AGREEMENT
EXHIBIT
10.1
AGREEMENT
THIS
AGREEMENT (hereinafter, “this Agreement”) is made and entered into on this 21st
day of June 2007 (the “Effective Date”), by and between CrossPoint Energy
Company, a Nevada corporation, with its principal executive offices in Frisco,
Texas (the “Company”), and Xxxxxx X. Xxxxxxx, an individual currently residing
in Plano, Texas (“Employee”).
Background
A. The
Company and Employee entered into an Employment Agreement (the “Employment
Agreement”) effective November 27, 2006, which Employment Agreement has
thereafter governed the terms and conditions of Employee’s employment with the
Company.
B. The
Company and Employee desire to rescind in its entirety the Employment Agreement
and thereafter have Employee’s employment relationship with the Company be
governed exclusively by the terms of this Agreement.
Terms
and Conditions
In
consideration of the covenants and agreements herein contained and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Employment
and Termination.
The
Company will continue to employ Employee as its President and Chief Executive
Officer until terminated as described below, performing such duties as may
be
assigned him by the Company’s Board of Directors (the “Board”) and Employee
agrees to reasonably perform such duties through the Termination Date. Employee
or the Board may terminate such employment by Employee delivering to Xxxx
Xxxxxxxxxxx, the designated representative of the Board (“Welgehausen”), a
written notice of termination (via email, US Mail or Federal Express) to the
email and/or physical address provided to Employee by Welgehausen, or by
Welgehausen, as the designated representative of the Board, delivering to
Employee a written notice of termination (via email, US Mail or Federal Express)
to the Employee’s official Company email address and/or the Company’s principal
executive offices. Termination shall be effective on the 30th
calendar
day after the date such notice is given by Employee or Welgehausen, as
applicable (“Termination Date”).
2. Employment
Agreement.
The
parties hereby rescind the Employment Agreement as of the Effective Date of
this
Agreement and render it and all its terms and provisions null and void. From
the
Effective Date of this Agreement Employee’s terms and conditions of employment
will be governed exclusively by the express terms set forth in the Agreement
and
none other.
3. Compensation
and Benefits.
For the
term of this Agreement, Employee will continue to receive the same base salary
as that to which he was entitled immediately prior to the Effective Date of
this
Agreement and will continue to receive the same employee welfare benefits as
other employees of the Company.
4. Separation
Benefit.
Conditioned upon Employee’s:
(a)
execution, on the Termination Date, of a Release in the form as set forth in
the
attached Exhibit A, and
(b)
prior
to the Termination Date, Employee’s reasonable assistance in transitioning a
Board appointed successor, if any,
the
Company will pay within ten (10) business days to Employee a Severance Payment
in a lump sum amount equal to the following:
i.
If the
Termination Date occurs prior to July 31, 2007, one (1) month base salary at
Employee’s then current salary less normal deductions for withholding, plus
unused vacation pay.
ii.
If
the Termination Date is on or subsequent to July 31, 2007, and prior to August
31, 2007, two (2) month’s base salary at Employee’s then current salary less
normal deductions for withholding, plus unused vacation pay.
iii.
If
the Termination Date is on or subsequent to August 31, 2007, three (3) month’s
base salary at Employee’s then current salary less normal deductions for
withholding, plus unused vacation pay.
In
addition, if Employee satisfies the conditions set forth in this paragraph,
the
Company agrees to transfer all ownership and rights of the Company’s Employee’s
Key Man Life Insurance Policy for Employee, to Employee.
5. Entirety
and Amendments.
This
instrument and the instruments referred to herein embody the entire agreement
between the parties, supersede all prior agreements and understandings, if
any,
relating to the subject matter hereof, and may be amended only by an instrument
in writing executed by all parties, and supplemented only by documents delivered
or to be delivered in accordance with the express terms hereof.
6. Successors
and Assigns.
This
Agreement will be binding upon and inure to the benefit of the parties hereto
and any successors in interest to the Company, but neither this Agreement nor
any rights hereunder may be assigned by Employee except in the case of the
death
of Employee.
7. Governing
Law and Venue.
This
Agreement shall be governed by and construed and enforced in accordance with
the
laws of the State of Texas applicable to agreements made and to be performed
entirely in Texas. The obligations and undertakings of each of the parties
to
this Agreement shall be performable in Dallas County, Texas, and each party
agrees that if any action at law or in equity is necessary by the Company or
Employee to enforce or interpret the terms of this Agreement, venue shall be
in
Dallas County, Texas, and the prevailing party in any such action shall be
entitled to reasonable attorneys’ fees, costs and necessary disbursements in
addition to any other relief to which it may be entitled.
This
Agreement is dated and effective as of the Effective Date.
| CROSSPOINT ENERGY COMPANY | |||
| By: /s/ Xxxx Xxxxxxxxxxx | /s/ Xxxxxx X. Xxxxxxx | ||
|
Xxxx Xxxxxxxxxxx |
Xxxxxx X. Xxxxxxx |
||
|
Authorized
Member of the
Board
of Directors
|
Exhibit
A
RELEASE
In
consideration of the severance pay provided by CROSSPOINT ENERGY COMPANY (the
"Company") to Xxxxxx X. Xxxxxxx ("Employee") upon Employee's execution of this
Release, Employee releases, discharges, and forever holds the Company, and
any
of its parents, predecessors, successors, subsidiaries, affiliates or related
companies, officers, directors,
partners,
employees, agents and/or
representatives harmless from any and all claims, demands or suits, whether
civil or criminal, at law or in equity, known or unknown, fixed or contingent,
liquidated or unliquidated, arising or existing on or at any time prior to
the
execution of this Release. Such released claims include claims relating to
or
arising out of (i) Employee’s recruitment, hiring or employment with the
Company, (ii) Employee’s separation from employment with the Company, and (iii)
all claims, whether based in contract, tort or alleged violations of any
statute, known or unknown, that have been asserted, or that could be asserted,
by Employee against the Company, including but not limited to claims under
any
federal, state or local laws such as Title VII of the Civil Rights Act of 1964,
as amended, the Texas Commission on Human Rights Act, age discrimination claims
under the Age Discrimination in Employment Act, the Americans with Disabilities
Act, and the Family Medical Leave Act.
________________________________________
Xxxxxx
X.
Xxxxxxx
_________________________
Date:____________________
