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Exhibit
10.2
SEPARATION
AGREEMENT
This Separation Agreement
(this “Agreement”) is between Michael Roberts
(“Director”), and Empire Energy Corporation
International, a Nevada corporation (the
“Company”).
WHEREAS, Director serves as a
director of the Company; and
WHEREAS, the parties wish to
terminate their relationship under specified conditions set forth
in this Agreement.
THEREFORE, in consideration
of the mutual promises and undertakings provided herein, the
parties hereto agree as follows:
1. In consideration of the
obligations of the Company hereunder the Director will voluntarily
resign his position as a Director of the Company as of and with
effect from completion by the parties of their obligations under
Clause 6 ( “Completion” ).
2. Director hereby waives as
of and with effect from Completion any right or claim against the
Company to any rights or entitlements he may have for expenses,
fees or other entitlements
3. The Company and Director
agree that they will not exercise their rights under the “Put
and Call Option Agreement between Empire Energy and MR Associates
LLP dated 15th October 2007” prior to
Completion and hereby agrees that as of and with effect from
Completion the Put and Call Agreement shall be and are hereby
terminated.
4. Director hereby releases
as of and with effect from Completion the Company, all of its
parents, subsidiaries, affiliates, assigns and successors, and all
of its and their past, present and future officers, directors,
agents, employees, representatives, shareholders, contractors,
insurers, and attorneys (collectively, the “Company
Parties”) from any and all claims, damages, lawsuits,
injuries, liabilities and causes of action that he may have,
whether known to him or not, arising at any time prior to the
signing of this Agreement, including, without limitation, claims
arising, directly or indirectly, out of his service as a director
of the Company and/or the cessation of his service as a director
the Company, with the exception of any claims arising from a breach
of this Agreement. This release is intended to have the broadest
possible application and further includes, but is not limited to,
any and all claims for breach of contract, and any and all other
tort, contract, common law, constitutional or other statutory
claims arising under the law of any and all
jurisdictions.
5. Director agrees that he
shall not make disparaging remarks about the Company or any of the
Company Parties and further agrees that any breach of this
provision 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.
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6. Completion shall take
place upon the earlier of a significant funding event or sixty
(60) days from the date of this Agreement when:
(a.) The Company delivers to
Director a duly authorized and executed certificate issued in his
name, representing 2,500,000 shares of the Company’s common
Class A stock, representing the share compensation initially
issued in conjunction with the Put and Call Option Agreement. The
Company agrees to use commercially reasonable efforts to register
such shares on the next registration statement filed by the
Company, which is intended to be filed as soon as practicable but
in any event no later than April 30, 2008. Director agrees to
cooperate with the Company in filing all necessary regulatory
documentation in connection with this Agreement. The Company agrees
to issue to Director as liquidated damages an additional 250,000
shares for each month after June30, 2008 until the registration
statement is filed with the Securities and Exchange Commission. The
parties t
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