Exhibit 10.32
COOPERATION AGREEMENT AND
MUTUAL RELEASE
This Cooperation Agreement
and Mutual Release (this “Agreement” or
“Mutual Release”) entered into on October 30,
2007, to be effective when executed, is by and between
Texhoma Energy, Inc., a Nevada Corporation, which has an
address of 100 Highland Park Village, Dallas, Texas 75205 and
its wholly owned Delaware subsidiary, Texaurus Energy, Inc.
(collectively “Texhoma”) and Terje Reiersen, an
individual (”Reiersen”), each individual referred
to as a “Party” and collectively referred to as
the “Parties.”
1.
Facts.
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1.1
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Reiersen
was previously engaged as a consultant to Texhoma from about May
2006 to about March 2007 (the “Service
Period”).
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1.2
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On
June 1, 2006, Reiersen was granted an aggregate of 1,000,000
Non-qualified Stock Options at an exercise price of $0.13 per
share, which were to vest to Reiersen at the rate of 250,000 shares
every three months (the “Options”).
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1.3
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Reiersen
claims that he is owed compensation from Texhoma in back consulting
fees and related expenses (the “Consulting
Fees”).
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2.
Settlement.
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2.1
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Reiersen
agrees that in consideration for Texhoma agreeing to the terms and
conditions of Section 3.2 below; Reiersen agrees to the terms and
conditions of Section 3.1 below (the “Texhoma
Consideration”).
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2.2
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Texhoma
agrees that in consideration for Reiersen agreeing to the terms and
consideration of Section 3.1 below,; Texhoma agrees to the terms
and conditions of Section 3.2 below (the “Reiersen
Consideration”).
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2.3
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Reiersen
agrees that he will receive valid consideration from the Texhoma
Consideration.
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2.4
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Texhoma
agrees that it will receive valid consideration from the Reiersen
Consideration.
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3.
Release.
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3.1
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In
consideration of the agreements and covenants set forth herein
above and below, the sufficiency of which is hereby acknowledged
and confessed, Reiersen, for himself, his agents, servants,
attorneys, employees, successors and assigns, to the extent
legally allowed , hereby covenants and agrees as
follows:
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3.1.1
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That
Reiersen hereby releases, acquits and forever discharges Texhoma,
its current and former agents, officers, directors, servants,
attorneys, representatives, successors, employees and assigns (the
“Texhoma Parties”) from any and all rights,
obligations, claims, demands and causes of action, whether in
contract, tort, under state and/or federal law, or state and/or
federal securities regulations, whether asserted or unasserted,
whether known or unknown, suspected or unsuspected, arising from or
relating to the Service Period, Texhoma and/or the Texhoma Parties
in general, for or by reason of any matter, cause or thing
whatsoever, including all obligations arising therefrom, and
omissions and/or conduct of Texhoma or the Texhoma Parties, and/or
Texhoma’s former or current agents, attorneys, servants,
representatives, successors, employees, directors, officers and
assigns, relating directly or indirectly thereto other than as
provided in 3.1.2.
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3.1.2
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That
Reiersen hereby assigns the rights to any and all claims, demands
and causes of action, whether in contract, tort, under state and/or
federal law, or state and/or federal securities regulations,
whether asserted or unasserted, whether known or unknown, suspected
or unsuspected, arising from or relating to any former officers or
Directors of Texhoma, or any predecessor company, to Texhoma (the
“Assigned Claims”).
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3.1.3
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Reiersen
agrees to cooperate with Texhoma, to advise Texhoma and to respond
truthfully and to the best of his knowledge and ability to any and
all questions and reasonable tasks requested of Reiersen by Texhoma
until sixty (60) days from the date this Agreement is executed (the
“Cooperation Deadline”); provided however that,
Reiersen further agrees to cooperate fully and to the best of his
ability in connection with all reasonable requests from Texhoma
following the Cooperation Deadline in connection with and pursuant
to the litigation of, resolution of and/or arbitration of any of
the Assigned Claims.
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3.1.4
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Reiersen
agrees that any and all of the Options which he vested have
previously expired unexercised and that he is relinquishing all
rights to the Options in connection with his entry
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