TERMINATION & RELEASE AGREEMENT
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THIS TERMINATION AGREEMENT dated as of the date of execution set out below;
BETWEEN:
ARCHANGEL DIAMOND CORPORATION, a Corporation continued under the laws
of the Yukon Territories, Canada;
("Archangel")
AND:
XXXX X. XXXXX, of the City of Littleton in the State of Colorado,
U.S.A.;
("Xxxxx")
WITNESSES THAT WHEREAS:
A. Archangel and Xxxxx have entered into a an executive employment agreement
dated January 1, 1998 (the "Employment Agreement");
B. Archangel and Xxxxx wish to terminate the Employment Agreement;
NOW THEREFORE in consideration of the premises and agreements contained herein
and other good and valuable consideration, the receipt and sufficiency of which
is acknowledged by each of them, the parties hereto agree as follows:
1. Archangel and Xxxxx acknowledge, confirm and agree that as of the date of
this Termination Agreement, the Employment Agreement is hereby terminated and of
no further force or effect and both parties hereby waive any prior or existing
breach thereunder as of the date hereof.
2. XXXXX DOES HEREBY REMISE, RELEASE AND FOREVER DISCHARGE Archangel including
its respective directors, officers, employees, servants, agents, predecessors,
successors and assigns, and each of them (individually a "Releasee" and
collectively the "Releasees") of and from any and all actions, causes of action,
claims, demands, damages, interest, costs, expenses and compensation of
whatsoever kind and howsoever arising, whether known or unknown (collectively, a
"Claim"), and which Xxxxx now has or at any time hereafter can, shall or may
have, in any way resulting or arising from any cause, matter or thing whatsoever
existing up to the present time with respect to the Releasees, and in
particular, but without restricting the generality of the foregoing, of and from
or in connection with any business, directorship or employment arrangement
between or among Xxxxx or his affiliates and any or all of the Releasees and any
remuneration obligation or settlement related thereto, SAVE AND EXCEPT for:
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(a) any salary payable to Xxxxx pursuant to the Employment Agreement as of
the date of this Termination Agreement;
(b) any deferred salary or bonus obligations owed to Xxxxx by Archangel as
of the date of this Termination Agreement;
(c) any outstanding stock options or other rights to purchase granted or
issued to Xxxxx in any capacity by Archangel up to the date of this
Termination Agreement;
(d) any claim or right of indemnity from Archangel for the benefit of
Xxxxx in accordance with Yukon corporate law in connection to any
Claim made against Xxxxx in his capacity as an employee or officer of
Archangel; and
(e) the rights and obligations set out in this Agreement .
3. Xxxxx hereby acknowledges and agrees that any and all rights of first refusal
and powers of attorney granted to Xxxxx by Archangel are cancelled, terminated
or revoked, as the case may be, and of no further force and effect.
4. Xxxxx acknowledges and agrees that:
(a) neither Xxxxx nor his affiliates shall make any claim or take any
proceedings against any other person or corporation who might claim
contribution or indemnity from the Releasees or any of their officers,
employees, servants, agents, predecessors, successors or assigns;
(b) the Release herein is intended to be a general Release in respect of
any claim or potential claim, known or unknown, that Xxxxx may have
against any of the Releasees;
(c) he has had the opportunity to seek independent legal advice with
respect to the terms of settlement as set forth herein as well as the
effect of the Release herein and he fully understands the contents and
the effect thereof;, and
(d) he has read this Termination Agreement and hereby confirms that this
Agreement contains the entire agreement between the parties hereto and
the ten-ns of the Release herein are contractual, and not merely
recital.
5. This Termination Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof and cancels and supersedes any
prior understandings and agreements between the parties hereto with respect
thereto. There are no representations, warranties, forms, conditions,
undertakings or collateral agreements, express implied or statutory between the
parties other than as expressly set forth in this Termination Agreement.
6. This Termination Agreement shall enure to the benefit of and be binding upon
the heirs, executors, administrators and legal personal representatives of the
parties to this Termination Agreement.
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7. This Termination Agreement is governed by and interpreted in accordance with
the laws from time to time in force in Ontario and the laws of Canada applicable
herein.
IN WITNESS WHEREOF the parties, intending to be bound, have executed this
Termination Agreement this 19th day of December, 2002.
ARCHANGEL DIAMOND CORPORATION
By:
/s/ Xxxxxxx X.X. Xxxxxxxx
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(Authorized Signatory)
Xxxxxxx X.X. Xxxxxxxx
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Print Name, Title
SIGNED, SEALED AND DELIVERED )
by XXXX X. XXXXX in )
the presence of: )
)
/s/ Xxxxxxxxxxx Xxxx ) /s/ Xxxx X. Xxxxx (Seal)
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Witness ) XXXX X. XXXXX
)
Xxxxxxxxxxx Xxxx )
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Print Name )
