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Exhibit
10.1
SEPARATION
AGREEMENT
This Separation Agreement
(“Agreement”) is between Selami A. Sehsuvaroglu
(“Executive”), Empire Energy Corporation International,
a Nevada corporation, including its predecessors, subsidiaries,
successors, assigns, affiliated and parent companies (“the
Company”), Tad M. Ballantyne (“TMB”), John C.
Garrison (“JCG”), Clive F. Burrett (“CFB”),
and Michael Roberts (“MR”).
WHEREAS, Executive is
employed by the Company as President, Chief Executive Officer and
serves as a Director of the Company; and
WHEREAS, TMB, JCG, CFB and MR
are directors of the Company; and
WHEREAS, the parties wish to
terminate their relationship under specified conditions.
THEREFORE, in consideration
of the mutual promises and undertakings provided herein, the
parties hereto agree as follows:
1. Executive will voluntarily
resign his employment with the Company and subsidiaries and
position as a Director of the Company and subsidiaries. These
resignations will be effective as of the “Resignation
Date” as defined in paragraph 14 of this
Agreement.
2. Executive will waive any
right or claim to any rights or entitlements he may have under his
employment agreement for wages, salary, benefits, stock options or
other entitlements under the employment agreement between Executive
and Company effective August 15, 2007, and under Australian
law for employee benefits, including superannuation benefits, any
accrued and unpaid annual leave or personal leave.
3. Executive will return the
power of attorney to act for the Company.
4. Executive will return any
Company supplied equipment other than the laptop computer, which he
will be permitted to retain. Executive will return, erase, destroy
and/or eliminate all company data and information on the laptop and
in his possession. The Company will continue to pay
Executive’s Australian mobile telephone charges for three
months following the Resignation Date up to a maximum of
$4,000.
5. Executive will release the
Company and subsidiaries and the current and former Directors from
any and all claims he may have against the Company or TMB, JCG, CFB
and MR, and other employees, subsidiary directors contractors,
shareholders and affiliates with the exception of any claims
arising from a breach of this Agreement.
6. Executive agrees that he
shall not make disparaging remarks about the Company, its officers
or employees and further agrees that any breach of this
provision
1
shall not vitiate the terms, releases
and/or conditions of this Agreement, but rather merely give rise to
a claim for actual damages suffered by the Company, its officers or
directors.
7. The Company will pay to
Executive the sum of US $330,000.00 upon the earlier of a
significant funding event or sixty days from the signing of this
agreement.
8. The Company will deliver
to Executive a duly authorized and executed certificate issued in
his name, representing 6,315,800 shares of the Company’s
common Class A stock. The Company agrees to use commercially
reasonable efforts to register such shares on the next registration
statement filed by the Company, as soon as practicable, but in no
event later than April 30, 2008. The Company agrees to issue
to Executive as liquidated damages an additional 631,580 shares for
each month thereafter until the registration statement is filed
with the Securities and Exchange Commission. The parties to this
Agreement agree that this amount is a fair and accurate estimate of
actual damages the Executive would suffer should the deadline not
be met.
9. The Company will release
Executive from any and all claims that it may have against him
arising from or related to his employment by the Company or service
as a Director of the Company and will defend, hold harmless and
indemnify Executive to the fullest extent allowed by law,
including, but not limited to, any and all claims that may be
asserted against him, th
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