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EXHIBIT 10.17
No. CC-97-8806-A
X. XXXXXX XXXXXXX, XX. ) IN COUNTY COURT
vs. ) AT LAW NUMBER ONE
NATIONAL ENERGY GROUP, INC., ) DALLAS COUNTY, TEXAS
and MILES X. XXXXXX
COMPROMISE AND SETTLEMENT AGREEMENT
WHEREAS, NATIONAL ENERGY GROUP, INC., a Delaware corporation, herein
abbreviated "NEG" entered into an Employment Agreement with X. XXXXXX XXXXXXX,
XX., herein shortened to "Xxxxxxx" on or about January 1, 1996;
WHEREAS, NEG, through its President and Chief Executive Officer, XXXXX
X. XXXXXX, herein shortened to "Xxxxxx", entered into a Separation Agreement
pertaining to the termination of the employment of Xxx Xxxxxxx on or about May
6, 1997;
WHEREAS, a dispute has arisen between NEG and Xxxxxxx regarding his
employment and events related to his employment and termination;
WHEREAS, Xxxxxxx filed suit against NEG and XXXXXX in County Court at
Law Number One, Dallas County, Texas, on September 22, 1997,
cause # CC-97-8806-A. The causes of action by Xxxxxxx are identified in
Plaintiff's Original Petition, which lawsuit is pending;
WHEREAS, bona fide disputes and controversies exist between the
parties, both as to liability and the amount of liability, which they desire to
compromise and settle to the terms of this Compromise and Settlement Agreement;
NOW THEREFORE in consideration of the mutual agreements contained
herein, the parties enter into the following agreements:
(1) PAYMENT OF AGREED CONSIDERATION. Contemporaneously with the
execution of this agreement, XXX agrees to pay to Xxxxxxx the sum of
$75,625.00, plus an aggregate amount of $10,500.00 in attorney's fees
to his attorneys, Xxxxxxx X. Xxxxxxx and Xxxx Xxxxxx, P.C.
(2) COBRA BENEFITS, NEG represents that it has instructed its
insurance carrier, EPOCH Group to keep in force COBRA benefits of
Xxxxxxx, and contemporaneous with the execution of this agreement, in
addition to the payment of sums provided for in paragraph (1), XXX
agrees to reimburse Xxxxxxx 85% of the cost of his COBRA premiums for
group health insurance coverage for the period from June
Compromise and Settlement Agreement - Page 1
Xxxxxxx. C&S
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1, 1997 through November 30, 1997, being the sum of $2,999.05.
(3) COMPREHENSIVE RELEASE BY XXXXXXX EXCLUDES COMPANY BENEFITS. Upon
the payment of said sums, Xxxxxxx releases and forever discharges NEG,
its President, and all other employees, officers, and directors, and
agents and representatives and Xxxxxx from any claims, causes of
action, controversies, and demands, including those of whatever nature
or character, now known and those unknown, arising out of or in any
way related to the employment of Xxxxxxx, excluding, however, the
interest of Xxxxxxx in the company's benefits plans, including COBRA,
which interest is acknowledged by NEG and Xxxxxx, and from all
transactions arising out of or relating to the agreements between them
and all action taken pursuant to said agreements, excluding the
company benefits due Xxxxxxx.
(4) COMPREHENSIVE RELEASE BY NATIONAL ENERGY AND XXXXXX. Upon the
payment to Xxxxxxx, National Energy Group, Inc., and Xxxxx X. Xxxxxx
release and forever discharge, Xxxxxxx, his heirs, personal
representative, successors and assigns, from any claims, causes of
action, controversies, and demands, including those of whatever nature
or character, now known and those unknown, arising out of or in any
way related to the employment of Xxxxxxx, and from all transactions
arising out of or relating to the agreements between them and all
action taken pursuant to said agreements, excluding the obligations of
Xxxxxxx in this agreement.
(5) DISPUTED CLAIMS ARE NOT AN ADMISSION OF LIABILITY. The claims
asserted by Xxxxxxx against NEG and Xxxxxx are disputed by them and
the execution of this agreement is not an admission of liability on
the part of any party hereto.
(6) CORRECTION OF MISIDENTIFICATION OF DATES. The recitation of
dates in this agreement are not contractual in nature. Any incorrect
date or any dispute as to dates shall not affect the validity or
extent of the releases granted herein. Xxxxxxx was only employed one
time by NEG, and this document pertains to that period of employment.
Each party agrees that a misidentification or mischaracterization of
any date is to be corrected to reflect the actual dates, and shall not
affect the validity of the releases granted herein or the
extinguishment of the causes of action identified in numbered
paragraphs (3) and (4).
(7) MERGER CLAUSE. This agreement contains the entire agreement
between the parties and supersedes all prior agreements, oral or
written, arrangements, or understandings between the parties relating
to the subject matter. Each party hereto acknowledges that each agrees
that any oral understandings, statements or representations contrary
to the terms of this agreement are superseded by this agreement. This
agreement cannot be altered or modified except by a written agreement
signed by the parties.
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(8) DUPLICATE ORIGINALS OF THIS AGREEMENT. This Agreement is to be
executed in multiple duplicate originals, each of which is to be "an
original". Each signatory in a representative capacity warrants that
his signature is an authorized act of the entity on whose behalf the
signature is signed.
(9) EXECUTION OF AGREEMENT. Whenever the expression "execution of this
agreement" or substantially similar language is used in this agreement
it shall mean that each party has received a signed original of this
agreement, and the party to be paid any sums under this agreement has
received such payment.
(10) DISMISSAL OF PENDING LAWSUIT. Upon execution of this agreement,
together with the payment of the sums provided for in paragraphs (1)
and (2), an Agreed Motion and Order of Dismissal with Prejudice shall
be submitted to the court for entry in the lawsuit, with each of the
parties to pay their respective court costs.
(11) PROHIBITED DISCLOSURES OF CONFIDENTIAL INFORMATION. All parties
agree that none of them will at any time, discuss with or inform any
parties not a party to the pending lawsuit or parties not a party to
this agreement, any of the facts related to the disputes being
compromised, including the terms and conditions of this Compromise and
Settlement Agreement, all of which are strictly confidential between
the parties to this agreement. All parties agree that the "facts
related to the disputes" include all acts and transactions plead in
the pending litigation, as well as those acts and transactions
included in the releases which are the subject of this agreement. Acts
and transactions include conversations related to any acts or
transactions. This confidentiality extends not only to factual
information, but also to expressions of opinions, beliefs and personal
comments. The only permissible statement or comment to be made by
either party concerning the "facts related to the dispute" or and how
the dispute was concluded is "All claims have been compromised", or
words to that effect, provided that in the event either party is
compelled by judicial process or court order to make any such
disclosures, such party shall timely notify the other party of such
judicial process or court order.
Xxxxxxx further agrees that prior to May 6, 1999, he will not
disclose any confidential or proprietary information of XXX learned
during his employment with NEG. Any information which was known to
Xxxxxxx prior to his employment with NEG which is in the public domain
other than through Xxxxxxx or comes to Xxxxxxx through a third party
shall not be deemed confidential and proprietary information and is
excluded from this agreement. Further, any testimony by Xxxxxxx under
legal process is excluded and shall not be a breach of this paragraph,
provided NEG has been given timely notice of such legal process so
that it may file a motion for protective order or other appropriate
motion to prevent such disclosure.
NATIONAL ENERGY GROUP., INC.
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By: /s/ XXXXX XXXXXX /s/ XXXXX X. XXXXXX
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XXXXX XXXXXX, PRESIDENT AND CEO XXXXX X. XXXXXX, Individually
Date: November 18, 1997. Date: November 18, 1997.
/s/ X. XXXXXX XXXXXXX, XX.
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X. XXXXXX XXXXXXX, XX.
Date: November 1997
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