Separation Agreement - Alan W. Halsey



 Exhibit 10.45 
 SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS 
 This Separation
Agreement and General Release of Claims (this “Agreement”) is made by and between Alan W. Halsey (“Employee”) and CAMAC Energy Inc. (the “Company”) as of this 14th day of
February, 2012 (the “Effective Date”). 
 WITNESSETH 

1. Whereas, Employee wishes to resign his employment with the Company, effective as of the Resignation Date; and 

2. Whereas, Employee and the Company entered into an employment agreement executed by Employee on June 1, 2011 and effective as of
June 6, 2011 (the “Employment Agreement”); and 
 3. Whereas, Employee and the Company desire to
further memorialize Employee’s obligations with respect to any trade secrets and/or proprietary and confidential information acquired by Employee during his employment; and 

4. Whereas, Employee desires to release any and all claims or causes of action Employee has or may have against the Company Parties (as
defined below), including without limitation those that may have arisen during, or as a result of, Employee’s employment or the end of Employee’s employment. 
 5. Now, therefore, for and in consideration of the mutual covenants and promises hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Employee and the Company hereby agree: 
 Section 1. Resignation from Employment. Employee acknowledges
that he has decided to voluntarily resign his employment from the Company effective as of February 29, 2012 (the “Resignation Date”). Accordingly, the parties agree that Employee’s last day of employment with the
Company will be the Resignation Date. 
 Section 2. Severance and Other Benefits. The Company, in exchange for the promises of Employee
contained below, agrees as follows: 
 A. The Company agrees to pay Employee the total amount of $72,500.00 less any legally
required deductions and withholdings (the “Severance Amount”). The Severance Amount will be paid in three separate installments. A first payment of $24,166.67, minus any applicable deductions and withholdings, will be made on
March 30, 2012, provided the Employee has executed (and not revoked in the time provided to do so) the Supplementary Release (as defined below). Provided that Employee has executed (and not revoked in the time provided to do so) the
Supplementary Release, a subsequent payment of $24,166.67, minus applicable deductions and withholdings, will made on or before each of April 30 and May 31, 2012. 

  
  

			
		  	 
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 B. The Company agrees to pay Employee a bonus for 2011 in the amount of $84,583.00, minus
payroll deductions and withholdings, provided Employee has executed (and not revoked in the time period provided to do so) the Supplementary Release, which such amount shall be paid within two (2) business days following the expiration of the
seven (7) day revocation period following the signing of the Supplementary Release. 
 C. The Company shall pay, in
accordance with its normal payroll procedures, the base salary payable to Employee under the Employment Agreement accruing prior to the Resignation Date and shall reimburse Employee for all ordinary business expenses in accordance with the
Company’s business expense reimbursement policy. Employee shall submit evidence of reimbursable business expenses incurred prior to the Resignation Date within ten business days after the Resignation Date and the Company shall reimburse such
business expenses within five business days after receipt of such evidence. In addition, in his final paycheck for service through the Resignation Date, Employee shall receive payment for the value of his actual accrued but unused vacation days,
which such estimated amount at the date hereof represents: (i) accrued and untaken vacation for 2012 totaling 3.33 days; and (ii) accrued and untaken vacation for 2011 rolled over to 2012 totaling 4.0 days. 

Section 3. Prior Rights and Obligations. Except as provided for in this Agreement, this Agreement extinguishes all rights, if any, which Employee
may have, contractual or otherwise, relating to his employment with the Company, including any rights to severance benefits under the Employment Agreement. Employee expressly acknowledges and agrees that his employment will end, or has ended, as of
the Resignation Date and that he has not vested, and will not vest, in the stock options or restricted stock that he was awarded during his employment and he shall have no further rights with respect to any such stock options or restricted stock.

 The Company agrees that, notwithstanding Employee’s resignation and the terms of this Agreement, Employee shall continue
to be the beneficiary of any indemnity provisions in the Company’s Certificate of Incorporation or Bylaws. 
 Section 4. Release by
Employee. Employee hereby releases and discharges the Company, its affiliates and its subsidiaries and Board of Directors, and their respective predecessors, successors, owners, partners, officers, directors, members, employees, agents,
attorneys, benefit plans, administrators and insurers (collectively the “Company Parties”), from any and all claims, demands, liabilities and causes of action, whether statutory or common law, including, but not limited to,
any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements; and all claims or causes of action relating to any matter occurring on or prior to the date that Employee executes
this Agreement, including without limitation any claim arising out of, or relating to: (i) the Age Discrimination in Employment Act of 1967, as amended; (ii) Title VII of the Civil Rights Act of 1964, as amended; (iii) the Civil
Rights Act of 1991; (iv) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (v) the Employee Retirement Income Security Act of 1974, as amended; (vi) the Immigration Reform Control Act, as amended;
(vii) the Americans with 

  
  

			
		  	 
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Disabilities Act of 1990, as amended; (viii) the National Labor Relations Act, as amended; (ix) the Occupational Safety and Health Act, as amended; (x) the Family and Medical Leave
Act of 1993, as amended; (xi) any state or federal anti-discrimination and/or anti-retaliation law; (xii) any other local, state or federal law, regulation or ordinance; (xiii) any public policy, contract, tort, or common law claim;
(xiv) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in the matters referenced herein; and (xv) any and all claims Employee may have arising as the result of any alleged breach of any contract,
incentive compensation plan or agreement, restricted unit agreement, or stock option plan or agreement with any Company Party including, without limitation the Employment Agreement (collectively, the “Released
Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply agreeing that, in exchange for the consideration recited in Sections
2A and 2B of this Agreement, any and all potential claims of this nature that Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. 

Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim
(including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency or participating in any investigation or proceeding conducted by the EEOC
or comparable state or local agency; however, Employee understands and agrees that he is waiving any and all rights to recover any monetary or personal relief or recovery as a result of such EEOC or comparable state or local agency proceeding or
subsequent legal actions. 
 Section 5. ADEA Rights. Employee further acknowledges that: 

A. He has been advised in writing by virtue of this Agreement that he has the right to seek legal counsel, and he has sought such
counsel, before signing this Agreement. 
 B. He has been given twenty-one (21) days within which to consider the waivers
included in this Agreement. If Employee chooses to sign the Agreement at any time prior to that date, it is agreed that Employee signs willingly and voluntarily and expressly waives his right to wait the entire twenty-one (21) day period as
provided in the law. 
 C. Employee has seven (7) days after signing this Agreement to revoke it. This
Agreement will not become effective or enforceable until the revocation period has expired. Any notice of revocation of the Agreement is effective only if given to Nicolas Evanoff, Esq., Senior Vice President, General Counsel and Secretary of the
Company (at the address of the Company set forth below), in writing by the close of business on the seventh
(7th) day after Employee’s signing of this
Agreement. Employee acknowledges and agrees that if he chooses to revoke his acceptance of this Agreement, or if he does not comply with the provisions of Section 6 below, he will not receive the payments set forth in Sections 2A or 2B.

 D. Employee is not entitled to receive any payments or benefits under the Employment Agreement as a result of his resignation
from employment. Employee agrees that he is receiving, pursuant to this Agreement, consideration greater than anything of value to which he is already entitled. 

  
  

			
		  	 
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 Section 6. Supplementary Release. In the event that Employee executes this Agreement prior to the
Resignation Date, Employee agrees that he will execute the supplementary release that is attached to this Agreement (the “Supplementary Release”) on the Resignation Date or within two business days thereafter. Employee agrees
and understands that he will not be entitled to any of the Severance Amount or other payments and benefits described in Sections 2A or 2B, unless he has complied with this requirement. 
 Section 7. Opportunity to Consult with Professional Advisors. Employee expressly acknowledges and agrees that he has had the opportunity to consult with, and has consulted with independent legal,
tax and other professional advisors of his choosing with regard to his entry into this Agreement and the consequences thereof. Employee acknowledges and agrees that he enters into this Agreement knowingly and voluntarily with full understanding of
the claims released herein and the tax consequences of the payments and benefits to be received by him hereunder. 
 Section 8. Proprietary
and Confidential Information. Employee agrees and acknowledges that, during the course of his employment with the Company, he has acquired information regarding the Company’s trade secrets and/or proprietary and confidential information
related to the Company’s past, present and anticipated business. Therefore, except as may be required by law, Employee acknowledges that Employee will not, at any time, disclose to others, permit to be disclosed, used, permit to be used, copy
or permit to be copied, any trade secrets and/or proprietary and confidential information acquired during his employment with the Company. Such obligations are in addition to those commitments by Employee contained in Sections 5 and 6 of the
Employment Agreement, which Employee acknowledges and agrees are enforceable and shall continue in full force and effect. 
 Section 9.
Amendments. This Agreement may only be amended in writing signed by Employee and an authorized officer of the Company. 
 Section 10.
Confidentiality. Employee agrees that he will not, and that any person acting on Employee’s behalf will not, directly or indirectly, speak about, disclose or in any way, shape or form communicate to anyone, except as permitted in this
Section, the terms of this Agreement or the consideration paid under this Agreement. The Company and Employee agree that the above described information may be disclosed only as follows: 

A. to the extent as may be required by law to support the filing of Employee’s income tax returns or any legally required
disclosures or legal filings; 
 B. to the extent as may be compelled by legal process or required by applicable law;

 C. to the extent necessary to Employee’s legal or financial or tax advisors, but only after such person to whom the
disclosure is to be made agrees to maintain the confidentiality of such information and to refrain from making further disclosures or use of such information. 
 Section 11. Non-disparagement. Employee shall not make any unfavorable or unflattering statements about the Company Parties including, but not limited to, comments about the conduct


  
  

			
		  	 
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of other employees or members of the Company’s Board of Directors. Employee agrees that he will not disparage, criticize, condemn or impugn the business or personal reputation or character
of any Company Party, or any of the actions which are, have been or may be taken by a Company Party with respect to or based upon matters, events, facts or circumstances arising or occurring prior to the date of execution of this Agreement.

 Section 12. Cooperation. Employee shall cooperate with the Company to the extent reasonably required by the Company in all matters
relating to the winding up of his pending work on behalf of the Company and the orderly transfer of any such pending work. Employee agrees to immediately notify the Company, if he is served with legal process to compel him to disclose any
information related to his employment with the Company, unless prohibited to do so by law. 
 Section 13. Return of Documents and
Property. Employee agrees to deliver at the termination of employment all correspondence, memoranda, notes, records, data, or information, analyses, or other documents and all copies thereof, including information in electronic form, which are
related in any manner to the past, present or anticipated business of the Company or its affiliated companies. Employee further agrees to deliver at the termination of employment, any Company property which he may have in his possession or have been
given use of during his employment, including without limitation, office keys, key cards, laptop computers, data media and cellular telephones. 

Section 14. Enforcement of Agreement and Release. Should any provisions of this Agreement be held invalid or wholly or partially unenforceable,
such holdings shall not invalidate or void the remainder of this Agreement. Portions held to be invalid or unenforceable shall be revised and reduced in scope as to be valid and enforceable, or if such is not possible, then such portion shall be
deemed to have been wholly excluded with the same force and effect as if they had never been included herein. 
 Section 15. Notices. Any
notice, request, demand, waiver or consent required or permitted hereunder shall be in writing and shall be given by prepaid registered or certified mail, with return receipt requested, addressed as follows: 

For the Company: 
 1330 Post Oak Blvd., Suite 2575 
 Houston, Texas 77056 

Attn: Chief Executive Officer 
 With a copy to the General Counsel 
 For the Employee:

 Alan W. Halsey 
 3481 Poinciana Avenue 
 Coconut Grove, Florida 33133 

  
  

			
		  	 
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 The date of any such notice and of such service thereof shall be deemed to be the date of
mailing. Each party may change its address for the purpose of notice by giving notice to the other in writing. 
 Section 16. Choice of
Law. It is agreed that the laws of Texas shall govern this Agreement and that venue for any claim necessary to enforce the provisions of this Agreement shall be proper in state or federal courts located in Harris County, Texas. 

Section 17. Remedies. The Parties agree that because damages at law for any breach or nonperformance of this Agreement by Employee, while
recoverable, will be inadequate, this Agreement may be enforced in equity by specific performance, injunction, or otherwise. Should any provisions of this Agreement be held to be invalid, such holdings shall not invalidate or void the remainder of
this Agreement. Employee shall be entitled to enforce his rights and the Company’s obligations under this Agreement by any and all applicable actions at law or equity. 
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 IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS AGREEMENT AND RELEASE AS OF THE
EFFECTIVE DATE. 
 EMPLOYEE 
  

									
					
	By:	 	/s/ Alan W. Halsey	 		 		 	February 14, 2012
		 	Alan W. Halsey	 		 		 	DATE

 THE COMPANY 
  

									
					
	By:	 	/s/ Nicolas J. Evenoff	 		 		 	February 14, 2012
		 	Name: Nicolas J. Evanoff	 		 		 	DATE
		 	Title:   Senior Vice President, General	 		 		 	
		 	            Counsel & Secretary	 		 		 	


  
  

			
		  	 
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 SUPPLEMENTAL RELEASE 

Alan W. Halsey (“Employee”), previously signed a Separation Agreement and General Release of Claims (the
“Original Agreement”) on February 14, 2012 and hereby enters this Supplemental Release (the “Supplemental Release”). In this Supplemental Release, Employee hereby releases the Company Parties from
any and all claims arising out of Employee’s employment or termination from employment and all other claims that may have arisen between the time that Employee signed the Original Agreement and the date that Employee signs this Supplemental
Release. This Supplemental Release incorporates all of the terms of the Original Agreement (and uses the same defined terms) and, in signing below, Employee expressly acknowledges and agrees as follows: 

1. Employee hereby releases and discharges the Company Parties from any and all Released Claims and all other claims that would have been
Released Claims had Employee executed the Original Agreement on the date that Employee executes this Supplemental Release. This Supplemental Release is not intended to indicate that any such claims exist or that, if they do exist, they are
meritorious. Rather, Employee is simply agreeing that, in exchange for the consideration recited in Sections 2A and 2B of the Original Agreement, any and all potential claims of this nature that Employee may have against the Company Parties,
regardless of whether they actually exist, are expressly settled, compromised and waived. 
 2. Other than those sums that
Employee may be owed pursuant to Sections 2A and 2B of the Original Agreement, Employee has received all sums, compensation, wages, benefits and remuneration that he has been owed, or ever could be owed, by the Company Parties. Employee further
represents that, in the course of his employment, he has received all leaves (paid and unpaid) that he was owed by the Company Parties. 
 IN SIGNING BELOW, EMPLOYEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT HE HAS READ AND UNDERSTOOD THE ORIGINAL AGREEMENT AND THIS SUPPLEMENTAL RELEASE AND EMPLOYEE KNOWINGLY AND VOLUNTARILY AFFIRMS THE
STATEMENTS MADE BY HIM, AND THE RELEASES GIVEN BY HIM, IN THE ORIGINAL AGREEMENT. 
  

									
					
	By:	 	/s/ Alan W. Halsey	 		 		 	February 14, 2012
		 	Alan W. Halsey	 		 		 	DATE


  
  

			
		  	 
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