SEPARATION
AND GENERAL RELEASE AGREEMENT
The
following Separation Agreement and General Release
(“Agreement”) between Frank C. Ingriselli
(“I” or “Employee”), Pacific Energy
Development Corp. (“PEDEVCO” or the
“Company”) is entered into with the following
terms:
This
Release Agreement is given in consideration of the Severance
Benefits described below. I understand the Severance Benefits are
additional benefits for which I am not eligible unless I elect to
sign this Agreement. I agree that this Agreement is not given in
return for the payment of any wages undisputedly due or owing. I
also understand and agree that I will not be entitled to such
consideration if I accept an offer with PEDEVCO or with an
affiliated or related Company or a successor to PEDEVCO or any of
its affiliated or related Companies prior to the payment of such
Severance Benefits.
CONSIDERATION
In
accordance with the terms of this Agreement, and provided that I
sign and do not revoke this Agreement within the deadlines set
forth herein, I will be entitled to Severance Benefits of
$350,000.00, , subject to applicable deductions, after seven (7)
days from the date of signature . I understand and agree that the
Severance Benefits to be paid under this Agreement are due solely
from the Company and that Insperity PEO Services, L.P.
("Insperity") has no obligation to pay the Severance Benefits even
though payment may be processed through Insperity. In addition, in
accordance with the stock purchase agreements entered into between
you and the Company governing the vesting terms of your 60,000
shares currently vesting on 12/1/2018, 60,000 shares currently
vesting on 1/11/19 and your 20,000 shares currently vesting on
3/1/2019 ("Unvested Stock"), all Unvested Stock would be forfeited
on the Separation Date, absent the execution and effectiveness of
this Agreement. You and the Company acknowledge and agree that
Severance Benefits shall include (i) upon the effective date of
this Agreement, all of your Unvested Stock shall be transferred and
assigned by you to Global Venture Investments Inc., an entity owned
and controlled by you ("GVEST"), and (ii) effective immediately
upon October 1, 2018, provided successful completion of services
under the GVEST consulting agreement with the Company dated
September 6, 2018, all of the Unvested Stock shall fully vest and
be released from the Company's repurchase option.
RELEASE
Released Claims
In
consideration of being provided the Severance Benefits, I, on
behalf of my heirs, spouse and assigns, hereby completely release
and forever discharge PEDEVCO and Insperity, their past and present
parent companies, subsidiaries, affiliates, related entities, and
each of their past and present principals, partners, agents,
officers, directors, plan fiduciaries, employees, attorneys,
insurers, successors, shareholders and assigns (collectively,
“
Released
Parties
”) from any and all claims, of any and every
kind, nature and character, known or unknown, foreseen or
unforeseen, based on any act or omission occurring prior to the
date of my signing this Release Agreement to the fullest extent
allowed by law, including but not limited to any claims arising out
of my offer of employment, my Executive Employment Agreement, dated
May 10, 2018, my employment, or termination of my employment with
the Company and Insperity; and any disputed wages, commissions, and
bonuses. This release of claims includes, without limitation,
claims at law or equity or sounding in contract (express or
implied) or tort, claims arising under any federal, state, or local
laws, of any jurisdiction, including, without limitation, those
that prohibit age, sex, race, national origin, color, sexual
orientation, pregnancy, disability, religion, veteran status,
gender identity or gender expression, or any other form of
discrimination, harassment, or retaliation. The matters released
include, but are not limited to, any claims under federal, state,
or local laws, including claims arising under the Age
Discrimination in Employment Act of 1967 (“ADEA”) as
amended by the Older Workers’ Benefit Protection Act
(“
OWBPA
”), Title VII of the
Civil Rights Act of 1964; the Equal Pay Act of 1963; the Americans
with Disabilities Act of 1990; the Civil Rights Act of 1866, 42
U.S.C. §1981; the Employee Retirement Income Security Act of
1974; the Civil Rights Act of 1991; the Family and Medical Leave
Act of 1993; the California Family Rights Act, the California Fair
Employment and Housing Act, the California Labor Code, and any
other state or federal law, common law tort, contract, or statutory
claims, and any claims for attorneys’ fees and
costs.
I
understand and agree that
, with the exception of excluded
claims, this Release Agreement extinguishes all claims, whether
known or unknown, foreseen or unforeseen. I expressly waive any
rights or benefits under Section 1542 of the California Civil Code,
or any equivalent statute. California Civil Code Section 1542
provides as follows:
“A general release does not extend to claims which the
creditor does not know or suspect to exist in his or her favor at
the time of executing the release, which if known by him or her
must have materially affected his or her settlement with the
debtor.”
I fully
understand that, if any fact with respect to any matter covered by
this Release Agreement is found hereafter to be other than or
different from the facts now believed by me to be true, I expressly
accept and assume that this Release Agreement shall be and remain
effective, notwithstanding such difference in the
facts.
Claims Excluded from Release
Notwithstanding the
foregoing, claims challenging the validity of this Release
Agreement under the ADEA as amended by the OWBPA, and any claims
that cannot be released as a matter of law as set forth under the
Protected Rights section below, are not released (collectively,
“
Excluded
Claims
”).
Enforcement of This Release Agreement
I also
understand and agree that, if any suit, affirmative defense, or
counterclaim is brought to enforce the provisions of this Release
Agreement, with the exception of Excluded Claims, the prevailing
party shall be entitled to its costs, expenses, and
attorneys’ fees as well as any and all other remedies
specifically authorized under the law.
In the
event that I breach any of my obligations under this Release
Agreement, the Company and Insperity will be entitled to recover
all relief provided by law or equity.
Covenant Not to Sue
I agree
not to pursue any action nor seek damages or any other remedies for
any released claims. I agree to execute any and all documents
necessary to request dismissal or withdrawal, or to opt-out, of
such claims with prejudice.
Confidentiality
I
further acknowledge that during my employment, I may have obtained
confidential, proprietary, and trade secret information, including
information relating to the Company’s products, plans,
designs and other valuable confidential information. Except as
provided under the Protected Rights section below, I agree not to
use or disclose any such confidential information unless required
by subpoena or court order and that I will first give the Company
written notice of such subpoena or court order with reasonable
advance notice to permit the Company to oppose such subpoena or
court order if it chooses to do so. I will further agree that,
except as provided under the Protected Rights section below or
unless required to do so by law, I will not disclose voluntarily or
allow anyone else to disclose either the existence, reason for, or
contents of this Release Agreement without PEDEVCO’s prior
written consent.
Notwithstanding
this provision, I am authorized to disclose this Release Agreement
to my spouse, attorneys and tax advisors on a “need to
know” basis, on the condition that they agree to hold the
terms of the Release Agreement, including the severance payment(s),
in strictest confidence. I am further authorized to make
appropriate disclosures in response to a subpoena, provided that I
notify PEDEVCO
in
writing of such legal obligations to disclose at least five (5)
business days in advance of disclosure. No such notice, however, is
required if I make disclosure of confidential information of this
Release Agreement in the process of exercising my right or ability
to file a charge or claim or communicate or cooperate with any
federal, state or local agency, including providing documents or
other information as set forth under the Protected Rights section
below.
If I
do, however, make an unauthorized disclosure, I agree to pay the
Company $1,000 per occurrence and to indemnify and hold harmless
the Company for and against any and all costs, losses or liability,
whatsoever, including reasonable attorney’s fees, caused by
my breach of the non-disclosure provisions.
Miscellaneous
I
understand that neither the Company nor Insperity have made any
promises and have no obligation to re-hire or employ
me.
I will
not make disparaging comments about the Company or its principals,
partners, employees, officers, directors, or its affiliates at any
time.
I
further agree to indemnify the Released Parties and hold the
Released Parties harmless from any and all claims made by any
entity, governmental or otherwise, on account of an alleged failure
by me or the Released Parties to satisfy any taxes associated with
this Agreement including, but not limited to, applicable federal,
state, and local income taxes, unemployment insurance,
workers’ compensation insurance, disability insurance, Social
Security taxes, and other charges or obligations.
I also
agree that for a period of one (1) year after the termination of my
employment with the Company and Insperity, I shall not induce or
attempt to induce any employee, agent, or consultant of the Company
to terminate his or her association with the Company. The Company
and I agree that the provisions of this paragraph contain
restrictions that are not greater than necessary to protect the
interests of the Company. In the event of the breach or threatened
breach by me of this paragraph, the Company, in addition to all
other remedies available to it at law or in equity, will be
entitled to seek injunctive relief and/or specific performance to
enforce this paragraph.
This
Release Agreement constitutes the entire agreement between myself
and the Company and Insperity with respect to any matters referred
to in this Release Agreement. This Release Agreement supersedes any
and all of the other agreements between me and the Company and
Insperity, except for any restrictive covenants, which remain in
full force and effect, including but not limited to, the
Employment, Confidential Information, Invention Assignment and
Arbitration Agreement, and/or the Proprietary Information and
Inventions Agreement. No other consideration, agreements,
representations, oral statements, understandings or course of
conduct which are not expressly set forth in this Release Agreement
should be implied or are binding. I am not relying upon any other
agreement, representation, statement, omission, understanding, or
course of conduct, which is not expressly set forth in this Release
Agreement. I understand and agree that this Release Agreement shall
not be deemed or construed at any time or for any purposes as an
admission of any liability or wrongdoing by either myself or the
Company or Insperity.
Except
to the extent that ERISA or any other federal law applies to the
Release Agreement and preempts state law, the terms and conditions
of this Release Agreement will be interpreted and construed in
accordance with the laws of California, excluding any
conflict-of-law rule or principle that might refer to the laws of
another state. I also agree that if any provision of this Release
Agreement is deemed invalid, the remaining provisions will still be
given full force and effect.
Agreement Knowingly and Voluntarily Executed; Waiting and
Revocation Periods, ADEA Waiver
I
expressly acknowledge that this Agreement contains a waiver of
claims under the ADEA as amended by the OWBPA and I have been
advised and instructed that I have the right to consult with an
attorney of my own choice and that I should review the terms of
this Agreement with counsel of my own selection. I further confirm,
warrant and represent:
●
I have carefully
read the terms of this Agreement, and I am fully aware of the
Agreement’s contents and legal effects;
●
I was given a copy
of this Agreement on September 6, 2018. I have had an opportunity
to consult an attorney of my own choice before signing it and was
given a period of at least 21 days, or until September 27, 2018, to
consider this Agreement.
●
I understand that
once signed, I may revoke this Agreement by notifying Simon G.
Kukes in writing via hand delivery or email (skukes@yahoo.com) no
later than seven (7) days following my execution of this Agreement,
and that this Agreement shall not become effective or enforceable
until such revocation period has expired;
●
PEDEVCO and I agree
that any later agreed-upon changes to this Release Agreement,
whether material or immaterial, do not restart the running of the
21-day period.
●
Further, I
understand that claims challenging the validity of this Release
Agreement under the ADEA as amended by the OWBPA are not
released.
●
I execute this
Agreement voluntarily, knowingly, and willingly. I have read this
Release Agreement and understand all of its terms. Prior to
execution of this Release Agreement, I have apprised myself of
sufficient relevant information in order that I might intelligently
exercise my own judgment.
Protected Rights
I
understand that nothing contained in this Release Agreement limits
my rights to file a charge or complaint with the Equal Employment
Opportunity Commission, Department of Labor, National Labor
Relations Board, California Department of Fair Employment and
Housing, or any other federal, state, or local governmental agency
or commission. I further understand that this Release Agreement
does not limit my ability to communicate with any such agencies or
otherwise participate in any investigation or proceeding that may
be conducted by such agencies, including providing documents or
other information, without notice to the Company. Nonetheless, I
release any right to recover monetary damages from any of the
Released Parties through any charge or claim I file or that an
agency or anyone else files on my behalf.
Pursuant to the
Defend Trade Secrets Act of 2016 (18 U.S.C. §1833(b)), I shall
not be held criminally or civilly liable under any Federal or State
trade secret law for the disclosure of a trade secret that is made
in confidence either directly or indirectly to a Federal, State, or
local government official, or to an attorney, solely for the
purpose of reporting or investigating, a violation of law. I shall
not be held criminally or civilly liable under any Federal or State
trade secret law for the disclosure of a trade secret made in a
complaint, or other document filed in a lawsuit or other
proceeding, if such filing is made under seal. If I file a lawsuit
alleging retaliation by the Employer for reporting a suspected
violation of the law, I may disclose the trade secret to my
attorney and use the trade secret in the court proceeding, so long
as any document containing the trade secret is filed under seal and
does not disclose the trade secret, except pursuant to court order.
This paragraph will govern to the extent it may conflict with any
other provision of this Agreement.
ACCEPTANCE OF RELEASE AGREEMENT
I
ACKNOWLEDGE AND AGREE THAT I HAVE FULLY READ, UNDERSTAND, AND
VOLUNTARILY ENTER INTO THIS AGREEMENT AND AGREE TO ALL THE TERMS OF
THE RELEASE. I ACKNOWLEDGE AND AGREE THAT I HAD AN OPPORTUNITY TO
ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF MY CHOICE BEFORE
SIGNING THIS AGREEMENT. I FURTHER ACKNOWLEDGE THAT MY SIGNATURE
BELOW IS AN AGREEMENT TO RELEASE EMPLOYER FROM ANY AND ALL CLAIMS
THAT CAN BE RELEASED AS A MATTER OF LAW.
NOTICE: Sign below on or after September 6, 2018 (your
“Separation Date”):
|
EMPLOYEE
Signature:
/s/ Frank C.
Ingriselli
Print
Name: Frank C. Ingriselli
Date:
September 6, 2018
|
PACIFIC ENERGY DEVELOPMENT CORP.
By:
/s/ Simon
Kukes
Name: Simon Kukes
Title: CEO, Pacific Energy Development Corp.
Date: September 6, 2018
|
AGREEMENT
THIS
AGREEMENT is made effective as of
September 6, 2018
(the “Effective
Date”), by and
Global Venture
Investments Inc.
(“GVEST” or
“Consultant”), a Washington corporation, and
Pacific Energy Development
Corp.
(“Company”).
RECITALS
A. Consultant
desires to perform services as an advisor to the Company’s
Chief Executive Officer, and the Company desires to have Consultant
perform such services.
B. Consultant’s
advisory services are not currently part of Company’s core
business and, therefore, the Company needs to independently
contract with Consultant; and
C. Company
does not retain the authority to direct the day-to-day performance
of Consultant’s services, but rather is requesting that
Consultant accomplish certain tasks based upon Consultant’s
specific skill set and expertise.
NOW,
THEREFORE, for and in consideration of the mutual promises and
covenants hereinafter set forth, the parties hereto agree as
follows:
1.
SERVICES, CONSIDERATION AND TERM
(a)
Services
. Consultant shall
perform for Company services described in
Exhibit A
attached hereto and
incorporated herein by reference (“Services”) and other
such Services as Company may prescribe.
(b)
Consideration
. Company shall
pay Consultant as set forth in
Exhibit A
attached hereto and
incorporated herein by reference. Consultant shall devote such time
as is reasonably required to perform Consultant’s
responsibilities under this Agreement.
(c)
Term
.
This Agreement shall become effective as of the date first set
forth above and shall remain in full force and effect until
October 1, 2018
, when the
Agreement automatically terminates.
CONFLICTING OBLIGATIONS
Consultant confirms
that Consultant has not executed nor is bound by, or party to, any
non-compete covenant, restriction, or other agreement, contractual
or otherwise, with any prior or current employer, supplier,
customer, or firm with which the Consultant has been associated and
which would prevent the consultant from working with Company in the
capacity as stated herein, or otherwise impede or restrict
Consultant from fulfilling the terms of this Agreement with
Company.
2.
INDEPENDENT CONSULTANT
(a)
Independent
Consultant Status
. It is the express intention of the
parties that Consultant is an independent consultant and not an
employee, agent, representative, joint venture, or partner of the
Company. Nothing in this Agreement shall be interpreted or
construed as creating or establishing the relationship of employer
and employee between Company and Consultant or any employee or
agent of Consultant. The parties acknowledge that Consultant is not
an employee for state or federal tax purposes. Consultant is
obligated to report as income all income received by Consultant
pursuant to this Agreement, and Consultant agrees to and
acknowledges the obligation to pay all self-employment and other
taxes thereon including applicable federal, state, and local income
taxes, unemployment insurance, workers’ compensation
insurance, disability insurance, Social Security taxes, and other
charges. Consultant further agrees to indemnify Company and hold
Company harmless from any and all claims made by any entity on
account of an alleged failure by Consultant or Company to satisfy
such withholding or other obligation.
(b)
Consultation
for Others
. Consultant is free to perform work as a
consultant or employee for any other entity and/or person
provided
that such
engagement does not create a conflict of interest with
Consultant’s obligations to Company. Specifically, none of
Consultant’s services for any other entity and/or person
shall compromise in any way the Company’s “Confidential
Information” as defined in
Paragraph 4(a)
below. Further,
Consultant must at all times comply with
Paragraph 4
below.
(c)
Employment
of Assistants
. Consultant may, at Consultant’s own
expense, employ such assistants as Consultant deems necessary to
perform the services required of Consultant by this Agreement.
Consultant assumes full and sole responsibility for the payment of
all compensation and expenses of these assistants and for all
federal, state, and local income taxes, unemployment insurance,
workers’ compensation insurance, disability insurance, Social
Security taxes, and other applicable withholdings.
(d)
Time,
Places, and Methods of Providing Services
. As long as
Consultant delivers acceptable services to Company in a timely
fashion, Consultant shall generally have the discretion to
determine the location and times of rendering services as well as
the method of accomplishing Consultant’s
Services.
(e)
Records
and Invoices
. Consultant shall keep complete and systematic
written records of all work relating to the performance of Services
by Consultant hereunder and shall submit monthly invoices to
Company.
(f)
Equipment,
Instruments, Documentation and Specifications
. Consultant
shall supply all equipment, instruments, documentation, and
specifications required to perform Services under this Agreement,
except when such equipment, instruments, documentation, and
specifications are unique to Company, in which case Company shall
provide Consultant with such equipment, instruments, documentation,
and specifications as may reasonably be required by Consultant to
perform Consultant’s duties under this Agreement. Such
equipment, instruments, documentation, and specifications shall at
all times remain the property of Company.
3.
CONFIDENTIAL INFORMATION
(a)
Definition
. “Confidential
Information” means any of the Company’s (including its
parents’, affiliates’, or subsidiaries’)
proprietary information, technical data, trade secrets, or
know-how, including but not limited to all actual or potential
customer, employee, supplier, and distributor lists, contacts and
addresses, information about employees and employee relations,
training manuals and procedures, information about recruitment
method and procedures, employment contracts, employee handbooks,
information about marketing, business plans and projections, price
lists, information about costs and expenses, budgets, proposals,
financial information, product plans, products, services, research,
developments, systems, formulas, technology, inventions, data
bases, know how, developments, experiments, improvements,
prototypes, computer programs, software, devices, patterns,
processes, designs, source codes, mask-works, drawings,
engineering, hardware configuration information, manufacturing
methods, distribution techniques, specifications, tapes, and
compilations of information that are owned by Company, parents,
affiliates, or subsidiaries of Company, other parties with which
Company does business (“Third Parties”) or customers of
Company, and that are used in the operation of Company’s,
Third Parties’ and/or a customer’s business.
Confidential Information includes, but is not limited to,
information disclosed to or developed by Consultant in connection
with the Services. Confidential Information shall
not
include information that:
(i) is now or subsequently becomes generally available to the
public through no wrongful act or omission of Consultant; (ii)
Consultant can demonstrate to have had rightfully in its possession
before disclosure to Consultant by Company; (iii) is independently
developed by Consultant without use, directly or indirectly, of any
Confidential Information; or (iv) Consultant rightfully obtains
from a third party who has the right to transfer or disclose
it.
(b)
Non-Use and Non-Disclosure
.
Except to the extent necessary to perform Services, Consultant
shall not reproduce, use, distribute, disclose, or otherwise
disseminate Confidential Information. Consultant shall not take any
action causing, or fail to take any reasonable action necessary to
prevent, any Confidential Information to lose its character as
Confidential Information. Consultant shall not remove Confidential
Information from Company or the location(s) designated by Company
except as expressly permitted by Company in writing.
Consultant agrees
that access to Confidential Information will be limited to those
employees or other authorized representatives of Consultant who:
(1) need to know such Confidential Information in connection with
their provision of Services;
and
(2) have signed agreements
with Consultant obligating them to maintain the confidentiality of
information disclosed to them and designated or defined as
confidential. Consultant further agrees to inform such employees or
authorized representatives of the confidential nature of
Confidential Information and agrees to take all necessary steps to
ensure that such employees do not violate the terms of this
Agreement.
Additionally,
Consultant agrees not to use any Developments, as defined in
Paragraph 6(b)
, in
connection with any project that Consultant undertakes for
Consultant or for any party other than Company without the
Company’s prior express written approval.
(c)
Former
Employer’s Confidential Information
. Consultant shall
not, during the term of this Agreement, improperly use or disclose
any proprietary information or trade secrets of any former or
current employer or other person or entity with which Consultant
has an agreement or duty to keep in confidence information acquired
by Consultant in confidence, if any, and Consultant will not bring
onto the Company’s premises any unpublished document or
proprietary information belonging to such employer, person, or
entity, unless consented to in writing by such employer, person, or
entity. Consultant will indemnify Company and hold Company harmless
from and against all claims, liabilities, damages, and expenses,
including reasonable attorneys’ fees and costs of suit,
arising out of or in connection with any violation or claimed
violation of a third party’s rights resulting in whole or in
part from Company’s use of the work product of Consultant
under this Agreement.
(d)
No
Export
. Consultant acknowledges that Confidential
Information or other information disclosed in connection with the
Services might be considered technical data that is subject to
compliance with the export control laws and regulations of the
United States, and hereby agrees to comply with such
laws.
(e)
Return
of Company Property and Information
. Upon termination of
this Agreement or upon request by Company, Consultant shall
promptly deliver to Company any and all Company property and
Confidential Information in Consultant’s, or
Consultant’s agent’s possession, custody or control.
Consultant agrees to sign and deliver the Termination Certification
attached hereto as
Exhibit
B
.
4.
INTELLECTUAL PROPERTY RIGHTS
(a)
Assignment
.
Consultant has attached hereto, as
Exhibit C
, a list describing
all inventions, original works of authorship, developments,
improvements, and trade secrets that were made by Consultant prior
to the date hereof, that belong to Consultant and that relate to
Company’s proposed business and products, and that are not
assigned to Company; or, if such list is not attached or is left
blank, Consultant represents that there are no such
inventions.
All
Confidential Information shall remain the property of Company and
no license or other right to such information is granted or implied
hereby. The Services and all Confidential Information developed in
connection therewith shall be the sole and exclusive property of
Company. In the event such Services or Confidential Information
developed in connection therewith is deemed not to be the property
of Company, Consultant hereby assigns all rights thereto to Company
and hereby agrees to sign all instruments reasonably necessary in
the opinion of Company to eliminate any ambiguity as to ownership
by Company.
(b)
Further
Assurances
. Consultant agrees that all ideas, techniques,
inventions, systems, formulae, business and/or marketing plans,
projections or analyses, discoveries, technical information,
programs, prototypes, and similar developments, improvements, or
creations developed, conceived, created, discovered, made, written,
or obtained by Consultant in the course of or as the result, direct
or indirect, of the performance of Consultant’s duties
hereunder (hereinafter called “Developments”), and all
related intellectual property rights, including but not limited to
writings and other works of authorship, United States, and/or
foreign letters, patents, maskworks, copyright or trademark
registrations, and/or other forms of protection thereof, shall be
and remain the property of Company, its parents, affiliates, or
subsidiaries. Consultant further agrees to assign (or cause to be
assigned) and does hereby assign fully to Company all such
Developments and any copyrights, patents, maskwork rights, or other
intellectual property rights relating thereto. Consultant, insofar
as Consultant has the right to do so, agrees that Consultant will
execute or cause to be executed such United States and/or foreign
letters, patents, maskworks, copyright or trademark registrations,
and other documents and agreements and take such other action as
may be desirable in the opinion of Company to enable intellectual
property, copyright, and/or other forms of protection for
Developments to be obtained, maintained, renewed, preserved, and
protected throughout the world by or on behalf of
Company.
(c)
Pre-Existing
Materials
. Consultant agrees that, if in the course of
performing the Services, Consultant incorporates into any invention
developed hereunder any invention, improvement, development,
concept, discovery, or other proprietary information owned by
Consultant or in which Consultant has an interest, (i) Consultant
shall inform Company, in writing, before incorporating such
invention, improvement, development, concept, discovery, or other
proprietary information into any invention; and (ii) Company is
hereby granted and shall have a nonexclusive, royalty-free,
perpetual, irrevocable, worldwide license to make, have made,
modify, use, and sell such item as part of or in connection with
such invention. Consultant shall not incorporate any invention,
improvement, development, concept, discovery, or other proprietary
information owned by any third party into any invention without
Company’s prior written permission.
6.
NONSOLICITATION
Consultant agrees
that during the term of this Agreement and for a period of one (1)
year after the termination of this Agreement, in any State in the
United States in which Company does business, or equivalent
geographical subdivision in any foreign jurisdiction in which
Company does business, Consultant will not solicit or induce
employees of Company to terminate their employment with
Company.
Consultant will not
at any time solicit customers of the Company based upon or using
any of the Company’s trade secrets within the meaning of
Texas or federal law.
7.
TERMINATION
(a)
Termination
For Cause
.
(i) The
Company shall have the right to terminate this Agreement at any
time for Cause.
(ii)
The term “Cause” shall mean the Consultant or any of
its employees (1) conviction of, or plea of nolo contendere to, a
felony or any other crime involving moral turpitude; (2) fraud on
or misappropriation of any funds or property of the Company or any
of its affiliates, customers or vendors; (3) act of material
dishonesty, willful misconduct, willful violation of any law, rule
or regulation, or breach of fiduciary duty involving personal
profit, which has, or could reasonably be deemed to result in, a
Material Adverse Effect upon the Company (a defined below); (4)
illegal use or distribution of drugs; (5) material violation of any
policy or code of conduct of the Company; or (6) material breach of
any provision of this Agreement. However, an event that is or would
constitute “Cause” shall cease to be
“Cause” if Consultant reverse the action or cures the
default that constitutes “Cause” within 10 days after
the Company notifies Consultant in writing that Cause
exists.
No act
or failure to act on Consultant' s part will be considered
“willful” unless it is done, or omitted to be done, by
Consultant in bad faith or without reasonable belief that such
action or omission was in the best interests of the
Company.
Any
notice or other communication to be given by Consultant to the
Company hereunder shall be in writing and mailed by certified or
registered mail with return receipt requested, and shall be
addressed to Company as follows:
Pacific
Energy Development Corp.
Attn:
General Counsel
4125
Blackhawk Plaza Circle
Danville,
California 94506
(b)
Automatic
Termination
. This Agreement shall terminate automatically on
October 1, 2018, on the occurrence of bankruptcy or insolvency of
either party, by death of Consultant, or by assignment of this
Agreement except as provided under
Paragraph 8(e)
.
(c)
Continuation
of Obligations
. Consultant Agrees that all obligations under
Paragraphs 4 and 6
of this Agreement shall continue in effect after termination of the
Agreement, and that Consultant will notify any future client,
potential client, or employer of Consultant’s obligations
under this Agreement and that Company will be entitled to notify
any such person or entity of Consultant’s
obligations.
8.
MISCELLANEOUS
(a)
Injunctive
Relief
. Consultant acknowledges that any unauthorized
disclosure or use of Confidential Information would constitute a
material breach of this Agreement and may cause great or
irreparable injury to Company for which pecuniary compensation
would not afford adequate relief, or that it would be extremely
difficult to ascertain the amount of the compensation that would
afford adequate relief. Therefore, in the event of such breach,
Consultant agrees that Company will have the right to seek and
obtain injunctive relief in addition to any other rights and
remedies it may have.
(b)
Governing
Law and Venue
. This Agreement shall be deemed to be a
contract made under, and shall be governed and construed in
accordance with, the laws of the State of Texas. The parties agree
that any dispute, controversy, or claim arising out of or related
to this Agreement, including its validity, scope, or
enforceability, or any alleged breach of any of its provisions, or
any alleged violation of statute, regulation, common law, or public
policy, shall be submitted to and decided by final and binding
arbitration before the American Arbitration Association (AAA) to be
held in Houston, Texas, before a single arbitrator, in accordance
with AAA’s Commercial Arbitration Rules. Company will pay the
arbitrator’s fees and arbitration expenses and any other
costs unique to the arbitration hearing, unless Consultant
initiates the arbitration. If Consultant initiates the arbitration,
Consultant will contribute an amount equal to the filing fee.
Discovery in any arbitration proceeding shall be conducted
according to AAA’s Commercial Arbitration Rules.
This
agreement to arbitrate is freely negotiated between Consultant and
Company is mutually entered into between the parties. By entering
into this Agreement, the parties are waiving all rights to have
their disputes heard or decided by a jury or in a court
trial.
(c)
Entire
Agreement
. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter
herein. Any and all written or oral agreements heretofore existing
between the parties with respect to the subject matter hereof are
expressly canceled. No modification, amendment, or waiver of any of
the provisions of this Agreement shall be effective unless made in
writing specifically referring to this Agreement and duly signed by
an authorized officer or agent for each party hereto.
(d)
Severability
.
The invalidity or unenforceability of any particular provision of
this Agreement shall not affect the other provisions hereof, all of
which shall remain enforceable in accordance with their terms.
Should any of the obligations created hereunder be found illegal
and unenforceable for being too broad with respect to the duration,
scope, or subject matter thereof, such obligation shall be deemed
and construed to be reduced to the maximum duration, scope, or
subject matter permitted by law.
(e)
Assignability
.
Neither party shall assign, transfer, or sell its rights under this
Agreement or delegate its duties hereunder without the prior
express written consent of the other party, and any attempted
assignment or delegation shall be void and without effect;
provided, however, that Company may assign this Agreement to any
person or entity acquiring its business and assets.
(f)
Attorneys’
Fees and Court Costs
. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorneys’
fees, costs and necessary disbursements in addition to any other
relief to which it may otherwise be entitled.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first written
above.
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GLOBAL VENTURES INVESTMENTS INC.
/s/ Frank C . Ingriselli
Frank
C. Ingriselli, President & CEO
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Accepted
and Agreed to:
PACIFIC ENERGY DEVELOPMENT CORP.
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By:
/s/ Simon G.
Kukes
Simon G. Kukes,
CEO
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EXHIBIT A
1.
Contact
.
Consultant’s principal Company contact is:
Name:
Simon Kukes
Title:
CEO
2.
Services.
Consultant’s services include, but are not limited
to:
●
Providing services
to Company’s CEO, including, but not limited to, services in
areas of investor relations, public relations, financing
strategies, corporate strategies, and development of business
opportunities.
●
Providing services
to Company’s Board, which will include, but are not limited
to, aiding Board identify and evaluate key and appropriate issues
for discussion; providing briefing on discussion issues and
challenges with accurate, clear, complete, and reliable information
for Board’s fulfillment of duties; providing assistance in
fostering an environment of open communication and constructive
debates between non-executive Directors and Company management;
engaging all Board members to develop and determine Company
strategies and policies with the Company’s best interests in
mind; assistance establishing good corporate governance practices
and procedures, while promoting the highest standards of integrity,
probity, and corporate governance at all levels.
3.
Consideration Due
For Services.
The Company shall pay to Consultant via
acceleration of vesting of its 140,000 restricted shares
transferred from Frank Ingriselli as detailed in the Severance and
Release Agreement dated September 6, 2018, for all services
requested by the Company and provided by Consultant to the Company
hereunder.
4.
Expenses.
Company shall reimburse Consultant for all reasonable out-of-pocket
travel expenses incurred by Consultant when such travel is
specifically requested by the Company. Consultant shall receive
written consent from an authorized agent of Company regarding costs
prior to incurring such expenses. Consultant is permitted to travel
in business class, or first class if business class is not
available, on all flights taken with a scheduled aggregate duration
of over five hours.
EXHIBIT B
PACIFIC ENERGY DEVELOPMENT CORP.
CERTIFICATION OF RETURN OF COMPANY PROPERTY AND
INFORMATION
This is
to certify that I do not have in my possession, nor have I failed
to return, any devices, records, software, data, notes, reports,
proposals, lists, and sources of customers, lists of employees,
proposals to customers, drafts of proposals, business plans and
projections, reports, job notes, correspondence, specifications,
drawings, blueprints, sketches, materials, equipment, other
documents or property, or reproductions of any aforementioned items
belonging to
PACIFIC ENERGY
DEVELOPMENT CORP.
, its subsidiaries, affiliates, successors,
or assigns (together, the “Company”), or its customers
or clients.
I
further certify that I have complied with all terms of the
Company’s confidential and proprietary information provisions
in the Consulting Agreement signed by me, including the reporting
of any inventions and original works of authorship conceived or
made by me (solely or jointly with others) covered by that
Agreement.
I
further agree that, in compliance with the Consulting Agreement, I
will preserve as confidential all trade secrets, confidential
knowledge, data or other proprietary information relating to
products, processes, know-how, designs, formulas, developmental or
experimental work, computer programs, data bases, other original
works of authorship, customer lists, business plans, financial
information or other subject matter pertaining to any business of
the Company or any of its customers, consultants or
licensees.
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Date:
____________________________
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GLOBAL VENTURES INVESTMENTS LLC
______________________________
FRANK INGRISELLI
OWNER
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EXHIBIT C
LIST OF PRIOR INVENTIONS
AND
ORIGINAL WORKS OF AUTHORSHIP
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TITLE
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DATE
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IDENTIFYING NUMBER OR BRIEF DESCRIPTION
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