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Exhibit
10.1
RELEASE
AGREEMENT
This Release Agreement (the
“Agreement”) is among Jeff Brown
(“Executive”), 31 Filigree Pines, Houston, Texas 77382,
and Far East Energy Corporation and Far East Energy (Bermuda) Ltd.
(individually and collectively “Far East Energy” or the
“Company”). This Agreement is effective on the eighth
day after it is signed by Executive (“Effective
Date”).
Section 1. Termination of
Employment
1.1 Executive voluntarily resigns from
his employment and each and every position of Far East Energy
effective May 16, 2007 (the “Resignation Date”).
Executive acknowledges that his voluntary resignation alleviates
Far East Energy from paying any severance benefits to him under the
terms of the parties’ employment agreement dated
October 29, 2005 (the “Employment Agreement”).
Executive’s last day of in-office duties shall be
May 14, 2007. After the Resignation Date, Executive shall not
accrue nor shall he be eligible or entitled to accrue any
additional benefits, including 401K contributions, retirement
benefits or vacation benefits, to which he may previously have been
eligible or entitled and that are made available to Far East Energy
employees from time to time or which were provided to Executive
pursuant to the Employment Agreement. On or before the
Company’s next regularly schedule payday after the
Resignation Date, Far East Energy will provide to Executive his
final pay for all work performed through the Resignation
Date.
1.2 In consideration for the release of
all claims and other agreements by Executive provided for herein,
Far East Energy will pay Executive the following severance
benefits: Far East Energy shall pay to Executive on June 29,
2007, Eighty Thousand Dollars and no/100 ($80,000), less all
applicable withholdings, (referred to herein as the
“Separation Payment”). Executive agrees that the
Separation Payment amount is new and separate consideration and is
above and beyond any amounts to which he may be, or may have
previously been, entitled. Additionally, the Executive will be
allowed to stay in the apartment housing at the expense of Far East
Energy until June 30, 2007 at the latest. The Executive will
be provided one driver and car for regular hours until
June 30, 2007 for your personal use, provided that no overtime
shall be incurred by the driver. The Company will pay
Executive’s relocation costs to Houston, Texas, not to exceed
six thousand dollars ($6,000). The Company will pay to Executive
the cost of two coach class tickets to return to Houston, Texas.
The Executive will be provided the use of two cellular phones in
China through the earlier of his departure date from China or
June 30, 2007. The Executive will be provided income tax
preparation services for 2007 by a preparer mutually agreed upon by
both parties at a cost not to exceed $300.
1.3 In exchange, Executive hereby fully
and finally releases Far East Energy (including all parents,
subsidiaries, and affiliated entities), its shareholders,
directors, officers, principals, vice-principals, partners, agents,
employees, legal counsel and other legal representatives of every
kind (collectively the “Released Parties”) from any and
all claims, actions, demands, and/or causes of action, of whatever
kind or character, whether now known or unknown, arising
from, relating to, or in any way
connected with, facts or events occurring on or before the
Effective Date of this Agreement. Executive agrees that this
Agreement specifically includes, without limitation, a release and
waiver of any personal injury claims, negligence claims,
contractual claims (express or implied), wrongful discharge claims,
and claims of discrimination, retaliation and harassment of every
possible kind, including but not limited to, claims on the basis of
race, color, sex, national origin, religion, disability, age (under
the Age Discrimination in Employment Act (the “ADEA”)
or any other statute), and any related attorney’s fees and
costs claims, if any, that he may have against Released Parties.
Executive agrees not to make comments that disparage the Released
Parties and/or the business of the Released Parties. Executive
agrees not to pursue future employment with Far East Energy or its
affiliates. Executive is not relying upon any representations by
the Released Parties legal counsel in deciding to enter into this
Agreement, and Executive waives and releases the Released Parties
from any claims that this Agreement was procured by fraud or signed
under duress or coercion so as to make the Agreement not binding.
Executive understands and agrees that by signing this Agreement he
is giving up the right to pursue any legal claims that he may have
against the Released Parties. Provided, nothing in this provision
of the Agreement shall be construed to prohibit Executive from
challenging the validity of the ADEA release in this Section of the
Agreement or from filing a charge or complaint with the Equal
Employment Commission or other appropriate agency or from
participating in any investigation or proceeding conducted by the
Equal Employment Opportunity Commission or other appropriate
agency. However, Far East Energy will assert all such claims have
been released in a final binding release agreement.
1.4 IMPORTANT INFORMATION
REGARDING ADEA RELEASE . Executive understands and agrees
that:
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a. |
this Agreement is worded in an understandable way; |
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b. |
claims under the ADEA that may arise after the date of this
Agreement are not waived; |
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c. |
the rights and claims waived in this Agreement are in exchange
for additional consideration over and above any consideration to
which Executive was already undisputedly entitled; |
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d. |
Executive has been advised to consult with an attorney prior to
executing this Agreement and has had sufficient time and
opportunity to do so; |
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e. |
Executive has been given a period of time of 21 days, if
desired, to consider this Agreement, and understands that he may
revoke his waiver and release of any ADEA claims covered by this
Agreement within seven (7) days from the date he executes this
Agreement. Notice of revocation must be in writing and received by
Far East Energy, 363 N. Sam Houston Parkway, Suite 380, Houston,
Texas 77060; Attention: CEO, Michael McElwrath, within seven
(7) days after Executive signs this Agreement; |
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f. |
any changes made to this Agreement, whether material or
immaterial, will not restart the running of this 21-day
period. |
1.5 Executive agrees that any and all
sums paid or provided to him pursuant to Section 1.2 will be
forfeited and become immediately due and payable to Far East Energy
and that Far East Energy will have no further obligations to
Executive under Section 1.2 in the event that Executive
asserts any claim, demand or cause of action, including any cause
of action for indemnity and contribution or third-party action,
arising out of, resulting from, or in any way related to any of the
claims or potential claims encompassed within this Agreement, or
any action to set aside, invalidate or avoid this Agreement, except
as a result of the Company’s breach of this Agreement.
Executive further agrees that a breach of the covenant set forth in
Section 1.3 will entitle Far East Energy and its successors
and assigns to a full recovery in an action for damages, including,
but not limited to, recovery of its or their costs, expenses and
attorneys’ fees for investigation, prosecution or defense of
any action brought in breach of this covenant. Such recover of
monies shall not otherwise affect the enforceability of the
Agreement or of other individual promises contained in this
Agreement. However, nothing in this paragraph shall prevent
Executive from challenging the enforceability of the ADEA
waiver.
1.6 Acknowledgement of Restrictive
Covenants in Employment Agreement . Executive acknowledges his
specific agreements and obligations contained within and does
hereby reaffirm his agreement to comply with Sections 3(c),(d), and
(e); 10; 12; 13; and 19 of the Employment Agreement.
1.7 Human Resources Matters .
Executive further agrees to provide Far East Energy prior to
June 15, 2007, with a written declaration in the form set
forth as the Attachment A, that Executive has report
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