CONFIDENTIAL SEVERANCE AGREEMENT AND GENERAL RELEASE
Commerce
Energy Group, Inc. (“Company”) and Thomas L. Ulry
(“Employee”) hereby agree to end their employment
relationship on the following basis:
1.
Employee’s
employment with the Company will end or ended on June 13, 2008
(“Release Date”). On the Release Date,
Employee will be or was paid his/her regular base salary through
that date, and for any earned but unused vacation
days. Employee will cooperate fully with an amicable and
professional transition of accounts and/or
responsibilities. In addition, Employee represents that
he/she has returned to the Company all files, records, credit
cards, keys, equipment, and any other Company property or documents
maintained by him/her for the Company’s use or
benefit.
2.
Employee
represents that he/she is signing this Agreement voluntarily and
with a full understanding of and agreement with its terms, for the
purpose of receiving severance pay from the Company that is not
required by Company policy.
3.
In
reliance on Employee’s promises and releases in this
Agreement, the Company will make a severance payment to Employee in
the sum of $84,330.13, less deductions required by law
(“Severance Pay”). The Severance Pay will be
paid in three payments as follows: (a) $42,165.07 mailed to
Employee on the first business day after the Effective Date
(defined below) of this Agreement; (b) $21,082.53 mailed to
Employee on August 29, 2008; and (c) $21,082.53 mailed to Employee
on October 31, 2008.
Employee
agrees that he/she is not entitled to receive, and will not
claim, any right, benefit, or compensation other than what is
expressly set forth in this Agreement, and hereby expressly
waives any claim to any compensation, benefit, or payment
which is not expressly referenced in this
Agreement.
4.
In
exchange for the Severance Pay provided in Paragraph 3, Employee
promises
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a.
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to
keep this Agreement and its contents in complete confidence and not
to disclose the fact or terms of this Agreement or the fact or
amount of the special payment(s) to any person, including any past,
present, or prospective employee of the Company.
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b.
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not
to disparage the Company or its products, services, or
management.
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c.
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not
to use or disclose any confidential information, trade secrets, or
financial, personnel, or client information which he/she learned
while employed by the Company.
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d.
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for
a period of twelve (12) months after this Agreement is signed, not
to solicit or participate in or assist in any way in the
solicitation of any Company employee to begin an employment or
consulting relationship with any other employer.
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e.
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for
a period of twelve (12) months after this Agreement is signed, not
to solicit or participate in or assist in any way in the
solicitation of the customers of the Company to cease or decrease
doing business with the Company or for the customers to begin doing
business with any competitor of the Company. This
promise does not prevent Employee from going to work for a
competitor of the Company as long as he/she does not violate any of
his/her promises with respect to Company information, property
and/or trade secrets.
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5.
Employee
does hereby, for himself/herself and his/her heirs, successors
and
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