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Exhibit 10.1
SEPARATION AND RELEASE AGREEMENT
THIS SEPARATION AND RELEASE AGREEMENT (the "Agreement") is
effective as
of April 24, 2007 by and between Jefferson Stanley (the "Employee")
and Voyager
Petroleum, Inc., ("Voyager," "Employer," or "Company"), a Nevada
corporation the
"Company").
WITNESSETH:
WHEREAS, the Employee was employed by the Company on various
positions
such as Chief Executive Officer, Chief Financial Officer and as a
Director of
Voyager Petroleum, Inc.;
WHEREAS, the Company and the Employee have mutually decided that
the
Employee will resign and receive compensation pursuant to the terms
and
conditions contained herein;
NOW, THEREFORE, the Employee and the Company, intending to be
legally
bound hereby and in consideration of the promises contained herein,
do hereby
agree as follows:
1. RESIGNATION. The Employee agrees to resign as (i) Voyager's
Chief
Executive Officer, (ii) Chief Financial Officer, (iii) a Director
of Voyager and
from any other position that he holds with any of the Company's
subsidiaries, if
any, effective as of the end of the business day on April 24, 2007
(the
"Resignation Date"). The Employee acknowledges and agrees that
after the
Resignation Date, he will not have the authority to represent or
bind the
Company or its subsidiaries as an officer or employee.
2. TERMINATION OF EMPLOYMENT, PAYMENT OF ACCRUED SALARY, BONUS,
PAYMENT
OF SEVERANCE, REIMBURSEMENT OF EXPENSES, REGISTRATION OF SHARES
UNDERLYING
PREVIOUSLY GRANTED OPTIONS AND CONVERSION OF PREFERRED SHARES INTO
COMMON STOCK.
2.1 Employee acknowledges and agrees that this Agreement shall
serve to terminate his employment and that this Agreement sets
forth all the
compensation that is payable to him, effective as of the
Resignation Date. The
Employee agrees that he shall be paid all of his accrued salary
which is owed to
him by the Company as of the Resignation Date, and agrees that said
salary
amount, which is equal to an aggregate of $22,500.00 (TWENTY TWO
THOUSAND FIVE
HUNDRED DOLLARS), shall be payable by the issuance of the Company's
common
stock, which shall be equal to 362,904 shares, valued at the
closing bid price
of the Company's common stock on the Over-The-Counter Bulletin
Board on April
24, 2007, which was $0.062. The Company and the Employee
acknowledge that the
362,904 shares shall be issued in the name of Employee and included
for
registration on Form S-8 which shall be filed no later than May 15,
2007.
2.2 The Company agrees to pay Employee $35,000 (THIRTY FIVE
THOUSAND DOLLARS) as a bonus for services rendered prior to April
24, 2007. This
bonus shall be payable by the issuance of the Company's common
stock, which
shall be equal to 564,517 shares, valued at the closing bid price
of the
Company's common stock on the Over-The-Counter Bulletin Board on
April 24, 2007,
which was $0.062. The Company and the Employee acknowledge that the
564,517
shares shall be issued in the name of Employee and included for
registration on
Form S-8, which shall be filed no later than May 15, 2007.
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2.3 The Company agrees
to pay Employee six-weeks salary of $18,750 as
severance pay which shall be payable in accordance with the
Company's payroll
procedures in two installment payments of $9,375, which shall be
payable on or
before May 15, 2007 and May 30, 2007, respectively. Applicable
withholding taxes
and other amounts that are required to be withheld or deducted by
federal and
Illinois law will apply to these payments in accordance with
Section 3.3 herein.
2.4 The Company agrees to reimburse Employee for outstanding
expenses
incurred prior to April 24, 2007 which are owed to him by the
Company as of the
Resignation Date. The Employee agrees that said expenses aggregate
less than
$1,200 which shall be immediately payable in one lump sum by check
upon
presentation of an Expense Statement and receipts evidencing said
expenses.
2.5 The Company agrees to register the 2,000,000 underlying shares
of
an Option granted to Employee on August 29, 2006 at the exercise
price of $0.13
per share. The Company and the Employee acknowledge that the
2,000,000 shares
underlying such option shall be issued in the name of Employee and
included for
registration on Form S-8, which shall be filed no later than May
15, 2007.
2.6 The Employee agrees to convert all of the shares of Series
A
Preferred Stock of Voyager which he owns as of the Resignation
Date, which
amounts to an aggregate of 500,000 shares, into 500,000 shares of
common stock
of Voyager immediately upon the execution of this agreement.
Pursuant thereto,
the Employee shall return the certificate(s) representing such
shares of Series
A Preferred Stock to the Company's transfer agent immediately upon
the execution
of this Agreement requesting that the 500,000 shares of the
Company's Series A
Preferred Stock be immediately converted into 500,000 shares of the
Company's
common stock. The conversion shall be completed no later than May
15, 2007. In
the event the conversion is not completed by May 15, 2007, then, in
addition to
any other remedies the Company may have herein, the Employee waives
the
Company's obligations outlined in 2.5 above.
2.7 In the event any of the above items outlined in 2.1 through 2.5
are
not paid or issued within the time frame or under the terms and
conditions
outlined herein for any reason, the Company shall continue to be
responsible for
satisfying the obligations outlined above and shall immediately
grant an Option
to purchase 2,000,000 shares of the Company's common stock with an
exercise
price at the closing bid price on the date of grant which shall be
exercisable
for a period of five years from the date of grant . The Employee
shall then be
notified of any registrations and all options of employee shall
then be
immediately registered at employees discretion and subject to legal
limitation
with the next registration statement put forth by the Company.
After each item
outlined in 2.1 through 2.5 is satisfied, Employee agrees to sign
an
acknowledgment stating that said item was paid or issued within the
time frame
and under the terms and conditions outlined herein.
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3. BENEFITS.
3.1 CONTINUED BENEFITS. In consideration of the covenants set
forth
herein, the Company agrees to provide the Employee with medical
benefits which
include his spouse and children from the date hereof through June
30, 2007 (the
"Benefit Period").
3.2 BENEFITS AFTER THE BENEFIT PERIOD. Subsequent to the expiration
of
the Benefit Period, the Company will provide the Employee with
information
regarding any benefits which may be converted to individual
coverage and/or
coverage which includes his spouse in accordance with Consolidated
Omnibus
Budget Reconciliation Act (COBRA) regulations. Employee
acknowledges and agrees
that he will not be entitled to any perquisites, benefits or other
compensation
whatsoever after the Resignation Date, except as described in this
Agreement.
3.3 AMOUNTS STATED BEFORE TAXES. All amounts stated in this
Agreement
are prior to any deduction for applicable withholding taxes and
other amounts
that are required to be withheld or deducted by federal and
Illinois law.
4. EMPLOYEE AND EMPLOYER WAIVER AND RELEASE. For good and
valuable
consideration, the receipt and sufficiency of which is acknowledged
by the
Employee and Employer, including the b
