ex10-13.htm


    
      
         


      

      
         


        
          

        

      

      
         


      
EXHIBIT 
10.13


    CONFIDENTIAL
SEVERANCE AGREEMENT AND GENERAL RELEASE

     

    Commerce
Energy Group, Inc. (“Company”) and Thomas L. Ulry (“Employee”) hereby agree to
end their employment relationship on the following basis:

     

    1. Employee’s
employment with the Company will end or ended on June 13, 2008 (“Release
Date”).  On the Release Date, Employee will be or was paid his/her
regular base salary through that date, and  for any earned but unused
vacation days.  Employee will cooperate fully with an amicable and
professional transition of accounts and/or responsibilities.  In
addition, Employee represents that he/she has returned to the Company all files,
records, credit cards, keys, equipment, and any other Company property or
documents maintained by him/her for the Company’s use or benefit.

     

    2. Employee
represents that he/she is signing this Agreement voluntarily and with a full
understanding of and agreement with its terms, for the purpose of receiving
severance pay from the Company that is not required by Company
policy.

     

    3. In
reliance on Employee’s promises and releases in this Agreement, the Company will
make a severance payment to Employee in the sum of $84,330.13, less deductions
required by law (“Severance Pay”).  The Severance Pay will be paid in
three payments as follows: (a) $42,165.07 mailed to Employee on the first
business day after the Effective Date (defined below) of this Agreement; (b)
$21,082.53 mailed to Employee on August 29, 2008; and (c) $21,082.53 mailed to
Employee on October 31, 2008.

     

    Employee
agrees that he/she is not entitled to receive, and will not claim, any right,
benefit, or compensation other than what is expressly set forth in this
Agreement, and hereby expressly waives any claim to any compensation, benefit,
or payment which is not expressly referenced in this Agreement.

     

    4. In
exchange for the Severance Pay provided in Paragraph 3, Employee
promises

     

    
      	
              a.  

            	
              to
      keep this Agreement and its contents in complete confidence and not to
      disclose the fact or terms of this Agreement or the fact or amount of the
      special payment(s) to any person, including any past, present, or
      prospective employee of the
Company.

            


    

     

    
      	
              b.  

            	
              not
      to disparage the Company or its products, services, or
      management.

            


    

     

    
      	
              c.  

            	
              not
      to use or disclose any confidential information, trade secrets, or
      financial, personnel, or client information which he/she learned while
      employed by the Company.

            


    

     

    
      	
              d.  

            	
              for
      a period of twelve (12) months after this Agreement is signed, not to
      solicit or participate in or assist in any way in the solicitation of any
      Company employee to begin an employment or consulting relationship with
      any other employer.

            


    

     

    
      	
              e.  

            	
              for
      a period of twelve (12) months after this Agreement is signed, not to
      solicit or participate in or assist in any way in the solicitation of the
      customers of the Company to cease or decrease doing business with the
      Company or for the customers to begin doing business with any competitor
      of the Company.  This promise does not prevent Employee from
      going to work for a competitor of the Company as long as he/she does not
      violate any of his/her promises with respect to Company information,
      property and/or trade secrets.

            


    

     

    5. Employee
does hereby, for himself/herself and his/her heirs, successors and assigns,
release, acquit and forever discharge the Company, and its officers, directors,
managers, employees, representatives, related entities, successors, and assigns
(the Released Parties), of and from any and all waivable claims, actions,
charges, complaints, causes of action, rights, demands, debts, damages, or
accountings of whatever nature, known or unknown, which he/she or his/her heirs
may have against such persons or entities based on any actions or events which
occurred prior to his/her Release Date, including but not limited to those
related to, or arising from, Employee’s employment with the Company or the
ending thereof.  This release includes any and all waivable claims for
violation of any law prohibiting discrimination, for violation of any law
governing payment of wages, including commissions, torts, and for breach of any
express or implied contract or covenant.  This release does not apply
to Employee’s right to receive the Severance Pay or to retirement benefits that
have vested and accrued prior to the Release Date, or prohibit employee from
participating in the investigation of an administrative charge or complaint by a
federal or state agency.

     

    In
exchange for material portions of the Severance Pay provided in Paragraph 3 and
in accordance with the Older Workers Benefit Protection Act, Employee hereby
knowingly and voluntarily waives and releases all rights and claims, known and
unknown, arising under the Age Discrimination In Employment Act of 1967, as
amended, which he/she might otherwise have had against any of the Released
Parties based on any act or omission which occurred on or before the date this
Agreement is signed by Employee.

     

    6. It is
further understood and agreed that as a condition of this Agreement, Employee is
waiving any rights he/she might have under any law designed to protect the
waiver of unknown claims, such as Section 1542 of the Civil Code of the State of
California, which provides as follows:

     

    “A
General Release does not extend to claims which a 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.”

     

    7. This
Agreement contains all of the terms, promises, representations, and
understandings made between the parties and supersedes any previous
representations, understandings, or agreements, except for any agreement by
Employee regarding confidentiality and/or protection of Company information,
property, or trade secrets, which agreement(s) shall continue in full force and
effect.  This Agreement may not be changed or modified in any way,
except in a writing signed by the Chief Executive Officer of the Company and
Employee.

     

    8. Employee
understands that he/she is waiving legal rights by signing this Agreement, and
has consulted with an attorney and/or other persons to the full extent he/she
wanted to do so before signing this Agreement.

     

    9. Employee
is hereby advised that he/she (a) may consult with an attorney prior to
signing this Agreement, and (b) has 21 days in which to consider and accept
this Agreement by signing this Agreement, which should then be promptly returned
to Betsy Webb at the Company.  In addition, Employee is advised that
he/she has a period of 7 days following his/her signing of this Agreement
in which he/she may revoke the Agreement.  If Employee timely revokes
this Agreement, he/she will not receive the Severance Pay under Paragraph
3.  If Employee does not advise the Company (by a writing received by
Betsy Webb at the Company within such 7-day period) of his/her intent to revoke
the Agreement, the Agreement will become effective and enforceable upon the
expiration of the 7 days (“Effective Date”).

     

    10. This
Agreement will be interpreted, enforced and governed by and under the laws of
the State of California.  Any dispute regarding the validity or terms
of this Agreement or any aspects of Employee’s employment with the Company,
including termination, or any other dispute between these parties shall be
resolved by an arbitrator selected in accordance with the employment arbitration
rules of the Judicial Arbitration and Mediation Services (“JAMS”), or such other
arbitration service to which Employee and Company may agree, as the exclusive
remedy for any such dispute, and in lieu of any court action, which is hereby
waived.  The only exception to this promise to arbitrate is a claim by
either party for injunctive relief pending arbitration.  The
arbitration will be held in the city in which Employee last worked, unless the
parties agree otherwise.

     

    This
Confidential Severance Agreement and General Release is signed this ___ day of
_______________, 2008.

     

    “Employee”

    


    


    
___________________________

    Thomas L.
Ulry

    


    


    “Company”

    


    Commerce
Energy Group, Inc.

    


    By: _________________________                                                             

    


    Name:  ______________________                                                            

    


    Title:  _______________________