Unassociated Document


    SEPARATION
AGREEMENT AND GENERAL RELEASE OF CLAIMS

     

    This
Separation Agreement (the “Agreement”) is
entered into as of the date of the last signature on the signature page hereof,
by and between Ian R. McNeil (“Executive”) and Searchlight Minerals
Corp. (“Company”).  Company
and Executive are each a “Party” and are collectively “Parties” to this
Agreement.  The Parties agree as a matter of fact that:

     

    A.           Effective
October 1, 2010 (the “Resignation Date”),
Executive has resigned his positions as Chief Executive Officer, President and
Chairman of the Board of Directors of the Company, as well as all other
positions that Executive may hold as an officer or director of Company or any of
its subsidiaries or Affiliates (as defined below);

     

    B.           Effective
as of the Resignation Date, Executive has also resigned as a member of the Board
of Directors of the Company;

     

    C.           The
Parties have entered into this Agreement as a way of severing the at-will
employment relationship between them and amicably settling any and all
outstanding items or potential disputes which arise out of or are related to
Executive’s directorship and employment with the Company; and

     

    D.           Executive
has been advised and encouraged by receipt of this writing to consult an
attorney prior to executing this Agreement.

     

    NOW,
THEREFORE, IT IS AGREED, in consideration of the mutual undertakings of the
Parties hereto, as follows:

     

    1.            Factual Recitals. The
foregoing agreed facts or factual recitals are expressly incorporated herein and
made a part of this Agreement. 

     

    2.            Amount of Severance
Payment.  

     

    (a)          In
consideration of Executive’s release and certain performance obligations set
forth in this Agreement, the Company will pay Executive a separation payment
equal $15,833 per month, less applicable taxes, in semi-monthly payments from
October 1, 2010 through December 31, 2010 (the “Severance
Period”).  The expiration date of each of the options
referenced below shall not be accelerated by virtue of the Executive’s
resignation, and as such, the expiration dates shall remain as
follows:

     

    
      
        
          
            
              
                	
                        Number of Securities Underlying

                        Options Exercisable

                      	 	
                        Exercise

                        Price

                      	 	
                        Date Vested

                      	 	
                        Expiration

                        Date

                      
	
                        60,000

                      	 	$	1.70	 	
                        4/7/06

                      	 	
                        4/7/11

                      
	
                        250,000

                      	 	$	2.40	 	
                        6/6/06

                      	 	
                        6/6/11

                      
	
                        24,800

                      	 	$	4.04	 	
                        2/16/07

                      	 	
                        2/16/12

                      


              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (b)          The
separation payment and option extensions set forth in Section 2(a) above
constitute separation compensation following Executive’s resignation from the
Company (the “Separation
Compensation”).   In addition, if Executive is enrolled in
the Company's group medical and/or dental insurance as of the Resignation Date,
and Executive elects to continue that coverage for an additional period,
provided that such continuation is permitted under the Company’s group medical
and/or dental insurance plan, the Company will pay the amount equal to the
employer portion of Executive’s medical and dental premiums towards the elected
coverage during the period in which Executive is permitted to participate in
such plan.  Executive acknowledges that he will not be eligible for
COBRA coverage after the Resignation Date, and will not be eligible to
participate in the Company’s medical and/or dental insurance plan after October
31, 2010.  However, during the balance of the Severance Period,
Company will reimburse Executive for the amount of Executive’s premiums for
individual and family medical and/or dental insurance comparable to the coverage
provided under the Company’s existing plan.  Upon the expiration of
the Severance Period, Company shall have no obligation to Executive to provide
or reimburse for medical and/or dental insurance.  Executive shall not
be eligible to contribute to the Company 401(k) plan after the Resignation
Date.  Beyond the Separation Compensation set forth above, neither
Company nor any of its Affiliates will have any further obligations, liabilities
or other payments owed to Executive.  Executive acknowledges that
Executive has been paid all wages and other compensation due as of the
Resignation Date, and the Separation Compensation is the entire amount to which
Executive shall be entitled and is in lieu of any bonuses, stock rights, option
rights, commissions, expenses incurred and any other similar benefits which may
become due or payable to the Executive at any time.  Should any third
party, including any state or federal agency, bring any action or claim against
Company or any of the Released Parties on Executive’s behalf, Executive
acknowledges and agrees that this Agreement provides full relief and Executive
will not accept any other relief.

     

    (c)          Executive
agrees that the consideration Executive is receiving in exchange for executing
this Agreement is greater than that which Executive would be entitled to in the
absence of this Agreement.

     

    3.           Last Day
Worked.  Executive understands and agrees that the last day of
directorship and employment with Company shall be on the Resignation Date, which
date shall be considered the Resignation Date and the “qualifying event” as that
term is defined in the COBRA.  Executive will leave Company offices by
the end of the business day on the Resignation Date.  Executive hereby
resigns all officer and director positions held with Company and /or its
Affiliates as of the Resignation Date.  This Agreement shall not be
signed prior to the Resignation Date. 

     

    4.            General
Release.  Executive agrees to the following General
Release:  FOR VALUE RECEIVED, the adequacy and sufficiency of which is
hereby acknowledged, Executive, on behalf of Executive, and Executive’s heirs,
executor, representatives, attorneys, administrators, successors and assigns
hereby fully and forever releases and discharges Company, and its predecessors,
successors, assigns, its past, present and future parent companies,
shareholders, sister companies, subsidiaries, divisions, officers, directors,
partners, employees, agents and attorneys, past and present (“Affiliates”), from
any and all claims, demands, liens, agreements, contracts, covenants, actions,
suits, causes of action, obligations, controversies, debts, costs, expenses,
damages, judgments, orders and liabilities of whatever kind or nature, in law or
equity, in tort or in contract, by statute, pursuant to case law or otherwise
(collectively, “Claims”), whether now
known or unknown (regardless of whether the lack of knowledge is the result of
ignorance, oversight, error, negligence or any other cause), vested or
contingent, suspected or unsuspected, and which have existed, may have existed,
which do exist or may exist in the future arising out of or relating to facts,
events, occurrences, or omissions up to and including the date this Agreement is
executed by Executive; save and except for claims for breaches, interpretation
or enforceability of this Agreement.  Company and Affiliates are
collectively referred to herein as the “Released
Parties.”


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    This
Release shall include, without in any way limiting, the generality of the
foregoing language, (a) claims arising out of Executive’s directorship or
employment with Company and Executive’s separation from Company; (b) claims
arising under Company’s policies, plans, or practices, including promotion,
compensation, bonuses, stock options, separation pay or benefits; (c) claims for
breach of express or implied contract or covenant of good faith and fair
dealing; (d) all claims for violation of public policy; (e) claims for
constructive discharge; (f) claims for wrongful discharge; (g) claims for
retaliation; (h) claims for violation of state or federal common law or
statutory law, including all claims arising under the United States
Constitution, the Constitution of the state of Nevada or any other state, all
claims arising under Title VII of the Civil Rights Act of 1964, the Fair Labor
Standards Act, the Equal Pay Act, the Employee Retirement Income Security Act,
the National Labor Relations Act, the Family and Medical Leave Act, the
Americans with Disabilities Act, the Equal Pay Act, the Worker Adjustment and
Retraining Notification Act; and claims arising under the Sarbanes-Oxley Act,
all as they may have been amended from time to time, and all other federal,
state, or local laws relating to employment or separation from employment or
benefits associated with employment or separation from employment; (i) claims
for harassment; (j) claims for emotional distress, mental anguish, humiliation,
personal injury; and (k) claims that may be asserted on Executive’s behalf by
others, as well as any and all claims that were asserted or that could have been
asserted by Executive.  Excluded from this release are claims that
cannot be waived or released by law.  Also excluded from this release
is any claim by Executive for indemnification as provided by Nevada Revised
Statutes § 78.7502.

     

    5.            Representation of No Action
Filed and Agreement Not to Sue. As a condition of receiving the
Separation Compensation, Executive agrees not to sue Company or any of the
Released parties in civil court regarding any claim that has been released in
this Agreement.  Executive also represents and warrants that Executive
has not initiated any civil lawsuit against any of the released parties (and
that he has not transferred or assigned that right to any other person or
entity).

     

    6.            No
Admission.  Executive understands and agrees that this
Agreement is not intended to be and shall not be deemed, construed or treated in
any respect as an admission of liability by any person or entity for any
purpose.

     

    7.            Binding in
Fact.  This Agreement shall be binding upon and inure to the
benefit of each of the Parties hereto and the heirs, executors, administrators,
successors and assigns of each of the Parties.

     

    8.            Other
Agreements.  With the exception of the Nondisclosure Agreement
executed by Executive, this Agreement contains the entire agreement between the
Parties with respect to the subject matter hereof and the Parties acknowledge
that there are no warranties, promises or representations of any kind, express
or implied, upon which the Parties have relied in entering into this
Agreement.  Executive acknowledges and agrees that the
post-termination obligations set forth in Executive’s Nondisclosure Agreement
and his Executive Employment Agreement shall survive termination of Executive’s
employment relationship with Company for the period stated therein and shall
remain in full force and effect.  No part of this Agreement may be
changed except in writing executed by the Parties.

     

    9.            No Directorship or
Employment.  Executive acknowledges and agrees that Executive
is releasing any right Executive may have to reinstatement of directorship or
employment and Executive agrees not to seek, and waives any right or claim to,
directorship or employment now or in the future by Company or any of the
Released Parties.

     

    10.          Governing
Law.  This Agreement shall be interpreted in accordance with
the laws of the state of Nevada.  Whenever possible, each provision of
this Agreement shall be interpreted in such a manner as to be effective and
valid under applicable law, but if any provision of this Agreement shall be held
to be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating or affecting in any manner whatsoever the remainder of such
provision or the remaining provisions of this Agreement.  The Parties
each agree that venue for all disputes shall be in Nevada and agree that they
are subject to personal jurisdiction in Nevada.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    11.          Cooperation.  Executive
represents and agrees that, if reasonably necessary and requested by the
Company, Executive shall cooperate with Company in any litigation, arbitration,
mediation, or other similar proceeding arising out of events occurring during
the period of Executive’s directorship and employment with the
Company.  Executive understands and agrees that such cooperation may
include meeting with Company's attorneys and discussing Executive’s
recollections about the facts at issue in any such proceeding and testifying
truthfully under oath.  Executive further understands and agrees that
Executive shall not be entitled to receive additional compensation for such
cooperation, but that Company shall reimburse Executive for reasonable expenses
incurred by Executive for such cooperation.

     

    12.          Headings.  Headings
in this Agreement are inserted for reference and convenience only and are not a
part of this Agreement.

     

    13.          Severability.  If
any portion of this Agreement is void or deemed unenforceable for any reason,
the unenforceable portion shall be deemed severed from the remaining portions of
this Agreement, which shall otherwise remain in full force.

     

    14.          Attorneys’
Fees.   In any action at law or in equity, or in any
arbitration, to enforce or construe any provisions or rights under this
Agreement, the unsuccessful Party will pay the successful Party all costs,
expenses, and reasonable attorneys’ fees.

     

    15.          Counterparts.  This
Agreement may be executed in any number of counterparts.  Faxed copies
shall be effective and binding.

     

    16.          Representation by Counsel
and Interpretation.  Company and Executive each acknowledge the
opportunity to be represented by counsel in connection with this Agreement and
the matters contemplated by this Agreement.  Accordingly, any rule of
law or decision that would require interpretation of any claimed ambiguities in
this Agreement against the Party that drafted it has no application and is
expressly waived.  The provisions of this Agreement shall be
interpreted in a reasonable manner to affect the intent of the
Parties.  The term “including” and its variations are always used in
the non-restrictive sense as if followed by a phrase such as “but not limited
to”.

     

    [Signature
Page Follows]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, the Parties have executed this Agreement effective as of the
date of the last signature affixed below.

     

    PLEASE
READ CAREFULLY BEFORE.  THIS AGREEMENT CONTAINS A GENERAL RELEASE OF
ALL KNOWN AND UNKNOWN CLAIMS.

     

    EXECUTIVE
ACKNOWLEDGES AND AGREES THAT HE HAS BEEN ADVISED THAT THIS AGREEMENT IS A
BINDING AND LEGAL DOCUMENT, HAS BEEN ADVISED TO AND HAS THE OPPORTUNITY TO
CONSULT SEEK LEGAL COUNSEL REGARDING ALL ITS ASPECTS, AND THAT IN EXECUTING THIS
AGREEMENT EXECUTIVE HAS ACTED VOLUNTARILY AND HAS NOT RELIED UPON ANY
REPRESENTATION MADE BY THE COMPANY OR ANY OF ITS EXECUTIVES OR REPRESENTATIVES
REGARDING THIS AGREEMENT’S  SUBJECT MATTER AND/OR
EFFECT.  EXECUTIVE HAS READ AND FULLY UNDERSTANDS THIS AGREEMENT AND
VOLUNTARILY AGREES TO ITS TERMS.

     

    
      
        
          	
                  Dated: 

                	
                  October 1, 2010

                	 
      	
                  /s/ Ian
      R. McNeil

                
	 
      	 
      	
                  (Signature)

                
	 
      	 
      	
                  Ian
      R. McNeil

                
	 
      	 
      	 
      
	 
      	 
      	
                  SEARCHLIGHT
      MINERALS CORP.

                
	 
      	 
      	 
      
	
                  Dated:

                	
                        
                    October 1,
      2010

                  

                	 
      	
                  By

                	
                        
                    /s/
      Carl S. Ager

                  

                
	 
      	 
      	 
      
	 
      	 
      	
                  Title: 

                	
                  Carl
      S. Ager, Vice
President