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Exhibit 10.1
April 18, 2005
Philip G. Kupperman
19706 Bay Cove Drive
Boca Raton, Florida 33434
Dear Phil:
This letter agreement confirms that Wilshire Enterprises, Inc.
("Wilshire") and you mutually have agreed
to terminate your engagement by
Wilshire to perform the Consulting Services
described in the letter agreement
between Wilshire and you dated June 14,
2004 ("Consulting Letter") and sets
forth our agreements regarding such
termination. Capitalized terms used in this
letter agreement and not defined herein,
will have the meanings described in the
Consulting Letter.
1. Termination of Consulting Services. By
our mutual agreement, your engagement
to perform the Consulting Services and the
Consulting Period shall terminate
today, April 13, 2005 ("Termination Date").
By accepting this letter agreement,
you acknowledge that (except as otherwise
provided herein) you have received all
payments and benefits to which you are
entitled under the Consulting Letter and
that Wilshire has no further obligations to
you under the Consulting Letter or
otherwise.
2. General Release of Company. In
consideration of the Payment (as defined
below) and other good and valuable
consideration, by accepting this letter you
hereby release, waive, discharge and give
up any and all Claims (as defined on
Exhibit A attached hereto) that you may
have against the Company (as defined on
Exhibit A attached hereto) arising on or
prior to the date that you accept this
letter agreement. This releases all Claims
including those of which you are not
aware and those not mentioned in this
letter agreement. You specifically release
any and all Claims arising out of your
former employment with Wilshire and
separation therefrom, as well as your
engagement to perform the Consulting
Services and the termination thereof.
3. General Release of You. In consideration
of your acceptance of this letter
agreement, Wilshire releases, waives,
discharges and gives up any and all
Wilshire Claims (as defined on Exhibit A
attached hereto) that Wilshire may have
against you, arising on or prior to the
date of this letter agreement. This
releases all Wilshire Claims including
those of which Wilshire is not aware and
those not mentioned in this letter
agreement up to the date of this letter
agreement. Notwithstanding the foregoing,
nothing herein shall be deemed to
release you from any of your acts or
omissions involving or arising from fraud
or from your obligations under the
Employment Agreement that survived the
termination of your employment (including,
without limitation, Sections 2.6,
4.3(b), (c) and (d), and 6 through 26).
4. Representations; Covenant Not to Sue.
Wilshire and, by accepting this letter,
you, hereby represent and warrant to the
other that neither has: (A) filed,
caused, or permitted to be filed any
pending proceeding (nor lodged a complaint
with any governmental or quasi-governmental
authority) against the other, nor
agreed to do any of the foregoing; (B)
assigned, transferred, sold, encumbered,
pledged, hypothecated, mortgaged,
distributed, or otherwise disposed of or
conveyed to any third party any right,
Claim or Wilshire Claim, as applicable,
against the other that has been released in
this letter agreement; and (C)
directly or indirectly assisted any third
party in filing, causing, or assisting
to be filed, any Claim or Wilshire Claim,
as applicable, against the other. In
addition, neither Wilshire nor you shall
encourage or solicit or voluntarily
assist or participate in any way in the
filing, reporting, or prosecution by
itself or any third party of a proceeding,
Claim, or Wilshire Claim,(as
applicable) against the other based upon or
relating to any Claim or Wilshire
Claim, as applicable, released by in this
letter agreement.
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5. Payment In consideration of your
acceptance of this letter agreement,
Wilshire shall provide to you a lump sum
payment ("Payment") in the amount of
$40,625, representing payment of the
Consulting Fees through December 31, 2005.
The Payment shall be made to yo
