Exhibit 10.1
SEPARATION
AGREEMENT
THIS SEPARATION AGREEMENT
(“Agreement”) is made and entered into by and between
Union Drilling, Inc. (“ EMPLOYER ”) and
Anthony J. Verdecchia (“ EMPLOYEE
”).
W I T N E S S E T
H:
WHEREAS , EMPLOYEE is employed by
EMPLOYER ;
WHEREAS , EMPLOYEE has indicated his
intention to voluntarily resign his employment with
EMPLOYER ;
WHEREAS , EMPLOYER desires that
EMPLOYEE remain in the employ of
EMPLOYER through the close of business on
September 30, 2009, to, among other things, assist in a smooth
transition to a successor; and
WHEREAS , EMPLOYEE and
EMPLOYER desire to settle fully and finally all
matters between them including, but in no way limited to, all
claims and demands, whether known or unknown, of any kind
whatsoever, which are based in whole or in part upon
EMPLOYEE ’ s employment with
EMPLOYER or the termination of said employment, that
the parties might have against each other, and to establish certain
additional rights and obligations between them.
NOW, THEREFORE
, in consideration of the premises
and mutual promises herein contained, it is agreed as
follows:
FIRST : As a result of HIS resignation,
EMPLOYEE ’s employment with
EMPLOYER shall terminate effective September 30,
2009 at 5:00 p.m., Fort Worth, Texas time (“Separation
Date”) and thereupon EMPLOYEE shall resign
HIS positions as Vice President, Chief Financial
Officer and Treasurer and shall resign and relinquish all other
titles, and all authorities, with respect to EMPLOYER
and will be deemed, as of the Separation Date, to be separated from
employment with EMPLOYER for all purposes.
SECOND : Subject to (i) EMPLOYEE
remaining in the employ of EMPLOYER through the
Separation Date, and (ii) EMPLOYEE having not
exercised HIS right of revocation as referenced in
paragraph SEVENTEENTH below, EMPLOYER will
provide EMPLOYEE with separation pay in the aggregate
amount of One Hundred Fifteen and no/100 Dollars ($115,000.00),
subject to all then applicable payroll deductions. This amount will
be paid to EMPLOYEE in a lump sum within three
(3) business days of the Separation Date provided each
condition above is satisfied in full.
THIRD : In accordance with EMPLOYER
’s policies, responses to inquiries regarding
EMPLOYEE ’s employment with
EMPLOYER will be limited to verifying
HIS dates of employment and HIS last
position title(s). Notwithstanding the foregoing sentence, if
requested by EMPLOYEE , EMPLOYER will
permit its CEO to serve as a personal reference for
EMPLOYEE .
FOURTH : EMPLOYEE agrees that
HE will not apply for or otherwise seek or demand
employment with EMPLOYER or any of its affiliates in
any capacity whatsoever at any time in the future. Provided,
however, the foregoing sentence will not preclude the
EMPLOYER and EMPLOYEE from agreeing
upon mutually acceptable terms in the event EMPLOYER
desires to engage EMPLOYEE , from time to time, as a
consultant on an independent contractor basis.
FIFTH : This Agreement shall not in any way be
construed as an admission by EMPLOYER or
EMPLOYEE of any acts of discrimination or other
wrongdoing whatsoever against each other.
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SIXTH : EMPLOYEE represents that
HE has not filed any complaints, petitions, or
charges which are based in whole or in part upon HIS
employment relationship with EMPLOYER , or its
termination, with any local, state, or federal agency or court,
that HE will not do so at any time hereafter, and
that if any such agency or court assumes jurisdiction of any such
complaint, petition, or charge on behalf of EMPLOYEE
, HE will request such agency or court to withdraw
from the matter. Provided, however, this Agreement is not intended
to prevent EMPLOYEE from filing a claim for
unemployment compensation benefits with the Texas Workforce
Commission if HE is otherwise eligible to do so under
applicable laws and regulations.
SEVENTH : [This paragraph intentionally
omitted].
EIGHTH : EMPLOYEE agrees that
HE will not provide any derogatory information
regarding EMPLOYER or the Releasees (as defined in
paragraph ELEVENTH ), either orally or in writing, to any
person, business or other entity for any purpose unless required to
do so by law. This prohibition applies to any derogatory or adverse
information, whether regarding the business or personal reputations
of EMPLOYER or the Releasees. Likewise,
EMPLOYER agrees that it will not provide any
derogatory information regarding EMPLOYEE , either
orally or in writing, to any person, business or other entity for
any purpose unless required to do so by law. Specifically, and in
addition to the foregoing, EMPLOYEE promises not to
provide any adverse information or make any derogatory remarks to
any past, present, or prospective customer of, or vendor to,
EMPLOYER . EMPLOYEE also agrees
HE will not solicit, encourage or induce, directly or
indirectly, (i) any current employee of EMPLOYER
to leave the employ of EMPLOYER , or (ii) any of
EMPLOYER ’s established customers or vendors,
whether at present or within the twelve months prior
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to the date of this Agreement, to no longer have
such a relationship with EMPLOYER . Furthermore, to
the extent necessary, EMPLOYEE agrees to cooperate
with EMPLOYER , and its financial and legal advisors,
and/or government officials, in any claims, investigations,
administrative proceedings, lawsuits, and other legal, internal or
business matters, as reasonably requested by EMPLOYER
from time to time. To the extent EMPLOYEE incurs
travel or other expenses regarding such activities,
EMPLOYER will reimburse HIM for such
reasonable expenses documented and a
