Sonterra Resources, Inc. San Antonio, Texas June 19, 2008
000
Xxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxx
Xxxxxxx, Xxxxx
June
19,
2008
Xx.
Xxxxxx X. Xxxxxxxx
| Re: |
Termination
of Employment Agreement dated February 14,
2008.
|
Dear
Xxxxxx:
This
letter agreement shall confirm our understanding with respect to the Employment
Agreement dated February 14, 2008, between Sonterra Resources, Inc. (the
“Company”)
and
you (the “Employment
Agreement”).
It
also confirms our understanding with respect to all of your options to purchase
Common Stock of the Company, including those granted to you pursuant to the
stock option agreements (the “Option
Agreements”).
Capitalized terms not defined herein shall have the meaning ascribed to them
in
the Employment Agreement, and Section
references herein shall refer to Sections of the Employment Agreement.
|
1.
|
You
acknowledge that, in consideration for the termination of your employment
with the Company and the forfeiture of your rights under the Option
Agreements, you will be able to accept employment by South Texas
Oil
Company, a Nevada corporation under common control with the Company,
by
The Longview Fund, L.P., which you consider to be in your best interests.
For such consideration and other good and valuable consideration,
the
receipt and sufficiency of which are hereby acknowledged, you consider
it
in your best interests to enter into this letter agreement.
|
|
2.
|
You
and the Company agree that, except as otherwise expressly provided
in this
letter agreement, all rights and obligations of each party under
the
Employment Agreement shall terminate as of the date hereof and all
rights
and obligations of each party under the Option Agreements shall terminate
as of the date hereof.
|
|
3.
|
For
purposes of clarification, you agree that the provisions of Section
7
(Company Obligations upon Termination of Employment) relating to
severance
and related benefits shall not be triggered by the termination of
the
Employment Agreement, and you hereby waive and relinquish any and
all
rights to receive such severance and related benefits from the
Company.
|
|
4.
|
You
agree that you will continue to maintain in confidence Confidential
Information in accordance with the terms and conditions of Section
10
(Nondisclosure of Confidential and Proprietary Information) and to
otherwise be bound by such Section 10, which Section 10 will remain
in
full force and effect.
|
|
5.
|
You
and the Company agree that, except as provided below in Paragraph
8
hereof, Section 11 and Sections 15 through 20 will remain in full
force
and effect, and you agree that you will continue to be bound by such
Sections, including all restrictions, covenants and agreements therein.
|
|
6.
|
“You”
(defined for the purpose of this Section 6 as you and your agents,
representatives, attorneys, assigns, heirs, executors, and administrators)
hereby fully, unconditionally and irrevocably waive, release and
discharge
the Company, each of its subsidiaries, and each of their respective
past
and present agents, attorneys, insurers, representatives, assigns,
transferees, predecessors in interest, successors in interest, affiliates,
joint venturers, partners, and each of their respective employees,
officers, directors, stockholders, administrators, attorneys, accountants
and representatives (collectively, the “Related
Parties”),
and agree not to bring any action, proceeding, or suit against any
of the
Related Parties regarding, any and all liabilities, claims, demands,
actions, causes of action, suits, grievances, debts, sums of money,
agreements, promises, damages, back and front pay, costs, expenses,
attorneys’ fees, and remedies of any type, in each case regardless of the
capacity of the Related Party and whether absolute or contingent,
liquidated or unliquidated, known or unknown, and whether arising
under
the Employment Agreement, any Option Agreement or any other agreement
or
understanding or otherwise at law or equity. You acknowledge that
you
shall not seek to recover any amounts from the Related Parties arising
from, or in connection with, events arising on or before the date
hereof.
|
|
7.
|
You
agree to cooperate with the Company in any reasonable manner as the
Company may request, including, but not limited to, furnishing information
to the Company, otherwise consulting with the Company and assisting
the
Company in any litigation or potential litigation or other legal
matters
in which the Company (or any of the Related Parties) and you are
not
adverse to each other, including, but not limited to, meeting with
and
fully answering the questions of the Company or its representatives
or
agents, and testifying and preparing to testify at any deposition
or
trial.
|
|
8.
|
The
Company acknowledges that you are entering into an employment agreement
of
even date herewith with South Texas Oil Company, a Nevada corporation,
and
hereby waives any restrictions imposed by Section 12 (Non-Competition)
to
the extent it would otherwise prohibit or restrict your employment
by
South Texas Oil Company pursuant to such employment agreement.
Additionally, the Company acknowledges that all current employees
of the
Company will become employees of South Texas Oil Company and hereby
waives
any restrictions imposed by Section 13 (Non-Solicitation) to the
extent it
would otherwise prohibit or restrict the hiring of the current Company
employees by South Texas Oil
Company.
|
|
9.
|
You
and the Company agree that, effective as of the date hereof, each
Option
Agreement shall be terminated and cease to be of any further force
or
effect, and neither you nor the Company shall have any further rights,
obligations, duties or interests
thereunder.
|
|
10.
|
You
acknowledge and agree that (a) no options granted pursuant to any
Option
Agreement were vested as of the date hereof, and (b) effective as
of the
date hereof, all options granted pursuant to each Option Agreement
shall
expire and terminate and you shall have no rights to, or interest
in, any
such options or any shares of Common Stock for which any such options
might have been exercised had your employment with the Company not
terminated.
|
2
|
11.
|
You
agree that you shall execute and deliver such other agreements and
other
documents and take such other actions as may reasonably be requested
by
the Company in order to effectuate the purposes of this letter agreement.
|
|
12.
|
All
construction and interpretation of this letter agreement shall be
governed
by and construed in accord with the internal laws of the State of
Texas,
without giving effect to that State’s principles of conflicts of law.
|
|
13.
|
This
letter agreement may be executed and delivered in one or more
counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed an original, but all
which
together shall constitute one and the same agreement, and shall become
effective when counterparts have been signed by each party hereto
and
delivered to the other parties hereto, it being understood that all
parties need not sign the same counterpart. In the event that any
signature to this letter agreement is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format data file, such signature shall
create a valid and binding obligation of the party executing (or
on whose
behalf such signature is executed) with the same force and effect
as if
such facsimile or “.pdf” signature page were an original thereof. No party
hereto shall raise the use of a facsimile machine or e-mail delivery
of a
“.pdf” format data file to deliver a signature to this letter agreement
or
the fact that such signature was transmitted or communicated through
the
use of a facsimile machine or e-mail delivery of a “.pdf” format data file
as a defense to the formation or enforceability of a contract, and
each
party hereto forever waives any such
defense.
|
|
14.
|
You
acknowledge that you have carefully read this letter agreement and
fully
understand its meaning, that you have had the opportunity and adequate
time after receiving this letter agreement to decide whether to sign
it,
that you are signing this letter agreement knowingly, voluntarily,
and
without any coercion or duress, that the Company has and hereby is
advising
you, in writing, to consult with an attorney before signing this
letter
agreement, and that no promises or representations have been made
to cause
you to sign this letter agreement other than those set forth
herein.
|
3
Please
confirm your agreement with the foregoing by signing and returning to me a
copy
of this letter enclosed herewith.
|
Very
truly yours,
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||
|
By:
|
/s/ Xxxxx Xxxx | |
|
Xxxxx
Xxxx, Director
|
||
|
Accepted
and Agreed as June 23, 2008:
|
| /s/ Xxxxxx X. Xxxxxxxx |
|
Name:
Xxxxxx X. Xxxxxxxx
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4
