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SEPARATION AGREEMENT
THIS AGREEMENT ,
entered into as of November 7, 2007, by and among BRIAN F. KING
(the “
Executive ”)
and UNITED ENERGY CORP., a Nevada corporation (the “
Company ”).
WHEREAS ,
the Executive and the Company wish to terminate the employment
relationship between the Executive and the Company.
NOW, THEREFORE ,
in consideration of the mutual promises and covenants herein
contained, the parties agree as follows:
1.
Termination .
The employment of Executive as Chief Executive Officer and
President by the Company is hereby terminated effective as of
November 9, 2007 (the “Termination Date”) and, except
as otherwise set forth herein, Executive shall not receive any
salary or other benefits for the period following the Termination
Date.
2.
Compensation .
In consideration of Executive entering into this Agreement
(including the releases contained herein), and in full payment of
all amounts due to Executive from the Company based on
Executives’ employment with the Company, the Company shall
pay the following amount:
(a) Pay
to the Executive, all accrued and unpaid salary up to and
including the Termination Date; and
(b) Reimburse
the Executive for all expenses incurred in connection with his
employment with the Company up to and including the
Termination Date.
3.
Health Insurance .
For the 18-month period commencing on the Termination Date, the
Company shall offer to the Executive the opportunity, at the
Executive’s expense, to extend the Executive’s (and his
dependents) health insurance coverage to the same extent as (and no
greater than) provided to the Executive immediately prior to the
Termination Date pursuant to New Jersey and federal law (including
but not limited to COBRA).
4.
Executives’ Release .
Except for (i) claims arising out of breach of this Agreement, and
(ii) claims by third parties against the Executive with respect to
the Company, its Executives, officers or representatives, its
business or operations, or the business or operations of affiliates
of the Company, for which Executive is entitled by law to
indemnification from the Company, the Executive, for himself and
his respective heirs, dependents, executors, administrators, legal
representatives, successors and assigns hereby releases and forever
discharges the Company, its parent, subsidiaries, and affiliated
entities (the “
Affiliates ”)
and the Company’s and the Affiliates’ officers,
directors, Executives, stockholders and agents (collective, the
“
Company Releasees ”)
from any and all actions, causes of action, suits, claims, damages,
liabilities, sums of money and demands, in law or equity
(collectively “
Claims ”),
whether known or unknown, which the Executive, ever had, now has,
or hereafter can, shall or may have against the Company Releasees,
or any of them, for, upon or by reason of any fact, matter, cause
or thing whatsoever, from the beginning of the world through the
date hereof arising out of any association between the Executive
and the Company Releasees or any of them.
5.
Company's Release .
The Company Releasees hereby releases and forever discharges the
Executive, and his respective heirs, dependents, executors,
administrators, legal representatives, successors and assigns from
any Claims whether known or unknown, which the Company Releasees,
ever had, now has, or hereafter can, shall or may have against the
Executive upon or by reason of any fact, matter, cause or thing
whatsoever, from the beginning of the world through the date hereof
arising out of any association between the Executive and the
Company Releasees or any of them.
6.
Nondisclosure .
(a) Executive
agrees that he shall not at any time, except as may be
required by court order or law, directly or indirectly use
(for his own benefit or the benefit of any other person or
entity), divulge or otherwise disclose, or cause to be used,
divulged or disclosed any Confidential Information; provided,
however, that the foregoing shall not extend to the disclosure
of any such information which at the time of disclosure was in
the public domain or was readily available through public
sources other than as a result of breach of this Agreement or
any other confidentiality agreement with the Company or any of
its Affiliates known to Executive. For purposes of this
Agreement, the term "Confidential Information" means all
proprietary, confidential and non-public information (whether
written or oral) concerning the Company or its Affiliates,
including, but not limited to, information about the Company's
or any of its Affiliates’ intellectual property,
procedures, operations, customers (including, without
limitation, customer lists, compilations, information and
billing records) finances, prospects, Executives, consultants
and contractors, information relating to the research,
development, production, manufacturing, sales and distribution
of the Company's products, processes and techniques,
memoranda, organizational, promotional and merchandising
materials and strategies. In the event that the Executive is
requested or required by court order or law to disclose any of
the Confidential Information, he shall provide the Company
with prompt written notice of any such request or requirement
so that the Company or any other person included in the
Company Releasees will have a reasonable period of time in
which to seek a stay or other protective order or other
appropriate remedy prior to disclosure of the Confidential
Information.
(b) All
Confidential Information shall be and remain the sole property
of the Company. Upon the execution hereof, the Executive shall
return to the Company any and all documents, records,
notebooks, files, correspondence, reports, surveys, analyses,
assessments, memoranda or similar materials (whether in paper
or electronic
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