October 16, 2007
EXHIBIT
10.17
October
16, 2007
Xx.
Xxxxxxx X. Xxxxxxx
0000
Xxxxx Xxxx
Xxxxx,
Xxxx 00000
Dear
Xx.
Xxxxxxx:
This
letter (“Separation and Release Agreement” or “Agreement”) is your notice that
we accept your resignation as a director of Chancellor Group, Inc., a Nevada
corporation (“Chancellor” or “the Company”) and from all offices held by you in
Chancellor, or in Gryphon Production Company, LLC and Gryphon Field Services
Company, LLC (subsidiaries of Chancellor, the “Gryphon Subsidiaries”), effective
October 16, 2007 (the “Separation Date”). This Agreement also sets forth the
terms and conditions of Chancellor’s and the Gryphon Subsidiaries’ termination
of employment (“Employment”) with you.
In
consideration of your agreements made as provided herein, Chancellor and the
Gryphon Subsidiaries, jointly and severally, agree to and shall indemnify you
and hold you harmless if you are a party to or threatened to be made a party
to
or otherwise involved in any threatened, pending or completed action, suit
or
proceeding, against the Company or the Gryphon Subsidiaries, whether of a civil,
criminal or administrative or investigative nature, (other than an action or
proceeding by or in the name of the Company to procure a judgment in its favor),
against all expenses, judgments, fines, and penalties actually and reasonably
incurred (or which would be incurred but for this indemnity and hold harmless
obligation) by you in connection with the defense or settlement of such action
or proceeding, to the fullest extent permitted by Nevada law; provided that
any
settlement be approved in writing by the Company.
Further,
Chancellor, the Gryphon Subsidiaries and the undersigned directors and
shareholders of Chancellor, as releasors (the “Chancellor Releasors”), remise,
release and forever discharge you, your 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 your Employment 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 the Chancellor Releasors ever had, now have or may have,
claim or assert from the beginning of the world to the date of this Separation
and Release Agreement, excepting for your obligations under this Separation
and
Release Agreement.
Chancellor’s,
its directors’ and shareholders’ and Gryphon Subsidiaries’ agreements to provide
you with the indemnification and releases outlined above is conditioned upon
your agreement to the following:
First,
In
consideration for settlement of the termination of your employment as provided
hereinabove and the agreements of the Chancellor Releasors made as provided
herein, you waive any rights to any salary or unreimbursed expenses owed to
you
by Chancellor or the Gryphon Subsidiaries, and you, as releasor, remise, release
and forever discharge the Chancellor Releasors, their respective officers,
directors, agents, representatives, counsel, 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 your Employment
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 you ever had, now
have or may have, claim or assert from the beginning of the world to the date
of
this Settlement Agreement, excepting for the obligations of the Chancellor
Releasors under this Separation and Release Agreement.
Second,
you agree that you will promptly return to Chancellor all certificates for
shares of common stock of Chancellor owned by you for cancellation, such
certificates to be endorsed to the Company; provided, that, you shall not be
obligated to return to Chancellor your certificate for 1,000,000 shares of
common stock of Chancellor that was lost, and your execution of this Separation
and Release Agreement shall constitute the assignment of all right, title and
interest in and to that certificate to the Company. You will return all Company
property, data, and information belonging to Chancellor and the Gryphon
Subsidiaries and agree that you will not use or disclose to others any
confidential or proprietary information concerning Chancellor and the Gryphon
Subsidiaries or the Released Parties. In addition, you agree to keep the terms
of this Separation and Release Agreement confidential between you and Chancellor
and the Gryphon Subsidiaries, except that you may tell your immediate family
and
your attorney or accountant, if any, as needed, but in no event should you
discuss this Agreement or its terms with any current employee of Chancellor
and
the Gryphon Subsidiaries.
Third,
Chancellor and the Gryphon Subsidiaries, and the undersigned directors of
Chancellor, and you agree that neither will make any written or verbal
statements, or encourage others to make any such statements, that disparage
or
criticize the personal or business reputation, practices or conduct of
Chancellor, any of its directors, the Gryphon Subsidiaries or any of the other
Released Parties, or you. Chancellor, the Gryphon Subsidiaries and the
undersigned directors and shareholders of Chancellor will not make any written
or verbal statements, or encourage others to make any such statements, that
disparage or criticize your personal or business reputation, practices or
conduct.
Fourth,
Chancellor will state to prospective employers the following information either
in writing or orally:
Xx.
Xxxxxxx was employed by Chancellor and the Gryphon Subsidiaries from April
13th,
2007
until the Separation Date as President and Chief Executive Officer. The
employment relationship between Xx. Xxxxxxx and Chancellor and the Gryphon
Subsidiaries was terminated by his voluntary resignation.
Fifth,
you agree to transition to Chancellor and the Gryphon Subsidiaries and their
employees electronic files and directory, correspondence, agreements, collateral
materials, and other such matters as may be considered consequential to their
ongoing business.
Sixth,
nothing in this agreement shall be construed to alter, modify, or limit your
rights (i) pursuant to applicable statutes, common law, or insurance provisions
to seek or obtain indemnification from Chancellor and the Gryphon Subsidiaries
respecting defense costs, judgments and other liabilities, and (ii) to assert
a
claim for reimbursement under any potentially applicable directors and officers
liability insurance policy.
2
Finally,
you agree that after the Separation Date, you will not, either directly or
indirectly, separately or in association with others, (1) interfere with
Chancellor and the Gryphon Subsidiaries’ relationship with any of their
investors or prospective investors; and (2) current or prospective employees
by
soliciting, encouraging or causing others to solicit or encourage any of them
to
discontinue their employment with Chancellor or the Gryphon
Subsidiaries.
This
Separation and Release Agreement is intended to satisfy the Older Workers’
Benefit Protection Act, 29 U.S.C. section 626(f). Accordingly, by signing this
Agreement where indicated below, you acknowledge: (1) that you have read and
understand the terms of this Agreement; (2) that you have consulted an attorney
at your own expense and not relied on advice of Xxxxxxx & Xxxxxxxx, P.C.,
counsel for Chancellor, who is not representing you; and (3) that you have
consulted your legal counsel as you deem necessary, such that you are signing
this Agreement freely, knowingly and voluntarily. You will have twenty-one
(21)
days from today to consider whether or not to sign this Agreement. You are
not
required to use the full 21 days.
This
Separation and Release Agreement is intended to be a binding legal document
and
contains all of the agreements between you and Chancellor and the Gryphon
Subsidiaries and the undersigned directors and shareholders with respect to
your
employment and termination from Employment. The terms of this Agreement cannot
be modified except in a written document signed by both of us. This Agreement
is
effective and your resignation is effective as of the date on the date set
forth
in the first paragraph hereof.
If
the
foregoing terms and conditions are entirely satisfactory to you, please date
and
sign this Separation and Release Agreement below and return the original to
the
Company.
Sincerely,
CHANCELLOR
GROUP, INC.
By:
/s/
Xxxxxx Xxxxxxxx
Xxxxxx
X.
Xxxxxxxx, President
GRYPHON
PRODUCTION COMPANY, LLC
By:
/s/
Xxxxxx Xxxxxxxx
Xxxxxx
X.
Xxxxxxxx, President
GRYPHON
FIELD SERVICES COMPANY, LLC
By:
/s/
Xxxxxx Xxxxxxxx
Xxxxxx
X.
Xxxxxxxx, President
3
AGREED:
/s/
Xxxxxxx X. Xxxxxxx
Xxxxxxx
X. Xxxxxxx
Date: ___________________
CHANCELLOR
GROUP, INC. DIRECTORS AND SHAREHOLDERS:
/s/
Xxxxxxx Xxxxx
Xxxxxxx
Xxxxx
Date:
22
October, 2007
/s/
Xxxxxx Xxxxxx
Xxxxxx
Xxxxxx
Date:
22/10/07
/s/
Xxxxxx Xxxx
Xxxxxx
Xxxx
Date:
22/10/07
/s/
Xxxx Xxx
Xxxx
X.X.
Xxx
Date:
22/10/07
/s/
Xxxxx Xxxxxx
Xxxxx
Xxxxxx
Date:
22/10/07
4
