DIRECTOR’S SETTLEMENT AGREEMENT
EXHIBIT
10.21
DIRECTOR’S
SETTLEMENT AGREEMENT
DIRECTOR’S
SETTLEMENT AGREEMENT, dated as of the 9th day of December, 2008 (“Agreement”),
by and between Chancellor Group, Inc., a Nevada corporation, with offices at ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (“Chancellor ”), and ▇▇▇▇ ▇.
▇. ▇▇▇, of ▇/▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ("▇▇▇▇ ▇▇▇”),
Chancellor and ▇▇▇▇ ▇▇▇ are sometimes referred to herein as the
“Parties”, or individually as a “Party”.
WHEREAS,
▇▇▇▇ ▇▇▇ has agreed to resign a director of Chancellor; and
WHEREAS,
▇▇▇▇ ▇▇▇ is due 260,000 shares of Chancellor’s Common
Stock, par value $.001 per share (“Common Stock”) for services previously
rendered as a director of Chancellor; and
WHEREAS,
the Parties wish to provide for settlement of the obligations of each respective
Party to the other Party pursuant to the terms of this Agreement;
and
WHEREAS,
each of the Parties could attempt to assert claims against the other party;
and
WHEREAS,
the Parties desire to resolve all potential disputes with this Settlement
Agreement.
NOW,
THEREFORE, in consideration of the agreements and covenants contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, it is agreed by and between the parties as
follows:
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1.
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Settlement of
Obligation between the Parties. The Parties shall make
full settlement of obligations due ▇▇▇▇ ▇▇▇ for his services as a
Director:
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A.
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Effective
Date. The official date and time of termination of ▇▇▇▇ ▇▇▇’▇ term as a
director of Chancellor shall be 5:15 p.m. (Australian Eastern Standard
Time), December 5, 2008.
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B.
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Payment. Chancellor shall
pay ▇▇▇▇ ▇▇▇ the sum of $10,000 in full settlement of Chancellor ’s
obligations to ▇▇▇▇ ▇▇▇ for unreimbursed expenses with regard to ▇▇▇▇
▇▇▇’▇ service as a director or
otherwise. Chancellor shall not be required to
pay ▇▇▇▇ ▇▇▇ any further fees or expense reimbursements, except as
provided in C immediately below.
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C.
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Issuance
of Common Stock. Chancellor shall issue to ▇▇▇▇ ▇▇▇ 260,000 shares of
Common Stock in full settlement of Chancellor’s obligation to ▇▇▇▇ ▇▇▇ to
issue shares of Chancellor Common Stock to ▇▇▇▇ ▇▇▇ for director’s
fees.
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2.
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Release by ▇▇▇▇
▇▇▇. In consideration for settlement of the termination
of ▇▇▇▇ ▇▇▇’▇ employment as provided hereinabove and the agreements of
Chancellor made as provided herein, ▇▇▇▇ ▇▇▇, as releasor,
remises, releases and forever discharges Chancellor, its respective
subsidiaries, officers, directors, agents, representatives, successors and
assigns, jointly and severally, from any and all debts, demands, actions,
causes of action, suits, damages, claims and liabilities based on matters
relating to ▇▇▇▇ ▇▇▇’▇ service as a director of Chancellor or any other
matter of whatever kind or nature, known or unknown, suspected or
unsuspected, accrued or unaccrued, whether in law, equity or otherwise,
and whether under contract, warranty, tort or otherwise, which ▇▇▇▇ ▇▇▇
ever had, now has or may have, claim or assert from the beginning of the
world to the date of this Settlement Agreement, excepting for the
obligations of Chancellor under this Settlement
Agreement.
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3.
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Release by Chancellor
. In consideration of the agreements of ▇▇▇▇ ▇▇▇ made as
provided herein, Chancellor , as releasor, remises, releases and forever
discharges ▇▇▇▇ ▇▇▇, his respective, agents, representatives, heirs,
successors and assigns, jointly and severally, from any and all debts,
demands, actions, causes of action, suits, damages, claims and liabilities
based on matters relating to ▇▇▇▇ ▇▇▇’▇ service as a director of
Chancellor or any other matter of whatever kind or nature, known or
unknown, suspected or unsuspected, accrued or unaccrued, whether in law,
equity or otherwise, and whether under contract, warranty, tort or
otherwise, which Chancellor ever had, now has or may have,
claim or assert from the beginning of the world to the date of this
Settlement Agreement, excepting for the obligations of ▇▇▇▇ ▇▇▇ under this
Settlement Agreement.
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4.
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Confidential
Treatment. Except as required by law or applicable
regulation, all business, customer, technology and financial information
concerning Chancellor (“Confidential Business Information”)
shall be maintained in confidence by ▇▇▇▇ ▇▇▇ and shall not be disclosed
to any third party, except for Confidential Business Information that is
publicly available through Chancellor ’s filings under the Securities
Exchange Act of 1934, as amended, or otherwise made public by
Chancellor or its licensor. This Settlement
Agreement, and the terms hereof, shall be maintained in confidence by the
parties and shall not be disclosed to any third party. Neither
Chancellor nor ▇▇▇▇ ▇▇▇ shall discuss this Settlement Agreement
nor any of the transactions leading up to this Settlement Agreement with
any other person, other than their respective
counsel.
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5.
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Agreement Represents
Compromise. This Settlement Agreement represents a
compromise of disputed claims and is not to be deemed or construed to be
an admission of liability or of the truth of any fact on the part of any
party. By this Settlement Agreement, the parties intend merely
to avoid the potential for protracted dispute.
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6.
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Governing Law and
Venue. This
Settlement Agreement shall be construed under the laws of the State of
Texas pertaining to contracts made and to be performed in Texas, without
giving effect to its choice of law provisions. The Parties hereto hereby
consent to venue in any state or federal court within the State of Texas
having jurisdiction over ▇▇▇▇ County for all purposes in connection with
this Agreement.
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7.
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Entire
Agreement. This Settlement Agreement embodies the entire
agreement of the parties on the subject matter hereof and supersedes and
replaces all prior agreements between the parties regarding these matters.
It may not be changed or modified orally, but only by a writing signed by
each of the parties to be bound by such changes or
modification.
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Counterparts. This
Settlement Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which taken together
shall constitute one and the same instrument.
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9.
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Attorney’s
Fees. In any litigation arising out of this Agreement,
the prevailing party shall be entitled to reimbursement of reasonable
attorney’s and costs associated with such litigation through all levels of
appeals.
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IN
WITNESS WHEREOF, the parties have set their hands and seals to this Director’s
Settlement Agreement which is effective as of the day and year first above
written.
| CHANCELLOR GROUP, INC. | |||
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By:
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 12/11/08 | |
| Title: President | |||
| /s/ ▇▇▇▇ C. Y. ▇▇▇ | |||
| ▇▇▇▇ ▇. ▇. ▇▇▇ | |||
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