Exhibit 10.1
SEPARATION AND RELEASE AGREEMENT
THIS SEPARATION AND RELEASE AGREEMENT (the "Agreement") is effective as
of April 24, 2007 by and between Xxxxxxxxx Xxxxxxx (the "Employee") and Voyager
Petroleum, Inc., ("Voyager," "Employer," or "Company"), a Nevada corporation the
"Company").
WITNESSETH:
WHEREAS, the Employee was employed by the Company on various positions
such as Chief Executive Officer, Chief Financial Officer and as a Director of
Voyager Petroleum, Inc.;
WHEREAS, the Company and the Employee have mutually decided that the
Employee will resign and receive compensation pursuant to the terms and
conditions contained herein;
NOW, THEREFORE, the Employee and the Company, intending to be legally
bound hereby and in consideration of the promises contained herein, do hereby
agree as follows:
1. RESIGNATION. The Employee agrees to resign as (i) Voyager's Chief
Executive Officer, (ii) Chief Financial Officer, (iii) a Director of Voyager and
from any other position that he holds with any of the Company's subsidiaries, if
any, effective as of the end of the business day on April 24, 2007 (the
"Resignation Date"). The Employee acknowledges and agrees that after the
Resignation Date, he will not have the authority to represent or bind the
Company or its subsidiaries as an officer or employee.
2. TERMINATION OF EMPLOYMENT, PAYMENT OF ACCRUED SALARY, BONUS, PAYMENT
OF SEVERANCE, REIMBURSEMENT OF EXPENSES, REGISTRATION OF SHARES UNDERLYING
PREVIOUSLY GRANTED OPTIONS AND CONVERSION OF PREFERRED SHARES INTO COMMON STOCK.
2.1 Employee acknowledges and agrees that this Agreement shall
serve to terminate his employment and that this Agreement sets forth all the
compensation that is payable to him, effective as of the Resignation Date. The
Employee agrees that he shall be paid all of his accrued salary which is owed to
him by the Company as of the Resignation Date, and agrees that said salary
amount, which is equal to an aggregate of $22,500.00 (TWENTY TWO THOUSAND FIVE
HUNDRED DOLLARS), shall be payable by the issuance of the Company's common
stock, which shall be equal to 362,904 shares, valued at the closing bid price
of the Company's common stock on the Over-The-Counter Bulletin Board on April
24, 2007, which was $0.062. The Company and the Employee acknowledge that the
362,904 shares shall be issued in the name of Employee and included for
registration on Form S-8 which shall be filed no later than May 15, 2007.
2.2 The Company agrees to pay Employee $35,000 (THIRTY FIVE
THOUSAND DOLLARS) as a bonus for services rendered prior to April 24, 2007. This
bonus shall be payable by the issuance of the Company's common stock, which
shall be equal to 564,517 shares, valued at the closing bid price of the
Company's common stock on the Over-The-Counter Bulletin Board on April 24, 2007,
which was $0.062. The Company and the Employee acknowledge that the 564,517
shares shall be issued in the name of Employee and included for registration on
Form S-8, which shall be filed no later than May 15, 2007.
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2.3 The Company agrees to pay Employee six-weeks salary of $18,750 as
severance pay which shall be payable in accordance with the Company's payroll
procedures in two installment payments of $9,375, which shall be payable on or
before May 15, 2007 and May 30, 2007, respectively. Applicable withholding taxes
and other amounts that are required to be withheld or deducted by federal and
Illinois law will apply to these payments in accordance with Section 3.3 herein.
2.4 The Company agrees to reimburse Employee for outstanding expenses
incurred prior to April 24, 2007 which are owed to him by the Company as of the
Resignation Date. The Employee agrees that said expenses aggregate less than
$1,200 which shall be immediately payable in one lump sum by check upon
presentation of an Expense Statement and receipts evidencing said expenses.
2.5 The Company agrees to register the 2,000,000 underlying shares of
an Option granted to Employee on August 29, 2006 at the exercise price of $0.13
per share. The Company and the Employee acknowledge that the 2,000,000 shares
underlying such option shall be issued in the name of Employee and included for
registration on Form S-8, which shall be filed no later than May 15, 2007.
2.6 The Employee agrees to convert all of the shares of Series A
Preferred Stock of Voyager which he owns as of the Resignation Date, which
amounts to an aggregate of 500,000 shares, into 500,000 shares of common stock
of Voyager immediately upon the execution of this agreement. Pursuant thereto,
the Employee shall return the certificate(s) representing such shares of Series
A Preferred Stock to the Company's transfer agent immediately upon the execution
of this Agreement requesting that the 500,000 shares of the Company's Series A
Preferred Stock be immediately converted into 500,000 shares of the Company's
common stock. The conversion shall be completed no later than May 15, 2007. In
the event the conversion is not completed by May 15, 2007, then, in addition to
any other remedies the Company may have herein, the Employee waives the
Company's obligations outlined in 2.5 above.
2.7 In the event any of the above items outlined in 2.1 through 2.5 are
not paid or issued within the time frame or under the terms and conditions
outlined herein for any reason, the Company shall continue to be responsible for
satisfying the obligations outlined above and shall immediately grant an Option
to purchase 2,000,000 shares of the Company's common stock with an exercise
price at the closing bid price on the date of grant which shall be exercisable
for a period of five years from the date of grant . The Employee shall then be
notified of any registrations and all options of employee shall then be
immediately registered at employees discretion and subject to legal limitation
with the next registration statement put forth by the Company. After each item
outlined in 2.1 through 2.5 is satisfied, Employee agrees to sign an
acknowledgment stating that said item was paid or issued within the time frame
and under the terms and conditions outlined herein.
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3. BENEFITS.
3.1 CONTINUED BENEFITS. In consideration of the covenants set forth
herein, the Company agrees to provide the Employee with medical benefits which
include his spouse and children from the date hereof through June 30, 2007 (the
"Benefit Period").
3.2 BENEFITS AFTER THE BENEFIT PERIOD. Subsequent to the expiration of
the Benefit Period, the Company will provide the Employee with information
regarding any benefits which may be converted to individual coverage and/or
coverage which includes his spouse in accordance with Consolidated Omnibus
Budget Reconciliation Act (COBRA) regulations. Employee acknowledges and agrees
that he will not be entitled to any perquisites, benefits or other compensation
whatsoever after the Resignation Date, except as described in this Agreement.
3.3 AMOUNTS STATED BEFORE TAXES. All amounts stated in this Agreement
are prior to any deduction for applicable withholding taxes and other amounts
that are required to be withheld or deducted by federal and Illinois law.
4. EMPLOYEE AND EMPLOYER WAIVER AND RELEASE. For good and valuable
consideration, the receipt and sufficiency of which is acknowledged by the
Employee and Employer, including the benefits afforded to the Employee as
described in Section 3 hereof, Employee hereby agrees that regardless of who
assumes his duties, his separation of employment from the Employer was not due
in any way to age or any other type of discrimination or any wrongful act of the
Employer. Employer and Employee do hereby voluntarily and fully mutually release
and forever discharge each other, together with any past and current
predecessors, successors, shareholders, officers, directors, employees, agents,
servants, attorneys, trustees, insurers, representatives, contractors,
subsidiaries, related organizations and affiliates of the Employer, jointly and
individually, and any dependents, heirs, executors administrators and assigns of
the Employee, jointly and individually from any and all claims, demands, debts,
causes of action, claims for relief, and damages, of whatever kind or nature,
known or unknown, developed or undeveloped, which Employee or Employer had, now
have or may hereinafter have from the beginning of the world to the date of this
Agreement, including, without limitation, all claims and all rights which the
Employee may have under Title VII of the Civil Rights Act of 1964; the Equal
Employment Opportunity Act of 1972; the Civil Rights Act of 1991; the Age
Discrimination and Employment Act of 1967; the Employee Retirement Security Act
42 U.S.C. ss. 1981; the Older Workers' Benefit Protection Act; the Americans
with Disabilities Act; the Family Medical Leave Act of 1993; the Equal Pay Act;
the Fair Labor Standards Act; the Broward County Equal Opportunity Ordinance,
the Illinois Workers' Compensation Act and any other applicable workers'
compensation laws, any federal or state whistleblower acts and any and all other
federal, state and local laws and statutes which regulate employment; and the
laws of contracts, tort and other subjects. (The Employee and Employer agree
that the forgoing enumeration of claims released is illustrative, and the claims
hereby released are in no way limited by the above recitation of specific
claims, it being the intent of the Employee and Employer to fully and completely
release all claims whatsoever in any way relating to the Employee's employment
with the Employer and to the termination of such employment.)
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5. RELEASED PARTIES AND NO ADMISSION OF LIABILITY. The Employee and
Employer further agree that the definition of "Employer", "Company" and
"Voyager" contained in this Agreement shall be broadly construed and it
expressly includes, collectively, without limitation, all current and former:
affiliate companies, officers, directors, trustees, employees, agents, servants,
contractors, stockholders, attorneys, trustees, insurers, representatives and
contractors of the Company, its subsidiaries and affiliated entities,
successors, assigns and all persons and entities acting by, through, under or in
connection with them, and each of them in addition to the other persons and
entities referred to in Section 4 hereof. For purposes of the Agreement, the
definition of "Employee" shall include, collectively, the Employee, the spouse
of the Employee and the Employee's dependents, heirs, executors administrators
and assigns, past and present and each of them. Execution of this Agreement and
payment of the benefits specified in Section 3 of this Agreement does not
constitute an admission by the Employee or Employer of any violation of any
civil rights or other employment discrimination statute, or any other legal
statute, provision, regulation, ordinance, order or action under common law.
Rather, this Agreement expresses the intention of the parties to resolve all
issues and other claims related to or arising out of Employee's employment by
the Company without the time and expense of litigation.
6. NO COMPLAINTS OR LITIGATION. The Employee represents and warrants
that he has not filed against the Company or any of its subsidiaries, affiliates
or any Released Parties, any complaints, charges or law suits arising out of his
employment by the Company, or any other matter arising on or prior to the date
hereof. The Employee covenants and agrees that he has completely and fully
released the Released Parties from any and all liability, as set forth in
Section 4 of this Agreement, and this release includes, without limitation, the
Alleged Matters.
7. GOVERNING LAW. The law of the State of Illinois shall govern the
validity of this Agreement, the construction of its terms and the interpretation
of the rights and duties of the parties. This Agreement constitutes the entire
agreement and understanding between the Employee and the Company regarding the
Employee's resignation from employment with the Company. This Agreement totally
replaces and supersedes any and all prior agreements, arrangements,
representations and understandings between the Employee and the Company,
including but not limited to the Employment Agreement and agreements in which
the Employee was granted options to purchase the Company's common stock, except
for certain sections of the Employment Agreement which have been incorporated
herein by reference. Any agreement to amend or modify the terms and conditions
of this Agreement must be in writing and executed by the parties hereto. This
Agreement may be specifically enforced in judicial proceedings and may be used
as evidence in a subsequent proceeding in which a breach is alleged. Headings
are for convenience only and should not be used in interpreting this Agreement.
8. NON DISPARAGING REMARKS. The Employee and Employer agree that they
will not directly or indirectly, individually or in concert with others (i)
disparage, interfere with or attempt to interfere with, one another's
reputation, goodwill, services, business and/or the Company's stockholders,
directors, officers, employees, agents, representatives and any affiliates or
(2) engage in any conduct, take any actions or make any statements (oral or
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written) to the public, future employers, customers, vendors, the investment
community, the media, current, former or future Company employees, or any other
third party whatsoever that is calculated to have, or reasonably likely or
possibly having, the effect of undermining, disparaging or otherwise reflecting
negatively or could reasonably be considered to undermine, disparage or reflect
negatively, on the Company, its reputation, goodwill, services, business and/or
stockholders, directors, officers, employees, agents, representatives and its
affiliates.
9. KNOWING AND VOLUNTARY SETTLEMENT. IN EXECUTING THIS AGREEMENT, THE
EMPLOYEE HEREBY REPRESENTS THAT HE HAS BEEN AFFORDED A REASONABLE OPPORTUNITY TO
CONSIDER THIS AGREEMENT; THAT HE HAS COMPLETELY AND CAREFULLY READ THIS
AGREEMENT; THAT HE HAS BEEN ADVISED BY THE COMPANY TO CONSULT WITH AN ATTORNEY
OF HIS OWN CHOICE PRIOR TO EXECUTING THIS AGREEMENT, AND RELIED ON THE LEGAL
ADVICE OF HIS ATTORNEY; AND WAIVES ANY CONFLICT OF INTEREST THAT MAY EXIST
BETWEEN HIS ATTORNEY AND THE COMPANY; THAT HE HAD THE OPPORTUNITY TO HAVE AN
ATTORNEY EXPLAIN TO HIM THE TERMS OF THIS AGREEMENT; THAT HE KNOWS AND
UNDERSTANDS THE CONTENTS OF THIS AGREEMENT; THAT THE TERMS OF THIS AGREEMENT ARE
TOTALLY SATISFACTORY TO AND FULLY UNDERSTOOD AND VOLUNTARILY ACCEPTED BY HIM.
THE EMPLOYEE ALSO AGREES THAT HE VOLUNTARILY AGREES TO BE BOUND BY IT.
10. EFFECT OF SETTLEMENT, INTERPRETATION AND SCHEDULES. The Company and
Employee intend this Agreement to be legally binding upon and inure to the
benefit of each of them and their respective heirs, administrators, executors,
successors and assigns. The language of this Agreement shall be construed as a
whole, according to its fair meaning and intent and not strictly for or against
any party hereto, regardless of who drafted or was principally responsible for
drafting this Agreement. The recitals contained at the beginning of this
Agreement are expressly made a part of this Agreement.
11. ARBITRATION. Any dispute or controversy between the Company and the
Employee, whether arising out of or relating to this Agreement, the breach of
this Agreement, or otherwise, shall be settled by binding arbitration in
Illinois administered by the American Arbitration Association, with any such
dispute or controversy arising under this Agreement being so administered in
accordance with its Commercial Rules then in effect, and judgment on the award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof. The arbitrator shall have the authority to award any remedy or relief
that a court of competent jurisdiction could order or grant, including, without
limitation, the issuance of an injunction. However, either party may, without
inconsistency with this arbitration provision, apply to any court having
jurisdiction over such dispute or controversy and seek interim provisional,
injunctive or other equitable relief until the arbitration award is rendered or
the controversy is otherwise resolved. Except as necessary in court proceedings
to enforce this arbitration provision or an award rendered hereunder, or to
obtain interim relief, neither a party nor an arbitrator may disclose the
existence, content or results of any arbitration hereunder without the prior
written consent of the Company. The parties agree that any arbitration
proceedings shall be held in Xxxx County, Illinois, unless mutually agreed by
both parties in writing.
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12. SEVERABILITY AND WAIVER OF JURY TRIAL. Should any provision of this
Agreement be declared illegal or unenforceable by any court of competent
jurisdiction and cannot be modified to be enforceable, including the general
release language, such provision shall immediately become null and void, leaving
the remainder of the Agreement in full force and effect. However, if any portion
of the general release language is ruled to be unenforceable for any reason,
Employee shall return the monetary value of the consideration paid to him
pursuant to Section 3 of this Agreement to the Company. The Company and the
Employee each knowingly, intentionally, and irrevocably waive any and all rights
to a jury trial for any litigation or legal proceeding in any way relating to or
arising out of this Agreement.
13. COUNTERPARTS. This Agreement may be executed in two or more
identical counterparts, all of which shall be considered one and the same and
shall become effective when counterparts have been signed by each party and
delivered to the other party. Delivery shall be made by facsimile transmission
or in person. In the event any signature page is delivered by facsimile
transmission, the party using such means of delivery shall forward the original
to the other party by overnight courier within 10 days of facsimile delivery.
IN WITNESS WHEREOF, the aforesaid parties have hereunto set their hands and
seals as of the day below written.
_/s/ Jefferson Stanley____
Xxxxxxxxx Xxxxxxx
Executed on April 24, 2007
Voyager Petroleum, Inc.
__/s/ Sebastien C. DuFort_
Xxxxxxxxx X. XxXxxx
President
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