TERMINATION, SETTLEMENT AND RELEASE AGREEMENT
TERMINATION,
SETTLEMENT AND RELEASE
AGREEMENT
This
Termination, Settlement and Release Agreement (the “Termination Agreement”) is
made this 15th
day of
February, 2007 (“Effective Date”), by and between Unicorp Inc., a Nevada
corporation (the “Company”), and Art Ley (“Ley”).
R
E C I T A L S
WHEREAS,
Ley is
engaged as the Executive Vice President of Exploration and the Chief Strategy
Officer under the Employment Agreement between Ley and the Company dated January
25, 2007
(the
“Employment Agreement”);
WHEREAS,
the
Company and Ley desire to terminate the Employment Agreement;
WHEREAS,
Ley
agrees to settle any claims that he may have with the Company and release the
Company from any liability he may claim;
WHEREAS,
the
Company agrees to settle any claims it may have with Ley and release Ley from
any liability the Company may claim; and
WHEREAS,
upon
the Effective Date, Ley agrees to resign from his positions as Executive Vice
President of Exploration and the Chief Strategy Officer;
NOW,
THEREFORE,
in
consideration of the execution, delivery and performance of this Termination
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties, the Company and
Ley
hereby agree as follows:
1. Capitalized
Terms.
Unless
otherwise defined herein, capitalized terms shall have the meanings set forth
in
the Employment Agreement.
2. Continued
Obligations, Termination, Resignation and Payment.
Termination
of Employment Agreement.
As of
the Effective Date, the parties hereby terminate the Employment Agreement and
the Company hereby releases Ley from any and all further obligations arising
under the Employment Agreement; including the Non-Compete, but Ley is still
bound by Revealing of Trade Secrets provisions and any other provision that
by
its terms survive the expiration of the Employment Agreement.
Resignation.
Ley
hereby resigns his position as Executive Vice President of Exploration and
the
Chief Strategy Officer effective as of the Effective Date.
Cancellation
of Options.
Ley
acknowledges and agrees that as of the Effective Date only 200,000 of his stock
options are vested, and that all unvested options are hereby terminated. The
Company and Ley agree to cancel an option to purchase 100,000 shares of Company
common stock at a purchase price of .05 and which vested on February 2, 2007.
Ley acknowledges that he has 90 days from the Effective Date to exercise his
100,000 remaining options.
1
3. Consulting
Agreement.
Ley and
the Company agree to enter into a consulting agreement for a period of 5 months
at a monthly rate of $16,000.00. The consulting agreement attached shall specify
the terms thereof.
4. Waiver
and Release.
Waiver
and Release by Ley.
Ley
hereby waives any and all claims, charges, complaints, liabilities, obligations,
promises, agreements, contracts, damages, actions, causes of action, suits,
accrued benefits or other liabilities of any kind or character, whether known
or
hereafter discovered (the “Claims”), arising in connection with or otherwise
relating to the Employment Agreement, his relationship with the Company and
his
termination therefrom or his resignation as Executive Vice President of
Exploration and the Chief Strategy Officer, that he has or may have against
the
Company, and its officers, directors, shareholders, agents and employees and
its
successors and assigns, and all other persons, firms, partnerships, or
corporations in control of, under the direction of, or in any way presently
or
formerly associated with the Company (the “Released Parties”) of any kind
whatsoever, including, but not limited to, allegations of wrongful termination,
breach of contract (other than in connection with this Termination Agreement),
intentional infliction of emotional distress, negligent infliction of emotional
distress, defamation, invasion of privacy, any action in tort or contract
(including any action under the Company’s charter documents), any claims arising
under and/or for any alleged violation of any federal, state, or local law
(including, but not limited to, Title VII of the Civil Rights Act of 1964,
as amended, 42 U.S.C. § 2000e et seq., the Civil Rights Act of 1866,
42 U.S.C. § 1981 et seq., the Equal Pay Act, 29 U.S.C. § 206; the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”)
29 U.S.C. § 1001 et seq. (non-vested rights only), the Americans with
Xxxxxxxxxxxx Xxx, 00 X.X.X. § 00000 et seq., the Age Discrimination
Employment Act of 1967, as amended (“ADEA”), 29 U.S.C. § 621 et seq.,
the Fair Labor Standards Act, as amended, 29 U.S.C. § 201 et seq., the
National Labor Relations Act, 29 U.S.C. §§ 151 et seq., the Family and
Medical Leave Act of 1993, 29 U.S.A. § 2601 et seq., the Worker Adjustment
and Retraining Notification Act (WARN), 29 U.S.C., § 2101 et seq., the
Occupational Safety and Health Act, as amended, the Texas Commission on Human
Rights Act, Texas Labor Code § 21.001 et seq., the Texas Payday Act, Texas
Labor Code, § 61.01 et seq., the Texas Workers’ Compensation Statute, Texas
Labor Code § 451.0001 et seq., and any other employment or civil rights
act) and any and all claims for severance pay, bonus payments, stock options
or
rights to acquire shares of common stock, of the Company and, except as provided
by law, benefits under any compensation or employee benefit plan, program,
policy, contract, agreement or other arrangement of the Company (including
the
Employment Agreement) and does hereby release and forever discharge all of
the
Released Parties of and from any and all debts, claims, demands, damages,
actions, causes of action, or liabilities of any nature whatsoever arising
in
connection with or otherwise relating to the Employment Agreement, his
relationship with the Company and his termination therefrom or his resignation
as Executive Vice President of Exploration and the Chief Strategy Officer,
that
Ley shall or may have against any of the Released Parties.
Ley will
submit all reimbursable expenses due to him by the company within 10 days of
the
Effective Date.
Waiver
and Release by the Company.
The
Company, on its own behalf and on behalf of its successors and assigns, hereby
waives any and all Claims arising in connection with or otherwise relating
to
the Employment Agreement, Ley’ relationship with the Company and his termination
therefrom or his resignation as Executive Vice President of Exploration and
the
Chief Strategy Officer, that it has or may have against Ley and does hereby
release and forever discharge Ley of and from any and all debts, claims,
demands, damages, actions, causes of action, or liabilities of any nature
whatsoever arising in connection with or otherwise relating to the Employment
Agreement, Ley’s relationship with the Company and his termination or his
resignation as Executive Vice President of Exploration and the Chief Strategy
Officer, that the Company shall or may have against Ley; provided, however,
that
such waiver and release by the Company shall not apply to any Claims relating
to
the Company’s enforcement of the survival provisions of the Employment Agreement
which provisions shall survive Ley’s termination and execution of the
Termination Agreement.
2
5. Confidentiality.
Each
party agrees to hold and maintain confidential and not disclose to any third
party the terms and conditions of this Termination Agreement including, without
limitation, the consideration provided for by this Termination Agreement;
provided, however, that the foregoing shall not apply to any disclosure:
(i) that may be required to the extent compelled by legal process, a
government agency or court order or otherwise required by applicable laws or
regulations, (ii) that may be required to enforce either party’s rights
hereunder, or (iii) to either party’s attorneys, accountants and other
professional advisors to whom disclosure is necessary to accomplish the
professional purposes for which such party has consulted such professional
advisors. Each party understands and agrees that in the event such party
breaches any of the terms of this Section 5, such party shall be liable to
the
other party for actual damages suffered by such other party caused by such
breach.
6. Company
Representations and Warranties.
The
Company has all requisite power, authority (corporate and other) and legal
right
to execute, deliver, enter into, consummate and perform this Termination
Agreement. The execution, delivery and performance of this Termination Agreement
by the Company have been duly authorized by all required corporate and other
actions. The Company has duly executed and delivered this Termination Agreement.
This Termination Agreement constitutes the legal, valid and binding obligation
of the Company enforceable in accordance with its respective terms, subject
to
bankruptcy, insolvency, reorganization, moratorium and other similar laws
relating to the rights of creditors generally.
7. Effective
Date.
Insofar
as this Termination Agreement relates to the waiver and release of any claims
ADEA, such waiver and release will become effective on the next business
day
following seven (7) days from the Effective Date. In all other respects,
the terms and provisions of this Termination Agreement, including, without
limitation, all other waivers and releases of Ley contained herein, are
effective as of the Effective Date.
8. Governing
Law/Venue.
This
Termination Agreement shall be governed by the laws of the State of Texas and
both parties consent to jurisdiction by the federal or state courts in the
State
of Texas.
9. Payment
of Legal Fees.
If any
party is required to engage in any proceedings, legal or otherwise, to defend
or
enforce its rights under this Termination Agreement, such party, if successful,
shall be entitled to recover from the other party which is in breach of its
duties hereunder, in addition to any other remedy or sums due, the reasonable
attorneys’ fees and disbursements and costs of such proceeding incurred in
connection therewith.
10. Counterparts.
This
Termination Agreement may be executed in more than one counterpart, each of
which shall be an original, but all of which, taken together, shall be and
remain one instrument.
11. Headings.
The
headings of the several sections of this Termination Agreement are inserted
for
convenience only and shall not control or affect the meaning or construction
of
any of the provisions hereof.
12. Severability.
If
one or
more of the provisions in this Termination Agreement are deemed void by law,
then the remaining provisions will continue in full force and
effect.
13. Time
for Review; Revocation.
Ley
understands that insofar as it relates to the waiver and release of any claims
under the ADEA, he has forty-five (45) days within which to consider this
Termination Agreement and that the portion of this Termination Agreement
relating to the waiver and release of any claims under the ADEA is revocable
by
him for a period of seven (7) days following the execution of this Termination
Agreement, and if not so revoked, will become effective and enforceable after
such period of seven (7) days.
14. Review
by Ley and Counsel.
Ley
expressly represents and warrants to the Company that he has (i) completely
read
this Termination Agreement prior to executing it; (ii) been free to, and has
been advised by representatives of the Company, including, but not limited
to,
Xxxxxx & Xxxxxxxxx, PC, counsel for the Company to, consult with independent
legal counsel of his own choosing regarding his rights and obligations under
this Termination Agreement; (iii) had an opportunity to review the Termination
Agreement with his counsel, if any; and (iv) entered into this Termination
Agreement knowingly and voluntarily.
IN
WITNESS WHEREOF,
the
parties hereto have caused this Termination Agreement to be executed as of
the
day and year set forth above.
UNICORP,
INC.
By:
_/s/
Xxxxx Casey______________ _/s/
Art Ley___________________
Xxxxx
Xxxxx,
CEO Art
Ley
3
