RELEASE AND SEVERANCE AGREEMENT
Exhibit 10.14
THIS RELEASE AND SEVERANCE AGREEMENT (“Agreement”) is entered into between Xxxxx Oil Limited, its
parents, subsidiaries, operating divisions, and affiliates, their officers, directors, trustees,
and employees (collectively “Company”) and Xxxxxxxxx Xxxx (“Employee”). Company and Employee (the
“Parties”) wish to define the terms of Employee’s exit from Company. Therefore, the Parties hereby
agree as follows:
1. Employment Termination. Employee agrees that Company has communicated verbally its intent to
terminate his employment with Company effective January 7, 2011. Employee agrees that under his
employment agreement of November 21, 2006, Company has the right to terminate his employment
effective January 7, 2011. However, in consideration for Employee’s promises herein, Company
agrees to continue Employee’s employment through June 30, 2011, under the terms of this Agreement.
Effective July 1, 2011, Employee will no longer be employed with Company.
2. November 21, 2006, Agreement Replaced Going Forward. The Parties agree that this Agreement
shall replace the prior employment agreement between the parties created by the letter to Employee
of November 21, 2006, (the “Prior Employment Agreement”) to govern their relationship after January
7, 2011. However, nothing herein shall replace or modify the Confidentiality, Proprietary
Information and Inventions Assignment, and Non-Compete Agreement (“Confidentiality Agreement”)
entered into on December 2, 2006.
3. Payments to Employee.
3.1 Salary and benefits. Company will pay Employee on the basis of a monthly salary
of Eight Thousand One Hundred Twenty-Five Dollars ($8,125.00), less any required withholdings and
deductions, through June 30, 2011. Company will make payments to Employee on Company’s regular
payroll dates, commencing on the next payroll date that follows execution of this document and
completion of the revocation period set forth in Section 6 of this Agreement. Employee understands
and acknowledges that he is not eligible to receive a bonus of any kind, though he will receive
medical, dental, vision, accident and disability, and all similar benefits made available generally
to employees of Company while employed and retain his employee status under any stock option plan,
which shall govern any such rights. Employee understands and acknowledges that his continued
employment and salary and benefits described herein are only made available to him in exchange for
the promises made in this Agreement.
3.2 Severance. Company will pay to Employee a lump sum of One Thousand Dollars
($1,000.00) in consideration for and contingent upon Employee abiding by the terms of this
Agreement and executing and not revoking the Supplemental Release and Separation
Agreement (“Supplemental Agreement”), a copy of which is attached as Exhibit A, on or after July 1,
2011.. This payment, less any required withholdings and deductions, will be processed with the
next regular payroll following the seven (7) day revocation period provided for in the Supplemental
Agreement.
4. Employee Obligations.
4.1 Transition Services. From January 7, 2011, through June 30, 2011, Employee agrees
to perform, on a part-time and as needed basis, services as may be reasonably requested by Company.
4.2 General Release by Employee. In consideration of this Agreement and payments
provided for herein, Employee hereby WAIVES, RELEASES AND FOREVER DISCHARGES Company (including all
of its respective parents, subsidiaries, operating divisions, and affiliates), and each such
entity’s present or former trustees, board members, officers, directors, partners, employees, or
agents, along with their heirs, legal representatives, successors and assigns (collectively “the
Released Parties”), from any and all claims, demands, causes of action, contracts, warranties,
covenants, debts, dues, damages, demands and rights, in law or in equity (whether or not Employee
now knows them to exist), including, without limitation: any claim based on Title VII of the Civil
Rights Act of 1964, the Civil Rights Act of 1866, the Civil Rights Act of 1991, the Americans With
Disabilities Act, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit
Protection Act, the Equal Pay Act, the National Labor Relations Act, the Employee Retirement Income
Security Act of 1974, Sections 503 and 504 of the Rehabilitation Act of 1973, the Worker Adjustment
Retraining and Notification Act, and the Sarbanes Oxley Act of 2002, all as amended; any claims
under the Texas Commission on Human Rights Act, Texas civil rights law, or Texas whistleblower
statutes; and any claims based on any other federal, state and local anti-discrimination, labor or
employment laws or regulations that Employee ever had or may now have (up to the date he signs this
Agreement) against the Released Parties. Employee also specifically releases and discharges any
claims he may have based upon any employment agreement with Company or any of the Released Parties.
This release includes, but is not limited to, any and all rights under the Prior Employment
Agreement, including rights which would arise from termination of employment thereunder. To the
fullest extent permitted by law, Employee PROMISES NOT TO XXX or bring any lawsuit related to the
claims Employee is waiving by this Agreement against Company and/or related persons in the future,
individually or as a member of a class, and Employee will immediately withdraw with prejudice any
such lawsuit that Employee may have initiated before the effective date of this Agreement.
Employee acknowledges that although this provision prohibits Employee from filing or maintaining a
lawsuit concerning claims covered by this Agreement, it does not prohibit Employee from lodging a
charge or complaint with any governmental agency. This Agreement and General Release and
Employee’s promise not to xxx is binding on Employee, Employee’s heirs, legal representatives and
assigns.
4.3 Supplemental Release by Employee. In consideration of this Agreement and the
severance set forth in paragraph 3.2, which Employee hereby acknowledges is sufficient
consideration, Employee agrees to sign and agree to the Supplemental Agreement (Exhibit A).
4.4 Company’s Confidential Information. Employee represents that he has complied with
and Employee agrees that he continues to be bound by his commitments and obligations under the
Confidentiality Agreement.
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5. No Admission of Liability. The Parties agree that this Agreement is entered into solely because
of a desire on the part of all concerned to part company on mutually-beneficial terms. Neither of
the Parties admit liability or any wrongdoing.
6. Older Workers Benefit Protection Act. Employee acknowledges that by signing this Agreement,
that he is releasing any claims that he may have had under the Age Discrimination in Employment Act
arising on or before the date of the Agreement. Employee acknowledges that he has been advised in
writing to consult with an attorney and has been given a fair opportunity to consult with an
attorney, prior to execution of this Agreement. Employee acknowledges and agrees that he has been
given at least twenty one (21) days in which to consider this Agreement. To the extent he executes
this Agreement sooner, Employee waives the twenty one (21) day period in which to consider this
Agreement. Employee understands that he may revoke this release of any claims under the Age
Discrimination in Employment Act within seven (7) days after the execution of this Agreement and
that any release of those claims is not effective until the seven day period has expired. Employee
understands the terms and conditions of this Agreement, agrees to abide by this Agreement, and
knowingly and voluntarily executes it without hidden reservations.
7. Texas Law. The laws of Texas shall apply to this Agreement. Any dispute concerning it must be
brought in a State or Federal Court located in Xxxxxx County, Texas.
8. Entire Agreement. Except as otherwise provided in this Agreement, Employee agrees that this is
the Parties’ entire agreement and that this agreement supersedes and replaces any other agreement
or understanding between the parties. Notwithstanding this paragraph, Employee agrees this
Agreement shall not in any way affect, modify, or nullify the Confidentiality Agreement. This
Agreement shall not be modified, altered, or discharged except by written agreement signed by
Employee and an authorized Company representative.
[Remainder of this page intentionally left blank]
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EMPLOYEE ACKNOWLEDGES AND AGREES: THAT EMPLOYEE HAS BEEN ADVISED TO CONSULT WITH AN ATTORNEY PRIOR
TO EXECUTING THIS AGREEMENT; THAT TO THE EXTENT EMPLOYEE HAS DESIRED, EMPLOYEE HAS AVAILED HIMSELF
TO THAT RIGHT; THAT EMPLOYEE HAS CAREFULLY READ AND UNDERSTANDS ALL OF THE PROVISIONS OF THIS
AGREEMENT; AND THAT EMPLOYEE IS KNOWINGLY AND VOLUNTARILY ENTERING INTO THIS AGREEMENT WITH FULL
UNDERSTANDING OF ITS MEANING AND EFFECT. EMPLOYEE AND COMPANY AGREE THAT THE PROMISES PROVIDED
HEREIN ARE IN ADDITION TO ANYTHING OF VALUE TO WHICH THE EMPLOYEE IS ALREADY ENTITLED.
Xxxxxxxxx Xxxx
|
Xxxxx Oil Limited | |||||
Signature:
|
/s/ Xxxxxxxxx Xxxx | Signature: | /s/ Stuart Page | |||
| Name: | Xxxxxxxxx Xxxx
|
Name: | Stuart Page, President | |||
| Date: | January 15, 2011
|
Date: | January 15, 2011 | |||
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EXHIBIT A
SUPPLEMENTAL RELEASE AND SEPARATION AGREEMENT
THIS SUPPLEMENTAL RELEASE AND SEPARATION AGREEMENT (“Supplemental Agreement”) is entered into
between Xxxxx Oil Limited, its parents, subsidiaries, operating divisions, and affiliates, their
officers, directors, trustees, and employees (collectively “Company”) and Xxxxxxxxx Xxxx
(“Employee”). Company and Employee (the “Parties”) wish to severe their employment relationship
and resolve any and all matters of dispute between them fully and amicably. Therefore, the Parties
hereby agree as follows:
1. Termination Date. Employee’s employment with Company ends June 30, 2011.
2. Payment to Employee. Company will pay to Employee a lump sum of One Thousand Dollars
($1,000.00) in consideration for his executing and not revoking this Supplemental
Agreement. This payment will be processed with the next regular payroll following the seven
(7) day revocation period provided for in this Supplemental Agreement.
3. Employee Obligations.
3.1 General Release by Employee. In consideration of this Supplemental Agreement and
payment provided for herein, Employee hereby WAIVES, RELEASES AND FOREVER DISCHARGES Company
(including all of its respective parents, subsidiaries, operating divisions, and affiliates), and
each such entity’s present or former trustees, board members, officers, directors, partners,
employees, or agents, along with their heirs, legal representatives, successors and assigns
(collectively “the Released Parties”), from any and all claims, demands, causes of action,
contracts, warranties, covenants, debts, dues, damages, demands and rights, in law or in equity
(whether or not Employee now knows them to exist), including, without limitation: any claim based
on Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Civil Rights Act of
1991, the Americans With Disabilities Act, the Age Discrimination in Employment Act of 1967, the
Older Workers Benefit Protection Act, the Equal Pay Act, the National Labor Relations Act, the
Employee Retirement Income Security Act of 1974, Sections 503 and 504 of the Rehabilitation Act of
1973, the Worker Adjustment Retraining and Notification Act, and the Sarbanes Oxley Act of 2002,
all as amended; any claims under the Texas Commission on Human Rights Act, Texas civil rights law,
or Texas whistleblower statutes; and any claims based on any other federal, state and local
anti-discrimination, labor or employment laws or regulations that Employee ever had or may now have
(up to the date he signs this Supplemental Agreement) against the Released Parties. Employee also
specifically releases and discharges any claims he may have based upon any employment agreement
with Company or any of the Released Parties. To the fullest extent permitted by law, Employee
PROMISES NOT TO XXX or bring any lawsuit related to the claims Employee is waiving by this
Supplemental Agreement against Company and/or related persons in the future, individually or as a
member of a class, and Employee will immediately withdraw with prejudice any such lawsuit that
Employee may have initiated before the effective date of this Supplemental Agreement. Employee
acknowledges that although this provision prohibits Employee from filing or maintaining a lawsuit
concerning claims covered by this Supplemental Agreement, it does not prohibit Employee from
lodging a charge or complaint with any governmental agency.
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This Supplemental Agreement and Employee’s promise not to xxx is binding on Employee,
Employee’s heirs, legal representatives and assigns.
3.2 Company’s Confidential Information. Employee represents that he has complied with
and Employee agrees that he continues to be bound by his commitments and obligations in the
Confidentiality, Proprietary Information And Inventions Assignment, And Non-Compete Agreement
(“Confidentiality Agreement”) entered into on December 2, 2006.
4. No Admission of Liability. The Parties agree that this Supplemental Agreement is entered into
solely because of a desire on the part of all concerned to part company on mutually-beneficial
terms. Neither of the Parties admit liability or any wrongdoing.
5. Payment in Full. Employee acknowledges and represents that once the payment referenced in this
Supplemental Agreement is provided, Company will have paid all salary, wages, or any other bonuses,
accrued vacation, and any and all other benefits due to Employee and fulfilled all payment
obligations to Employee as a result of the services Employee has performed for Company.
6. Capacity and Absence of Reliance. Employee represents that he is legally competent to execute
this Supplemental Agreement, that he has not transferred or given any of his legal rights
recognized in this Supplemental Agreement to any other person, and that he is not relying on any
representations by Company not fully expressed in this document.
7. Older Workers Benefit Protection Act. Employee acknowledges that by signing this Supplemental
Agreement, that he is releasing any claims that he may have had under the Age Discrimination in
Employment Act arising on or before the date of the Agreement. Employee acknowledges that he has
been advised in writing to consult with an attorney and has been given a fair opportunity to
consult with an attorney, prior to execution of this Supplemental Agreement. Employee acknowledges
and agrees that he has been given at least twenty one (21) days in which to consider this
Supplemental Agreement. To the extent he executes this Supplemental Agreement sooner, Employee
waives the twenty one (21) day period in which to consider this Supplemental Agreement. Employee
understands that he may revoke this release of any claims under the Age Discrimination in
Employment Act within seven (7) days after the execution of this Supplemental Agreement and that
any release of those claims is not effective until the seven day period has expired. Employee
understands the terms and conditions of this Supplemental Agreement, agrees to abide by this
Supplemental Agreement, and knowingly and voluntarily executes it without hidden reservations.
8. Texas Law. The laws of Texas shall apply to this Supplemental Agreement. Any dispute
concerning it must be brought in a State or Federal Court located in Xxxxxx County, Texas.
9. Entire Agreement. Except as otherwise provided in this Supplemental Agreement, Employee agrees
that this is the Parties’ entire agreement and that this Supplemental Agreement supersedes and
replaces any other agreement or understanding between the parties. Notwithstanding this paragraph,
Employee agrees this Supplemental Agreement shall not in any way affect, modify, or nullify the
Confidentiality Agreement. This Supplemental Agreement
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shall not be modified, altered, or discharged except by written agreement signed by Employee and an
authorized Company representative.
EMPLOYEE ACKNOWLEDGES AND AGREES: THAT EMPLOYEE HAS BEEN ADVISED TO CONSULT WITH AN ATTORNEY PRIOR
TO EXECUTING THIS SUPPLEMENTAL AGREEMENT; THAT TO THE EXTENT EMPLOYEE HAS DESIRED, EMPLOYEE HAS
AVAILED HIMSELF TO THAT RIGHT; THAT EMPLOYEE HAS CAREFULLY READ AND UNDERSTANDS ALL OF THE
PROVISIONS OF THIS SUPPLEMENTAL AGREEMENT; AND THAT EMPLOYEE IS KNOWINGLY AND VOLUNTARILY ENTERING
INTO THIS SUPPLEMENTAL AGREEMENT WITH FULL UNDERSTANDING OF ITS MEANING AND EFFECT. EMPLOYEE AND
COMPANY AGREE THAT THE PROMISES PROVIDED HEREIN ARE IN ADDITION TO ANYTHING OF VALUE TO WHICH THE
EMPLOYEE IS ALREADY ENTITLED.
Xxxxxxxxx Xxxx
|
Xxxxx Oil Limited | ||||||
Signature:
|
/s/ Xxxxxxxxx Xxxx | Signature: | /s/ Stuart Page | ||||
| Name: | Xxxxxxxxx Xxxx
|
Name: | Stuart Page, President | ||||
| Date: | January 15, 2011
|
Date: | January 15, 2011 | ||||
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