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EXHIBIT 10.23
RELEASE AGREEMENT
This Release Agreement ("Agreement") is made and entered into by and between
Queen Sands Resources (Canada) Inc., ("QSRc") and Queen Sand Resources, Inc. a
Delaware company ("QSRd") and Xxxxxx X. Xxxx, ("Xxxx" or "Employee").
WHEREAS, QSRc is a wholly owned subsidiary of QSRd; and
WHEREAS, The common stock of QSRd is a publicly traded in the Over-The-Counter
Bulletin Board of the Nasdaq stock market; and
WHEREAS, The Employee has been employed by QSRc under a contract of employment
dated December 15, 1997 (the "Contract") and, pursuant to the Contract, has
served as Executive Vice-President and Chief Financial Officer of QSRd and Queen
Sand Resources, Inc., a Nevada company ("QSRn") and Queen Sand Operating Co., a
Nevada Company ("QSROPCO") and QSRc, QSRd, QSRn and QSROPCO shall be
collectively referred to herein as the "Company Group"; and
WHEREAS, QSRd is the guarantor of all obligations of QSRc under the Contract;
and
WHEREAS, Employee and the QSRc have agreed that Employee will cease his
employment with QSRc and resign all positions with QSRd and all other members of
the Company Group; and
WHEREAS, the parties have agreed to resolve any and all potential disputes,
claims, or causes of action which have or may have arisen between them and
growing out of
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Employee's employment with QSRc and his positions with QSRd and any other member
of the Company Group;
NOW, THEREFORE, in consideration of the following mutual promises, payments and
conditions contained in this Agreement, and effective on the eighth day
following Employee's execution of this Agreement ("Effective Date"), the parties
voluntarily agree as follows:
1. Severance Date. Employee's employment with QSR has ended as of September
15, 2000 ("Last Day Worked").
2. Resignation. Employee hereby resigns from all officer and employment
positions with the QSRc, QSRd and every other member of the Company Group
effective as of 5:00 p.m. EDT on the Last Day Worked. Each member of the
Company Group hereby accepts the Employee's resignations.
3. Severance Payment. QSRc will pay the Employee a lump sum severance payment
in the amount of US$200,000 less all federal, provincial or state taxes as
may be required by law to be withheld therefrom.
4. Timing of Payment. QSRc shall pay the severance payment by cheque on the
eighth day following receipt of this agreement duly signed by the Employee.
5. Medical and Other Benefits. QSRc shall maintain until June 30 2002 for the
continued benefit of the Employee coverage under those of its medical,
dental and life insurance plans as are specified on Schedule A. Any
benefits not specifically stated on Schedule A shall cease on Employee's
Last Day Worked. Employee acknowledges and agrees that, because he is a
Canadian resident and citizen, no member of the Company Group is required
to maintain or pay for any health care or
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other benefit programs for or on account of the Employee pursuant to the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended,
("COBRA").
6. Covenant of Confidentiality. All documents, records, techniques, business
secrets and other information, including the terms of this Agreement and
any and all documents leading to or resulting from this Agreement, which
have or will come into Employee's possession regarding the Company Group or
any member thereof shall be deemed to be confidential and proprietary to
the Company Group, and its sole and exclusive property. Employee agrees
that Employee will keep confidential and not divulge to any other party
said confidential information and business secrets, including, but not
limited to, such matters as costs, profits, markets, sales, products,
product lines, key personnel, pricing policies, operational methods,
customers, customer requirements, suppliers, plans for future developments,
and other business affairs and methods and other information not readily
available to the public, except as required by law. Additionally, Employee
agrees that upon Employee's termination of employment, Employee shall
promptly return to the Company Group any and all confidential and
proprietary information that is in Employee's possession. Each member of
the Company Group agrees to keep the terms of this Agreement confidential
and not divulge such terms to any other party except as required by law.
7. Covenant of Cooperation. Employee agrees to cooperate with the Company
Group in ensuring an orderly transition under a replacement Chief Financial
Officer and in resolving or pursuing any litigation or administrative
proceedings involving any matters with which Employee was involved during
Employee's employment with QSRc or his relationship or position with any
and all members of Company Group. For such purpose, Xxxx agrees to make
himself available at the offices of QSRc and at the rate of $1,000 per day
as QSRC may reasonably request from time to time during the three (3) month
period following the Last Day Worked. The rate applicable to any period
thereafter shall be as the parties may hereafter agree. The parties
acknowledge and agree that no such request, service or payment shall be
construed as making Xxxx an employee of QSRc or any member of the Company
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Group and provided further that QSRc shall be under no obligation to
actually make any such request.
8. Covenant of Non-Solicitation. Employee agrees that for the period of one
year following the Last Day Worked, he will not solicit or induce or
attempt to solicit or induce on behalf of himself or any other person or
entity, any employee of any member of the Company Group, to terminate such
employee's employment with the particular member of the Company Group as
the case may be.
9. Mutual Release. In consideration of the mutual covenants contained herein,
the Employee forever and unconditionally releases and discharges the
Company Group, and each of member thereof and their respective owners,
directors, officers, employees, assigns, representatives or agents, and the
Company Group, and member thereof and each of their respective owners,
directors, officers, employees, assigns, representatives or agents, forever
and unconditionally releases and discharges the Employee from any and all
claims, complaints, or causes of action relating to or arising out of
Employee's employment or any and all of his executive officer positions
with any member of the Company Group. Such release encompasses, but is not
limited to, any and all claims by Employee for wages, salary, bonuses, or
other benefits of employment under the Contract or otherwise. Such release
also encompasses, but is not limited to, all claims under U.S. or Canadian
federal, provincial or state tort or common law, express or implied
contract or any U.S. or Canadian federal, provincial, state, or local
statutes. Such release does not encompass the obligations of the parties
under this agreement.
10. Indemnity. QSRc and QSRd shall indemnify, to the full extent authorized by
the laws of their respective incorporating jurisdictions the Employee and
his heirs, executives, administrators and legal representatives, from any
and all suits, claims, actions, demands or proceedings of any kind to which
the Employee is named or in respect of which he may be or become liable by
reason of the fact that he is or was a director, officer or employee of any
member of the Company Group or by reason of the fact that he is or was the
representative of the Company or any member of the Company Group on any
other corporation, trust, joint
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venture or enterprise not part of the Company Group or serving such other
entity in any capacity at the Company's request.
11. Mutual Waiver of Rights. Each Party further agrees that it will not file
any complaint, petition, or lawsuit against the other Party with any state
or federal court, except for any such lawsuit specifically required for
such Parties' enforcement of this Agreement. If either Party or anyone
acting on its behalf files any such lawsuit, petition, complaint, or if any
court assumes jurisdiction of any lawsuit, petition or complaint charge
against either Party regarding or involving Employee's employment with QSRc
or his position with any other member of the Company Group, the filing
party will immediately request such agency or court to withdraw from the
matter and dismiss said action. The filing Party will also reimburse the
other Party for all costs, including attorneys' fees, incurred as a result
of such complaint, petition, lawsuit, or charge.
12. Mutual Non-Admission. This Agreement shall not in any way be construed as
an admission by either Party of any illegal act(s) or violation of any
federal, provincial, state, or local statute, law, ordinance, or of any
breach of any express or implied contract or any right whatsoever against
the other Party or any other person. The Parties further specifically
disclaim any such illegal, or wrongful act or violation against the other
Party or any other person.
13. Entire Agreement. Each Party represents and acknowledges that in executing
this Agreement it does not rely and has not relied upon any prior
representations or prior agreements, written, verbal, express or implied,
made by the other Party or its employees, officers, agents,
representatives, or attorneys concerning the subject matter of this
Agreement.
14. Binding on Parties. This Agreement shall be binding upon the parties and
their respective heirs, third party beneficiaries, administrators,
representatives, executors, successors, assigns and affiliated entities.
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15. Specific Remedy. As a further material inducement to enter into this
Agreement, a party breaching this Agreement must reimburse the
non-breaching party for any and all loss, cost, damage or expense,
including without limitation, attorneys' fees arising out of any such
breach of this Agreement. In addition, any breach of this Agreement will
entitle the non-breaching party to seek injunctive relief and to recover
any actual damages incurred as a result of such breach.
16. Severability. Should any provision of this Agreement be declared to be or
determined to be illegal or invalid, the validity of the remaining parts of
this Agreement will not be affected.
17. Revocation Period. The parties agree that Xxxx may revoke this Agreement
within seven (7) days from the date of his execution of this Agreement.
18. Advice By Employee's signature below, he represents and confirms that he:
(a) has read this Agreement carefully and completely, (b) has been given a
period of at least twenty-one (21) days to consider and review this
Agreement, (c) has been informed of his right to consult with legal and
financial counsel and has had ample opportunity to do so (d) understands
and agrees to all the provisions contained in this Agreement, and (e) is
signing freely and voluntarily, without duress, coercion or undue
influence.
THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.
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SIGNED IN XXXXXX XXXXXXX XXXXXX ON THE 15TH DAY OF SEPTEMBER, 2000.
EMPLOYEE
/s/ XXXXXX X. XXXX
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By: Xxxxxx X. Xxxx
QUEEN SANDS RESOURCES (CANADA) INC.
By: /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: Director
SIGNED IN DALLAS, TEXAS ON THE 15TH DAY OF SEPTEMBER, 2000
QUEEN SANDS RESOURCES INC. (DELAWARE)
By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Title: Director
QUEEN SANDS RESOURCES INC. (NEVADA)
By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice-President, COO
