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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)
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