Wage Act, as amended; The Pennsylvania Equal Pay Law, as
amended; any other federal, state or local civil or human rights law or any other local, state or federal constitution, statute,
regulation or ordinance; any public policy, contract, tort, or common law; or any claim for costs, fees, or other expenses including
attorneys’ fees.
9.
No Claim
Exists.
Should Executive file any charge or complaint on his/her own behalf or participate in any charge or complaint which
may be made by any other person or organization on her behalf before any federal, state, or local court or administrative agency
against Employer, Executive agrees that he/she will not accept any relief or recovery therefrom. Executive confirms that no charge,
complaint or action exists in any forum or form.
10.
Waiver of Right
to Assist.
Executive understands that if this Agreement were not signed, Executive would have the right to voluntarily
assist other individuals or entities in bringing claims against Employer. Executive hereby waives that right and he/she will not
provide any such assistance other than assistance in an investigation or proceeding conducted by the United States Equal Employment
Opportunity Commission or as otherwise required by law.
11.
Confidentiality.
Executive and Employer recognize and acknowledge their mutual interests in maintaining the confidentiality of this Agreement, and
agree that each shall keep the fact and terms of this Agreement and the discussions leading to this Agreement strictly confidential.
Executive and Employer promise and agree not to disclose, either directly or indirectly, in any manner whatsoever, any information
of any kind regarding the terms and amounts paid under this agreement, to any person or organization, including but not limited
to representatives of local, state or federal agencies, present and former officers, employees and agents of Employer, and other
members of the public. The parties agree that the unauthorized disclosure of the existence or terms of this Agreement shall be
considered a material breach of this Agreement, that such breach shall provide a separate and independent cause of action to the
other Party to this Agreement, and that this Agreement may be used as evidence in a subsequent proceeding in which the other Party
alleges a breach of this Agreement. In the event of a breach of this Paragraph, the breaching party acknowledges that the non-breaching
party shall be entitled to injunctive or other equitable relief necessary to enforce this Paragraph. In the event that Employer
or Executive takes steps to seek relief from an alleged breach of this Paragraph, all of the remaining provisions of this Agreement
shall remain in full force and effect. Executive agrees to inform those persons who had knowledge of the fact and terms of this
Agreement on the date hereof that they are bound by the same terms of confidentiality in this Agreement that apply to Executive.
The provisions of this Paragraph shall not prohibit Executive from disclosing the fact and terms hereof to such accounting, legal,
or similar professional advisors as he/she may from time to time engage. This Paragraph shall not prohibit Employer from disclosing
the fact of and terms hereof to Employer’s accounting, legal, or similar professional advisors and to such employees of Employer
who, as part of their employment duties in terms of personnel functions at Employer are required to have this information; however,
all such employees shall be informed of the confidentiality of the fact of and terms of this Agreement, and they are bound by the
same terms of confidentiality as apply to Employer.
12.
Severability.
Should any part
of this Agreement be rendered or declared invalid by a court of competent jurisdiction of the Commonwealth of Pennsylvania, such
invalidation of such part or portion of this Agreement should not invalidate the remaining portions thereof, and they shall remain
in full force and effect. However, if, within two (2) years from the date of this Agreement, any portion of the general release
language is ruled to be unenforceable for any reason, the parties will enter into good faith discussions to amend the general release
language to conform to all applicable laws regarding enforceability. If the parties are unable to mutually agree on an appropriate
amendment to the general release language, Executive shall return the consideration paid hereunder to Employer.
13.
No Admission of
Liability.
Executive agrees that neither this Separation Agreement and Release nor the furnishing of the consideration
for this Release shall be deemed or construed at any time for any purpose as an admission by Employer of any liability or unlawful
conduct of any kind.
14.
Non-Disparagement.
The parties mutually agree that they shall not make any statements to third parties with the intent or effect of disparaging
the other party.
15.
Right
to Review.
Executive agrees that he/she has been given at least twenty-one (21) days after the receipt of this Separation
Agreement and Release to consider its terms and decide whether or not to sign it, but that he/she can freely and knowingly waive
the twenty-one (21) day period and execute the Agreement before the end of the twenty-one (21) day period, the effect of which
is to begin the running of the seven (7) day period described below.
16.
Right to Revoke.
Executive is aware that he/she may change her mind and freely revoke this Release,
only
insofar as it applies to any claim
he/she may have under the Age Discrimination in Employment Act (ADEA), at any time during the seven (7) days after it is signed,
in which case, the provisions of the Release as to the ADEA,
only
, will have no force or effect. Executive understands and
agrees that, upon his/her execution of this Agreement, the payment of the severance sum specified herein will be held by Employer
until the expiration of this seven (7) day revocation period, after which the payment will be tendered to Executive if he/she has
not exercised her revocation rights under this paragraph. Executive understands and agrees that any revocation under this section
must be in writing and delivered to counsel for Employer, at the address, which follows, postmarked within seven (7) days of Executive’s
signing of this Agreement to be effective: Jolie Kahn, Esq., 1800 John F Kennedy Blvd., Suite 1400, Philadelphia, PA 19103. If
the last day of the revocation period is a Saturday, Sunday, or legal holiday, then the revocation period shall not expire until
the next following day which is not a Saturday, Sunday, or legal holiday.
The parties acknowledge and agree that any revocation
by Executive under this paragraph shall apply only to any claims Executive may have or assert under the ADEA, and is not effective
to revoke Executive’s waiver and release of any other claims pursuant to this Release.
17.
Right to Consult
with Counsel.
Executive has been and/or is hereby advised to review this Separation Agreement and Release with Executive
attorney, and expressly acknowledges that Executive has read and understands the Agreement and enters into the Agreement of Executive
own free will and as a competent adult.
18.
Binding
Effect.
This Separation Agreement and Release shall be binding upon and inure to the benefit of all the parties hereto
and their respective shareholders, partners, associates, members, officers, directors, employees, administrators, agents, predecessors,
successors, parent companies, affiliates, subsidiaries, insurers, assigns, representatives, executors and heirs.
19.
Choice of Law.
This Separation Agreement and Release shall be interpreted, endorsed and governed in accordance with the laws of the Commonwealth
of Pennsylvania, without regard to its conflict of law rules.
20.
Modification
.
The terms or conditions of this Separation Agreement and Release may not be modified, altered or changed except upon express written
consent of both parties wherein specific reference is made to this Agreement. Any waiver of the terms or covenants hereof must
be in a writing executed by the party waiving compliance. Failure of any party at any time or times to require performance of any
provision hereof shall in no manner affect his/her or its right at a later time to enforce the same. No waiver by a party of a
breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances shall
be deemed to be or construed as a further or continuing waiver of such term or covenant.
21.
Competency.
The parties declare that each has fully participated in the negotiation of this Agreement, that each has carefully read this Agreement
and reviewed its terms, that each has been given an opportunity to consult with legal counsel to the extent any party so desires,
and that each agrees to it for the purpose of making a full and final compromise as to all matters referenced herein.
IN WITNESS WHEREOF,
the parties hereto have caused this Separation Agreement and Release to be executed on their behalf as of the day and year indicated
below.
AXION POWER INTERNATIONAL, INC.
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Executive’s name
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Dated
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WITNESS
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Dated
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