EXHIBIT 10.01
TERMINATION AND SETTLEMENT AGREEMENT
This Termination and Settlement Agreement (the "Termination
Agreement")
dated as of December 23, 2004 is entered
into by and among Gasco Energy, Inc. a
Nevada corporation ("Company"), Marc A. Bruner an individual residing in
Metzerlen, Switzerland ("Bruner"),
and Mark A. Erickson
an individual residing
in Highlands Ranch, Colorado ("Erickson"
and together with Bruner, collectively,
"Agents" or individually an "Agent"). Company and Agents are each
referred to
herein individually as a "Party" and,
collectively, as the "Parties".
INTRODUCTION
A. Company,
Agents
and others entered into that certain Trust
Termination and Distribution Agreement dated as of December 31, 2002 (as
amended, supplemented or otherwise modified
from time to time, the "Distribution
Agreement") which terminated the Pannonian
Employee Royalty Trust Agreement
dated as of March 30, 2001 ("Trust
Agreement") and provided for the distribution
to Participants (as defined in the Trust
Agreement)
of the Trust
Estate (as
defined in the Trust Agreement) in
accordance with terms thereof;
B. The Company and the Agents want to modify the terms of the
Distribution Agreement and terminate any
further rights that Agents may have to
receive any of the Trust Estate or any
other properties including any overriding
royalty interest or other mineral interest pursuant to the Distribution
Agreement and have Agents reconvey any overriding
royalty interests that they
may have received to date in accordance with the terms of the Distribution
Agreement located in the state of Utah for
the consideration set forth herein.
THEREFORE, for and in
consideration of the mutual benefits hereunder,
the Parties hereby agree as follows:
Section 1.
Definitions. The
following terms shall have the
meanings set forth below:
"Change of Control" means any of the following events:
(i) any "person"
(as such term is used
in Section 13(d)
and
14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")),
other than a trustee or other
fiduciary holding
securities under an employee benefit plan of the Company,
becomes the
"beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act)
or any current
owner of shares of common stock of the Company,
directly or
indirectly,
of shares of
common stock of the Company
representing 50% or
more of the voting
power of the Company's
then
outstanding common stock;
(ii) the consummation
of a merger
or consolidation of the
Company with any other
corporation or entity,
other than a merger or
consolidation that
results in the shares of common stock of the
Company outstanding
immediately prior thereto continuing to represent
(either by remaining
outstanding or by
being converted
into voting
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securities of the
surviving entity) at least 51% of the combined
voting power
of the voting securities of the Company (or such
surviving entity or
parent entity,
as the case may be)
outstanding
immediately after such merger or consolidation;
(iii) the stockholders of the Company approve a plan of
complete liquidation of the Company; or
(iv) the sale or disposition by the Company of all or
substantially all of the assets of the Company.
"Triggering Event" means the occurrence of any of the following
events:
(i) a Change of Control shall occur;
(ii) the sale or conveyance by the Company, other than to an
affiliate, of all or
substantially all of its interest in any property
listed on Schedule 1 (provided however, (A) neither the expiration or
termination of any
lease nor the farmout
of any such lease
shall be
construed as a sale or
conveyance
of such lease and (B)
a mortgage,
security interest or collateral assignment for the purpose of
providing
security for the
benefit of a
creditor will not be deemed a sale or
conveyance
of any lease);
(iii) with respect to Erickson only, upon the termination of
the Gasco Energy, Inc.
Employment
Agreement between Mark
A. Erickson
and Gasco Energy, Inc. dated as of February 14, 2003; or
(iv) with respect to Brune
