CONTRACT TERMINATION AGREEMENT
EXHIBIT 10.1
THIS AGREEMENT is made as of
the 5th day of May, 2010 by and between Xxxx X. Xxxxx (“Xxxxx”), an individual
with an address at Xxxxxxx xx xx Xxxxxxx 000, Xxx 0000, Xxxx 00, Peru, and
Loreto Resources Corporation, a Nevada corporation with an address at Xx. Xxxxx
x Xxxxxx 000 Xx. 000 Xxx Xxxxxx, Xxxx (the “Company”).
WITNESSETH:
WHEREAS, Xxxxx and the Company
entered into a written employment agreement dated July 21, 2008 (the "Employment
Agreement"); and
WHEREAS, both parties wish to
terminate the Employment Agreement in accordance with the terms set forth
below.
NOW, THEREFORE, in
consideration for the mutual promises, covenants and conditions herein, and for
such other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:
1. Termination of the
Employment Agreement. The Employment Agreement is hereby terminated in
its entirety and each party thereto hereby releases the other from any
obligations, claims, liabilities, debts, or otherwise arising out of or in
connection with said Employment Agreement. Furthermore, each party
hereby waives any and all rights, remedies, claims, causes of action or other
privileges, including, without limitation, any and all rights to
compensation, bonuses, vacation accruals, benefits, expense reimbursements or
other payments due to Xxxxx from the Company, it may have or may accrue in the
future under said Employment Agreement.
2. Termination of the Option
Agreement. The Company and Xxxxx acknowledge that Xxxxx
was granted stock options (the “Options”) in the Company in accordance with the
terms of that certain stock option agreement dated July 21, 2008 (the “Option
Agreement”) and the Company’s 2008 Equity Incentive Plan. Xxxxx
acknowledges and agrees that the Options, both vested and unvested, and the
Option Agreement are hereby terminated as of the date hereof. Xxxxx
agrees to promptly deliver the Option Agreement to the Company for
cancellation.
3. Xxxxx’x Officer and Director
Positions. Xxxxx shall retain his current officer and director
positions until the next annual meeting of the Company’s Board of Directors or
until his successors are duly elected and qualified, or until his earlier death,
resignation or removal.
4. Mutual
Releases. Except with regard to the provisions of this
Agreement, each of the parties hereby fully and forever releases, acquits, and
discharges the other together with his (or its) respective partners, employees,
agents, parents, subsidiaries, affiliates or other representatives, heirs,
executors, successors and assigns, as the case may be, of and from any and all
claims, causes of action, demands, rights, liabilities, charges, obligations,
costs, expenses, and attorney's fees of every kind, nature and description,
whether legal or equitable, civil or criminal, liquidated or unliquidated, know
or unknown, which the parties now have, ever had, or ever in the future will
have, for conduct that transpired prior to the execution of this Agreement
relating to or under the Employment Agreement. Except to enforce the
terms of this Agreement, each of the parties agrees not to initiate or
voluntarily participate in any legal action, charge or complaint against the
other. If either party voluntarily participates in any such action,
charge, or complaint, the other shall be entitled to recover his (or its)
attorney's fees incurred in defending such action, charge or
complaint.
EXHIBIT 10.1
5 Confidentiality. The
Company and Xxxxx agree to keep all matters concerning this Agreement absolutely
confidential and agree not to disclose, verbally or otherwise, either the
existence or terms of this Agreement to anyone, including but not limited to
past, present or future employees or consultants of the Company, except that
Xxxxx may disclose the existence of and the terms and conditions of this
Agreement to his spouse, and/or his attorney, and/or his accountant, and/or his
tax advisor (to the extent necessary to prepare his tax returns), provided that
Xxxxx makes each such person aware of the confidentiality provisions of this
paragraph and that each such person to whom such information is disclosed has
previously agreed to keep the existence, terms and conditions of this Agreement
confidential, and the Company may disclose this Agreement, or provisions
thereof, pursuant to applicable securities laws.
6. This
Agreement is binding on the parties and their respective successors, heirs and
permitted assigns. Neither this Agreement, nor any of its rights,
privileges or duties, is assignable, nor may any of its rights or privileges be
pledged, hypothecated or mortgaged by either party without the prior written
consent of the other and any attempt to perform any said acts without first
obtaining the other party's written consent is hereby declared null and
void.
7. Each
party shall execute, acknowledge and deliver to the other, or to such persons,
firms or entities as the other party may direct, any and all further or
additional instruments or documents which may be reasonably required to give
full force and effect to the provisions of this Agreement.
8. This
Agreement contains the entire understanding and agreement between the
parties. Any and all previous agreements between the parties are
terminated and superseded hereby. If any provision of this Agreement
is deemed to be illegal, invalid, or unenforceable, the remaining sections shall
be unaffected thereby and shall remain in full force and effect. This
agreement can be modified only in a writing signed by both parties
hereto. The section headings herein are for convenience only and
shall not affect the construction of the Agreement. This Agreement is
binding upon each party, its respective heirs, executors, successors and
permitted assigns.
9. This
Agreement and any disputes or controversies arising hereunder shall be construed
and enforced in accordance with and governed by the internal laws of the State
of New York and, to the extent required by local labor law, the laws of country
in which the Xxxxx is based.
[Signature
Page Follows]
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EXHIBIT 10.1
IN WITNESS WHEREOF, the
parties have executed this Agreement of three (3) pages on the day and date
first written above.
| LORETO RESOURCES CORPORATION | |||||
| By: |
|
||||
| Xxxxxx X. Xxxxx | Xxxx X. Xxxxx | ||||
| Chairman | |||||
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