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EXHIBIT 10.1
SEVERANCE AGREEMENT
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This Severance Agreement (this "Agreement") between Global
Resource
Corporation ("GRC" or the "Company"), a Nevada Corporation with its
principal
executive office located at 408 Bloomfield Drive-Unit #1, West
Berlin, NJ 08091,
Frank G. Pringle, for himself and any present and former spouses,
dependants,
heirs, executors, administrators, creditors, counsel, successors
and assigns
(collectively referred to throughout this Agreement, except as the
recipient of
the consideration, as "Pringle") and 888 Corporation, a New Jersey
corporation
owned, directly or indirectly by Pringle ("888 Corp."), is dated as
of November
12, 2008.
NOW, THEREFORE, in consideration of the mutual covenants and
representations contained in this Agreement and for other good and
valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the
parties agree as follows:
1.
RESIGNATION FROM THE BOARD. As of the date hereof, Pringle
hereby
resigns as Chairman and as a member of GRC's Board of Directors and
in all other
capacities, if any, with GRC.
2. TERMINATION OF CONSULTING AGREEMENT. The Company, Pringle and
888
Corp. hereby agree that as of the date of this Agreement, the
Consulting
Agreement between 888 Corp. and the Company dated as of January 1,
2008 (the
"Consulting Agreement") is hereby terminated and of no further
force or effect
with no further consideration, royalties and/or benefits due from
GRC and/or its
affiliates to 888 Corp. and/or Pringle thereunder or otherwise. In
connection
with the termination of the Consulting Agreement, 888 Corp. hereby
irrevocably
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and unconditionally, releases the lien and security interest
granted to 888
Corp. pursuant to the Consulting Agreement and agrees to deliver
any document or
instrument requested by the Company in connection with such
termination.
3. RETURN OF SHARES. Upon the execution of this Agreement, (i)
Pringle shall
return the Two Hundred Twenty-Five Thousand (225,000) shares of
Company Common
Stock issued to him on or about June 26, 2008 and presently held in
"street
name" with UBS and shall take any and all actions requested by GRC
in connection
with the return of such shares; and (ii) Pringle shall immediately
cease and
desist from selling, assigning, transferring, pledging or otherwise
encumbering
any Company stock owned by Pringle, except as otherwise permitted
pursuant to
Section 7 of this Agreement.
4. PRINGLE'S REPRESENTATIONS AND OBLIGATIONS REGARDING INTELLECTUAL
PROPERTY.
(a) Pringle acknowledges and agrees that any and all prior
agreements, assignment documents, instruments of conveyance or
other documents
relating to the assignment, transfer or other conveyance from
Pringle and/or any
of his current or former affiliates to the Company involving the
intellectual
property rights and/or other rights relating to microwave
apparatuses and
processes applied in medical applications as well as applied to any
of a wide
variety of materials and compositions of matter (e.g., including,
but not
limited to, oil, coal, shale, tar sands, tires, plastics,
bio-derived materials,
and the like, as well as any products formed using said microwave
apparatuses
and processes), including without limitation, the intellectual
property
described on Schedule A hereto (collectively, the "Assigned
Intellectual
Property") are valid and enforceable in all respects.
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(b) Pringle represents and warrants that, except as set forth
on Schedule 4(b), he is the sole inventor with respect to all of
the Assigned
Intellectual Property and there are no claims or potential claims
by third
parties relating to the creation and/or ownership of any such
Assigned
Intellectual Property. Pringle further represents and warrants that
the assignor
of any such Assigned Intellectual Property owned all of such
Assigned
Intellectual Property free and clear of all liens, claims and/or
encumbrances as
of the date of assignment to the Company and had the full right,
power and
authority to assign and did assign such Assigned Intellectual
Property to the
Company free and clear of all liens, claims and/ or
encumbrances.
(c) If and to the extent that any of the Assigned Intellectual
Property has not been previously assigned to the Company or any
actions are
required to complete and/or perfect any such assignments, Pringle
hereby
irrevocably and unconditionally assigns to the Company without
further
consideration all right, title, and interest worldwide in and to
the Assigned
Intellectual Property and any and all rights associated therewith.
Pringle
understands and agrees that he has no right to use the Assigned
Intellectual
Property. If any Assigned Intellectual Property or rights therein,
has not and
cannot (as a matter of law) be assigned by Pringle to the Company
as provided
above, then Pringle unconditionally and irrevocably waives the
enforcement of
such rights and all claims and causes of action of any kind against
Company with
respect to such rights. In addition, to the extent Pringle cannot
(as a matter
of law) make such waiver Pringle unconditionally grants to Company
a perpetual,
irrevocable, worldwide, fully-paid, royalty-free, transferable
license, with the
right to sublicense through multiple levels of sublicensees, under
any and all
such rights (i) to reproduce, create derivative works of,
distribute, publicly
perform, publicly display, digitally perform, and otherwise use and
exploit the
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Assigned Intellectual Property in any medium or format, whether now
known or
hereafter discovered, (ii) to use, make, have made, sell, offer to
sell, import,
and otherwise exploit any product or service, and (iii) to exercise
any and all
other present or future rights not yet known in the Assigned
Intellectual
Property. Pringle hereby assigns to Company any and all claims,
past, present,
or future, of any nature whatsoever Pringle may have for
infringement,
misappropriation, or violation of any Assigned Intellectual
Property.
(c) Pringle shall cooperate with and assist Company and its
designees,
as requested at any time, in obtaining, perfecting, maintaining,
and enforcing
Company's or its designees rights in the Assigned Intellectual
Property and
execute and deliver to Company any documents or take any other
actions as may
reasonably be necessary, or as Company may request, to perfect,
maintain,
protect, or enforce Company's or its designees right in the
Assigned
Intellectual Property or otherwise carry out the purpose of this
Section 4.
Pringle hereby irrevocably designates and appoints the Company and
its duly
authorized officers and agents as Pringle's agent and
attorney-in-fact to act
for and in Pringle's behalf to execute, deliver, and file any and
all documents
with the same legal force and effect as if executed by Pringle, if
Company or
its designee is unable for any reason to secure Pringle's signature
on any
document needed in connection with the actions described in this
Section 4.
5. CONSIDERATION. As consideration for entering into this
Agreement,
the return by Pringle of the Two Hundred Twenty Five Thousand
(225,000) shares
of Company Common Stock pursuant to Section 3 hereof, and the
continued
compliance with the representations, covenants and obligations of
Pringle and
888 Corp. hereunder, GRC agrees to pay Pringle $200,000.00 per year
(payable in
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monthly installments in accordance with the Company's regular
payroll schedule),
for the six (6) year period commencing on January 1, 2009 (the
"Payout Amount")
(with Pringle or 888 Corp. receiving the same compensation amount
heretofore
received in 2008 for the balance of 2008), less applicable
withholding taxes, if
any, subject to Pringle and 888 Corp.'s continued compliance with
the terms of
this Agreement and the Company's indemnification and offset rights
described in
Section 14. Pringle agrees that he will be responsible for his own
health
insurance coverage.
6. NO CONSIDERATION ABSENT EXECUTION OF THIS AGREEMENT. Pringle
understands and agrees that GRC is entering into this Agreement in
reliance on
his representations, warranties and covenants contained herein and
that he would
not receive the benefits specified in this Agreement except for his
and 888
Corp.'s execution of this Agreement and his and 888 Corp.'s
complete and timely
fulfillment of their respective obligations contained herein.
7. RESTRICTIONS ON SALE; RIGHT OF FIRST OFFER.
(a) Pringle agrees that neither he nor his spouse nor any dependent
or
any entity directly or indirectly controlled by any of them
(collectively
"Pringle Related Parties") will sell, assign, transfer, pledge or
otherwise
encumber (collectively, "Transfer") more than an aggregate of Four
Hundred
Thousand (400,000) shares of Company Common Stock (excluding the
shares returned
to the Company pursuant to Section 3) in the three (3) month period
beginning
February 1, 2009, an aggregate of Three Hundred Thousand (300,000)
shares of
Company Common Stock in the three (3) month period beginning May 1,
2009 and an
aggregate of Two Hundred Fifty Thousand (250,000) shares of Company
Common Stock
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in any three month period thereafter beginning with the three (3)
month period
beginning August 1, 2009, and any and all such shares shall be
subject to the
right of first offer set forth in this Section 7. Pringle agrees
that he will
not sell any shares from the date of this Agreement through January
31, 2009.
Any attempt by Pringle or any Pringle Related Parties to effect a
Transfer in
violation of this Section 7 shall be void and ineffective for all
purposes. The
restrictions set forth in this Section 7 shall terminate at such
time as Pringle
and the Pringle Related Parties in the aggregate own less than Five
Million
(5,000,000) shares of Company stock; provided, that Pringle and the
Pringle
Related Parties have complied with the provisions of this Section 7
at all times
prior thereto and are otherwise not in default under this
Agreement.
(b) If Pringle and/or any Pringle Related Parties desires to
Transfer
any shares of Company stock owned by them that they are otherwise
permitted to
Transfer hereunder, he or they shall first deliver to the Company a
written
notice (the "Offer Notice"), which Offer Notice shall include: (A)
the number of
shares of Company stock desired to be sold (the "Offered Stock");
(B) the
purchase price for the shares of Offered Stock; and (C) an offer to
sell such
Offered Stock to the Company (or its assignee or designee) in
accordance with
this Section 7, at the purchase price specified in such Offer
Notice. The
Company and/or its assignee(s) or designee(s) shall then have the
first right
and option (but not the obligation) to purchase all or any of the
Offered Stock
at the purchase price stated in the Offer Notice. Such right and
option may be
exercised by the Company and/or its assignee or designee by giving
written
notice of such election (including the amount of Offered Stock the
purchaser
desires to purchase) to Pringle within ten (10) days following
receipt of the of
the Offer Notice (the "Acceptance Notice").
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(c) Unless the parties to any purchase and sale otherwise agree
in
writing, the closing of any purchase and sale of Offered Stock
pursuant to this
Section 7 shall take place on the tenth (10th) day following
delivery of the
Acceptance Notice (or the next succeeding business day if such day
is not a
business day). In the event the Company and/or its assignee or
designee fails to
deliver an Acceptance Notice with respect to all of the Offered
Stock set forth
in any Offer Notice within ten (10) days of receipt of such Offer
Notice,
Pringle or a Pringle Related Parties shall have the right, to sell
any remaining
Offered Stock at a price equal to or exceeding the price set forth
in the Offer
Notice. Such sale shall close during the calendar quarter in
question. If
Pringle or a Pringle Related Parties does not consummate any such
Transfer
within such calendar quarter, then such Transfer may not be
consummated without
repetition of the procedures set forth in this Section 7.
8. TAX LIABILITY: REIMBURSEMENT OF THE COMPANY WITH RESPECT TO
OTHER
MATTERS.
(a) In the event of a tax assessment by any federal, state or
local
taxing authority with respect to any alleged failure to make all
required
payments, deductions or withholding from sums paid or to be paid
Pringle by the
Company, Pringle promptly shall pay that assessment and any related
interest,
penalties or other charges.
(b) Pringle agrees that he will pay to the Company by March 1, 2009
(i)
the amounts of any and all personal expenses incurred by the
Company in respect
of matters personal to Pringle or a Pringle Related Party and not
Company
oriented, and (ii) fifty percent (50%) of the amounts incurred by
the Company in
connection with the investigation conducted by the Company with
respect to
activities conducted by Pringle while he was an officer or director
of the
Company, and the expenses incurred by the Company in connection
with the
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preparation and negotiation of this Agreement (the amount in clause
(ii) to be
paid by FP is expected to be approximately $15,000). Mr. Pringle
also
acknowledges that he will be responsible for any Claims (as
hereinafter defined)
incurred by the Company as a result of agreements executed by
Pringle on behalf
of the Company or commitments made by Pringle on behalf of the
Company which
were not properly approved by the Board of Directors or are
injurious to the
Company.
(c) The offset rights under this Section 8 shall be subject t
