Exhibit 10
AGREEMENT
This agreement (the "Agreement") is made to be effective as of the 8th day
of December, 2006, by and between Tidelands Oil & Gas Corporation, ("TIDE") a
Texas corporation having its principal office at 0000 Xxxxxxx Xxxx, Xxxxxxxx Xx.
0, Xxx Xxxxxxx, Xxxxx Xxxxxx, Xxxxx 00000, and Xxxxxxx Xxxx, ("XXXX") an
individual residing at _________(1), Xxx Xxxxxxx, Xxxxx Xxxxxx, Xxxxx 00000.
TIDE and XXXX are collectively referred to herein as the "Parties."
RECITALS
WHEREAS, XXXX has served as a Director of, and as the President and Chief
Executive Officer of TIDE;
WHEREAS, a material disagreement exists between XXXX and the other
Directors of TIDE regarding the current financial and operational governance of
the company and the future direction of TIDE;
WHEREAS, as of the date of this Agreement, XXXX has resigned as a director
and officer of TIDE and has further resigned from all manager, director, and/or
officer positions of all subsidiaries of TIDE based upon the previously
described disagreement; and,
WHEREAS, the Parties desire to resolve all remaining matters between them
in an amicable fashion and to finalize XXXX'x separation from TIDE in a manner
which is as beneficial to each of the Parties as is possible.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
promises and payments described herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Parties agree as follows:
X. XXXX'X OBLIGATIONS
A. Resignations. XXXX, as of the effective date of this Agreement, has resigned
as a director and officer of Tidelands Oil & Gas Corporation and from all
manager, director, and officer positions of its subsidiaries. XXXX agrees to
execute such other and further documents as may reasonably be requested by TIDE
to formalize and finalize such resignations.
B. Repayment of Obligations. XXXX agrees, to pay back all obligations owed by
Xxxx to the Corporation on the terms set forth herein, including but not limited
to the following:
1. Airplane Note. XXXX agrees to pay in full, on or before December 31,
2006, the outstanding principal and all interest accrued to the date of such
payment in full, on that Promissory Note dated January 29, 2004. The total
amount due on this obligation at December 15, 2006 is $286,810.36 with a per
diem interest charge of $38.88 for each day after December 15, 2006 until paid.
2. Stock Subscription Agreement. Xxxx agrees to pay, in full, upon
execution hereof, all principal and accrued and unpaid interest due and owing on
that First Amended Promissory Note dated September 14, 2005 in the original
principal amount of $110,000.00 bearing interest at 5%. The total amount due as
of December 15, 2006 is $122,375.00.
3. Other Amounts. Upon execution hereof, XXXX shall pay TIDE the sum of
$428.55 for unpaid expenses advances from the Company.
C. Assumption of SBC Center Terrace Suite License Agreement. XXXX agrees to
bring current and assume all obligations of TIDE under that certain SBC Center
Terrace Suite License Agreement between TIDE and San Antonio Spurs, LLC dated
June 1, 2004 (the "Skybox Agreement"). TIDE agrees to assign all of its rights
under the Skybox Agreement to Xxxx.
1. The Parties acknowledge that the Skybox Agreement is assignable only
with the consent of the San Antonio Spurs, LLC. XXXX will use his best efforts
to obtain such an assignment and a full release of TIDE from all obligations
under the Skybox Agreement. XXXX further agrees to provide the San Antonio
Spurs, LLC with such financial and other information as it may reasonably
request for the approval of such assignment and release of TIDE. TIDE agrees to
cooperate with XXXX in obtaining the assignment of the Skybox Agreement.
2. If XXXX is unable to obtain a full release of TIDE from the Skybox
Agreement, then the assignment of the Skybox Agreement shall contain a security
interest in favor of TIDE, giving TIDE the right to immediately retake
possession of the skybox which is the subject of the Skybox Agreement and
receive any and all benefits relating thereto (e.g. tickets, etc.).
3. If XXXX is unable to obtain an assignment of the Skybox Agreement,
within thirty (30) days from the effective date of this agreement, then TIDE's
obligations under section II.B shall immediately cease.
D. Cooperation Regarding Filings. XXXX agrees to cooperate with TIDE regarding
the filing of any and all necessary governmental or regulatory disclosures
related to his resignation as described above.
II. TIDE'S OBLIGATIONS
A. TIDE shall issue XXXX 500,000 shares of TIDE stock upon execution hereof.
Such stock issuance shall be deemed to have fulfilled all obligations of TIDE
with regard to section 3.2 of XXXX'x employment agreement with TIDE. Such stock
issuance shall be subject to a security interest in favor of TIDE to secure the
assignment of the Skybox Agreement as contemplated above. Such security interest
will be documented in the form of an irrevocable stock power allowing Xxxxx X.
Xxxxx, as President of TIDE, the power to transfer such shares back to TIDE if
the assignment of the Skybox Agreement is not completed on or before December
31, 2006.
B. TIDE shall pay XXXX the total sum of $134,415.72 being the sum of six (6)
months salary, plus COBRA payments for the same period of time, commencing
January 1, 2007 according to TIDE's payroll schedule in affect on December 1,
2006. In the event XXXX is unable to secure an assignment of the Skybox
Agreement as contemplated herein by January 31, 2007, these salary payments and
COBRA payments, may be suspended by TIDE until such time as an assignment of the
Skybox Agreement has been secured as contemplated herein.
C. TIDE hereby grants XXXX a right of first refusal, which shall commence on the
date hereof and continue for a period of two years thereafter, to meet or exceed
any offer by a third party which is acceptable to the Board of Directors (and if
required by law or by the bylaws of TIDE, the shareholders) of TIDE for the
purchase of its Sonterra Energy Corporation and/or Tidelands Exploration and
Production, Inc. subsidiaries (the "Subsidiaries") according to the following
terms:
1. Should TIDE obtain a firm offer from a third party for the purchase of
either or both of the Subsidiaries, TIDE shall communicate the terms of such
offer to XXXX in writing, subject to any confidentiality restrictions imposed by
the third party making such offer.
2. TIDE agrees to cooperate with XXXX and allow XXXX access to information,
subject to a confidentiality agreement, to allow XXXX and his advisors to
formulate any such offer.
3. XXXX shall then have a period of fifteen (15) calendar days from his
receipt of the terms of such offer to formulate an offer which meets or exceeds
the offer of the third party. If such offer meets or exceeds such third party
offer, then TIDE shall, subject to legal restrictions, be obligated to accept
XXXX'x offer.
4. Nothing herein shall obligate TIDE to solicit offers for the
Subsidiaries or either of them, nor to sell the Subsidiaries or either of them.
Likewise, nothing herein shall obligated XXXX to purchase, nor to make any offer
for the purchase of the Subsidiaries or either of them.
III. MUTUAL OBLIGATIONS
A. Dispute Resolution. In order to facilitate an efficient and economical
resolution of any disputed matter arising under this Agreement, the Parties
agree to make a good faith effort to resolve any dispute related to this
Agreement that may arise between the Parties in accordance with the following
procedures:
1. Negotiation. In the event a dispute arises, the complaining party shall
give the other party written notice of such dispute. Within ten (10) days after
receipt of said notice, the Parties shall meet at a mutually acceptable time and
place, and, thereafter, as often as reasonably deemed necessary, shall exchange
relevant information and attempt to resolve the dispute.
2. Mediation. If the dispute cannot be resolved by negotiation within
thirty (30) days after notice, or if the Parties fail to meet within ten (10)
days, the dispute shall be submitted to mediation before resorting to litigation
or any other dispute resolution mechanism. Submission to mediation may be made
by either party by written notification to the other party.
A mediator shall be selected by agreement of the Parties within five (5)
days of notification of the need for mediation. Together with the mediator, the
Parties shall agree on a mutually convenient time for the mediation. If the
Parties are not able to agree on a mediator, the Bexar County Texas District
Judge who coordinates alternative dispute resolution matters at such time shall
pick a mediator from his or her Approved List of Mediators. Together with the
mediator selected, the Parties shall promptly designate a mutually convenient
time and place for the mediation, which shall take place within forty five (45)
days after selection of the mediator. If the Parties do not agree promptly, then
the mediator shall determine the time and place.
3. Post Mediation Procedures. The Parties will use their best efforts to
resolve such dispute by first mediating the dispute in good faith, and second,
by using such other alternative dispute resolution procedures as may be selected
by the agreement of the Parties, if any, prior to resorting to litigation.
B. Governing Law. This agreement shall be construed according to the laws of the
State of Texas. Any action brought under this Agreement, or which is related to
this Agreement shall be brought in Bexar County, Texas.
C. Assignment. Neither party may assign this Agreement without the consent of
the other party. However, TIDE acknowledges that XXXX may assign his right of
first refusal to purchase the Subsidiaries, or either of them, to an investor
group or entity owned or controlled by XXXX.
D. Amendments/Modifications. This Agreement may not be amended or modified
except in a writing signed by both XXXX and TIDE.
E. Waiver. The waiver by either party of a breach or violation of any provision
of this Agreement shall not operate as or be construed to be a waiver of any
subsequent breach hereof. No waiver will be effective unless set forth in
writing and signed by the party waiving such provision or breach of this
Agreement.
F. Notices. Any notice given under this Agreement shall be sufficient if in
writing and mailed, by either registered or certified mail, return receipt
requested, postage prepaid, to a party at the address set forth in the
introduction to this Agreement.
G. Severability. In the event any provision contained herein is determined to be
invalid, illegal or unenforceable under present or future laws effective during
the term hereof, such provision shall be fully severable; this Agreement shall
be construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a part hereof; and the remaining provisions hereof shall
remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance there from. In lieu of
such illegal, invalid or unenforceable provision there shall be added
automatically as a part hereof a provision as similar in terms to such illegal,
invalid or unenforceable provision as may be possible and be legal, valid and
enforceable.
H. Headings. The captions, headings and arrangements used in this Agreement are
for convenience only and do not affect, limit or amplify the terms and
provisions hereof.
I. Confidentiality. TIDE and TIDE's attorneys or representatives and XXXX and
XXXX'x attorneys or representatives agree that all of the terms and amounts
included in this Agreement are and forever shall be kept completely confidential
and at no time are TIDE or TIDE's attorneys or representatives and/or XXXX and
XXXX'x attorney's or representatives to mention, state or otherwise infer to the
terms and conditions or any details of this Agreement, except to the extent, if
any, disclosure is required by law or regulatory authority or to enforce the
terms hereof.
J. Entire Agreement. This Agreement contains the entire understanding among the
Parties concerning the subject matter contained herein. There are no
representations, agreements, arrangements or understandings, oral or written,
among or between the parties hereto, relating to the subject matter of this
Agreement, which are not fully expressed herein.
/s/ Xxxxxxx Xxxx
----------------
Xxxxxxx Xxxx
Tidelands Oil & Gas Corporation
By:/s/ Xxxxx X. Xxxxx
----------------------
Xxxxx X. Xxxxx, President
1 Street number and name has been omitted for privacy purposes.
