exv10w7






Exhibit 10.7




Glori Oil Limited



March 1, 2007




Mr. Stuart Page

2803 West Lane Drive

Houston, Texas 77027




     Re: Terms of Offer of Employment


Dear Stuart:




     Glori Oil Limited (the “Company” or “we”) is pleased to offer you the position of Chief Executive
Officer, and in connection with that role to offer you a position as a member of our Board of
Directors. Given your unique strengths, skills and experience, we believe you will be more than
just a positive asset to our team, you will help shape our future. This letter sets forth the terms
of your employment and the agreement between you and the Company related to your employment (this
“Letter Agreement”).



     Position and Start Date: You will start on March 1, 2007 as the Chief Executive Officer
reporting to the Board of the Company. Please note, by signing this letter, you confirm with the
Company that you are under no contractual or other legal obligations that would prohibit you from
taking this position or performing your duties with the Company. You will also be named to the
Company’s Board.



     Compensation and Employee Benefits: You will be paid a salary of $22,917 per month, less applicable
taxes, deductions and withholdings (“Base Salary”), payable on the Company’s regular payroll dates.
The Board will of Directors will, in its sole discretion, consider adjusting your salary to $25,000
per month at the end of your 1st year of employment.



     You will be paid a sign-on bonus of $50,000 at the start of your employment, subject to withholding
tax. At the Board’s sole discretion, it may implement a bonus plan for you that would be tied to
your and the Company’s performance.



     As an executive of the Company, you will also be eligible to participate in all present and future
medical, dental, vision, life insurance, accident and disability plans, and all similar benefits
made available generally to executives of the Company. You also will be eligible to receive paid
vacation time. Currently, you will be eligible for four (4) weeks of paid vacation per year, which
shall accrue on a prorated basis. Materials regarding the Company’s employee benefits is being
provided to you under separate cover. Upon joining the Company, you will be added to the Company’s
D&O and other applicable insurance policies.



     Stock: Attached to this letter is a complete and accurate capitalization table of the Company as of
the date hereof. Contingent upon commencement of your employment and subject to the approval of the
Company’s Board of Directors, you will be awarded 2,649,343



 









 




Page 2


shares having an aggregate value of $107,828.28 (the “Shares”) in the Company, in consideration of
services rendered, subject applicable withholding. The Shares shall be subject to the terms and
conditions set forth in the Restricted Stock Purchase Agreement (the “SPA”) to be provided to you.
As will be set forth in the SPA, you will vest in these Shares over a 3-year period with monthly
vesting at the end of each month in which you are employed. All vesting will cease as of the date
you or the Company terminates your employment, unless otherwise noted herein, and such Shares will
be subject to forfeiture to the Company. In addition, your SPA will provide that upon (i) the sale
of all or substantially all of the assets of the Company on a consolidated basis to an unrelated
person or entity, or (ii) a merger, reorganization or consolidation in which the outstanding shares
of Stock are converted into or exchanged for securities of the successor entity and the holders of
the Company’s outstanding voting power immediately prior to such transaction do not own at least a
majority of the outstanding voting power of the successor entity immediately upon completion of
such transaction (an “Acceleration Event”), all remaining unvested Shares will accelerate and vest
in full. The terms of your SPA will supersede these terms when entered into.




     Options: Contingent upon commencement of your employment and subject to the approval of the
Company’s Board of Directors, you will be granted an option (the “Option”) to purchase 3,148, 723
shares of the Company’s common stock (the “Option Shares”) under the Company’s 2006 Stock
Option/Stock Issuance Plan (the “Plan”). The Company will grant you additional options to maintain
your percentage ownership (taking into account your Shares and Options) after the next round of
financing in the event that (i) a term sheet for such financing is executed within seven months of
the start of your employment, (ii) such financing closes with one year of the start of your
employment, and (iii) such financing is at a valuation equal to or lower than the valuation of the
Series A Preferred Stock financing. The Company may also grant you additional options, at the
Board’s sole discretion, with consideration given to your performance and to the performance of the
Company for such circumstances under your control. The Option and such additional options, if any,
will have an exercise price equal to the fair market value of the Company’s common stock as
determined by the Company’s Board of Directors on the date that the Option is approved by the
Board. It is intended that this Option will be structured as an “incentive stock option” for
federal income tax purposes. The Option shall be subject to the terms and conditions of the Plan
and an approved form of Stock Option Agreement for use under the Plan. As will be set forth in the
Stock Option Agreement, you will vest in these Option Shares over a 3-year period, with monthly
vesting at the end of each month in which you are employed. All vesting will cease as of the date
that you or the Company terminates your employment, unless otherwise noted herein. In addition,
your Stock Option Agreement will provide that upon an Acceleration Event, all remaining unvested
Option Shares will accelerate and vest in full. The terms of your Stock Option Agreement will
supersede these terms when entered into.



     Confidentiality and Proprietary Information and Inventions Assignment Agreement: You will be
required, as a condition of your employment with the Company, to sign a Confidentiality,
Proprietary Information and Inventions Assignment Agreement in the form attached hereto (“PIIA”),
which requires, among other provisions, the assignment of patent rights to any invention made
during your employment at the Company, a non-disclosure of proprietary information as well as a
restrictive covenant regarding employment with entities



 









 




Page 3


which compete with the Company and non-solicitation of the Company’s employees for a period of
time.




     Employment Relationship:



          1. At-Will Employment. Employment with the Company is for no specific period of time. Your
employment with the Company will be “at will,” meaning that either you or the Company may terminate
your employment at any time and for any reason, with or without cause. This is the full and
complete agreement between you and the Company on this term.




          2. Continued Vesting for Involuntary Termination. Despite our at-will relationship, if your
employment is terminated by the Company without “Cause” (as defined below) or if you voluntarily
terminate your employment with “Good Reason” (as defined below) then, contingent upon your executing
a full and complete general release of and covenant not to sue the Company in the form attached
hereto as Exhibit A, you shall be entitled to the following severance: (i) continued Base Salary
payment for twelve months, to be paid on regular payroll dates; (ii) continued medical benefits for
twelve months; and (iii) if terminated within the first six months of your employment, continued
vesting of any unvested Shares and Option Shares as if you remained an employee for through the
first year of your employment, and if terminated after the first six months of your employment,
continued vesting of any unvested Shares and Option Shares as if you remained an employee for an
additional six month period. Please note, we make no representation as to how such additional
vesting will be treated for federal income tax purposes, including its effect on the status of your
options as incentive stock options.




          3. Termination for Cause or Without Good Reason. If the Company terminates your employment for
Cause or if you voluntarily terminate your employment without Good Reason, then (i) the Company’s
obligations under this Letter Agreement shall immediately cease, and (ii) you shall not be entitled
to receive payment of, and the Company shall have no obligation to pay, any severance or similar
compensation attributable to such termination, other than the portion of your Base Salary then
earned but unpaid.




 









 





Page 4



          4. Definitions.




               “Cause” shall mean (i) the commission of any act of fraud or embezzlement by you; (ii) any
unauthorized use or disclosure by you of any material confidential information or trade secrets of
the Company; (iii) your indictment for, conviction of, or plea of no contest with respect to any
felony violation or any crime of moral turpitude or dishonesty; (iv) your unauthorized absence from
work for reasons other than illness or legally protected leave of absence; (v) your substance abuse
or other misconduct that in any manner that materially interferes with the performance of your
duties on behalf of the Company; (vi) any failure or refusal by you to perform your duties in an
acceptable manner or to follow the lawful and proper directives of the Board that are within the
scope of your duties in each case after a reasonable notice and cure period not less than 15 days;
or (vii) any other misconduct by you that adversely affects the business or affairs of the Company
after a reasonable notice and cure period not less than 15 days.



               “Good Reason’ shall mean your voluntary resignation within six (6) months following: (i) a change
in your position with the Company that materially reduces your duties and responsibilities; (ii) a
reduction in your Base Salary by more than 5%, other than a reduction that, by resolution of the
Board including your consent, is applicable to all executive officers of the Company generally; or
(iii) a relocation of your principal place of employment by more than seventy-five miles without
your consent; provided and only if any such change, reduction or relocation is effected by the
Company without your consent.



     Outside Activities: While you render services to the Company, you will devote your full time and
attention to the Company and agree that you will not engage in any other employment, consulting or
other business activity without the written consent of the Board. Nonetheless, you may engage in
charitable, civic, religious and/or political activities, and you also may engage in personal
activities, including, without limitation, personal investments in non-competitive companies;
provided that, in each such case or in the aggregate, such activities do not impair or interfere
with your ability to perform your duties as President of the Company.



     Withholding Taxes: All forms of compensation referred to in this letter are subject to applicable
withholding and payroll taxes.



     Tax and Legal Advice: By signing this letter, you acknowledge that you have had an opportunity to
consult with legal counsel and tax and other advisors regarding this Letter Agreement.



     Severability: If any provision of this Letter Agreement is held illegal, invalid or unenforceable
to any extent, this Letter Agreement shall be construed and enforced as if such provision was never
a part of this Letter Agreement and the remaining provisions of this Letter Agreement shall remain
in full force and effect and shall not be affected by illegal, invalid or unenforceable provisions
or by their severance.



     Entire Agreement: If you wish to accept this offer, please sign and date this letter. You will be
required to sign the enclosed PIIA and return it on your first day of employment. This Letter
Agreement along with the PIIA supersede all prior discussions and agreements, whether



 









 




Page 5


written, oral or implied, among the parties with respect to the subject matter hereof and contain
the sole and entire agreement between you and the Company with respect to the subject matter
herein.




     Proof of Right to Work: As required by law, your employment with the Company is also contingent
upon your providing legal proof of your identity and authorization to work in the United States.



     Miscellaneous: THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO CONFLICT OF LAW PRINCIPLES. WITH RESPECT TO
ANY SUIT, ACTION, OR OTHER PROCEEDING ARISING FROM (OR RELATING TO) THIS AGREEMENT OR YOUR
EMPLOYMENT, YOU AND WE IRREVOCABLY AGREE TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF ANY
UNITED STATES FEDERAL OR TEXAS STATE COURT WITHIN HARRIS COUNTY, TEXAS.



     NOTWITHSTANDING THE FOREGOING AND THE FACT THAT THE GLORI OIL LIMITED 2006 STOCK OPTION AND GRANT
PLAN PROVIDES FOR BINDING ARBITRATION, SUCH PROVISION SHALL ONLY APPLY TO DISPUTES UNDER THE PLAN
AND THE PARTIES EXPLICITLY AGREE THAT ARBITRATION SHALL NOT APPLY TO DISPUTES UNDER THE PIIA AND
THIS LETTER AGREEMENT.



     This Letter Agreement shall inure to the benefit of any successors or assigns of the Company; you
shall not be entitled to assign any of your rights or obligations under this Letter Agreement. The
terms and provisions of this Letter Agreement are intended solely for the benefit of each party
hereto and Company’s successors or assigns, and it is not the intention of the parties to confer
third-party beneficiary rights upon any other person.



     We are very excited about the prospect of your joining Glori Oil Limited. We look forward to your
favorable reply and to a productive working relationship. This offer, if not accepted, will expire
at the close of business on February 23rd, 2007.



     If you have any questions regarding this offer, please call me.



	 	 	 	 	 
	 	Sincerely,

 	 
	 	/s/ Michael Schulhof
 	 
	 	Michael Schulhof 	 
	 	 	 



 









 




Page 6


I accept this Letter Agreement:




	 	 	 

	/s/ Stuart Page
 


	 	 
	Stuart Page
	 	 






Date: March 1, 2007




	 	 	 

	Attachments: 1.

	 	Confidentiality, Proprietary Information and Inventions Assignment Agreement
	 
	 	 
	2.

	 	General Release - Exhibit A







 











 





CONFIDENTIALITY, PROPRIETARY INFORMATION AND

INVENTIONS ASSIGNMENT, AND NON-COMPETE AGREEMENT




     This Confidentiality, Proprietary Information and Inventions Assignment, and Non-Compete
Agreement (the “Confidentiality Agreement” or “Agreement”)
is entered into between Stuart Page
(“I” or “me”) and Glori Oil Limited, a Delaware corporation (the “Company”), is entered into as of
March 1 2007.



     In consideration of the following: (1) my employment by the Company; (2) any compensation now
and/or hereafter paid to me; and (3) the Company’s initial and continued disclosure to me of
certain Proprietary Information (as defined below); (4) the initial and continued provision of
specialized training by the Company to me; (5) any compensation now and/or hereafter paid to me;
and (6) for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, I hereby agree with the Company as follows:



     1. Definitions:



          1.1 The term “Cause” shall mean (i) my commission of any act of personal dishonesty, fraud or
misrepresentation which was intended to or resulted in substantial gain or personal enrichment for
me at the expense of the Company; (ii) my commission of, or plea of nolo contendere or guilty to a
felony or any other crime which involves moral turpitude; (iii) my breach of this Agreement; or
(iv) any reasonable basis for the Company to be dissatisfied with my performance of my duties.




          1.2 The term “Corporate Transaction” shall mean a change in ownership or control of the
Company effected through any of the following transactions:




               (a) a stockholder-approved merger, consolidation or other reorganization in which securities
representing more than 50% of the total combined voting power of the Company’s outstanding
securities are beneficially owned, directly or indirectly, by a person or persons different from
the person or persons who beneficially owned those securities immediately prior to such
transaction;



               (b) a stockholder-approved sale, transfer or other disposition of all or
substantially all of the Company’s assets; or



               (c) the acquisition, directly or indirectly, by any person or related group of persons (other
than the Company or a person that directly or indirectly controls, is controlled by, or is under
common control with, the Company), of beneficial ownership (within the meaning of Rule 13-d3 of the
1934 Act) of securities possessing more than 50% of the total combined voting power of the
Company’s outstanding securities from persons other than the Corporation.



In no event shall either of the following be deemed to constitute a Corporate Transaction: (A) any
public offering of the Company’s securities or (B) the sale by the Company of shares of its capital
stock to investors in bona fide financing transactions.



          1.3 The term “Inventions” means discoveries; developments; trade secrets; processes; formulas;
data; lists; software programs; and all other works of authorship, mask works, ideas, concepts,
know-how, designs, and techniques, whether or not any of the foregoing is or are patentable,
copyrightable, or registrable under any intellectual property laws or industrial property Jaws in
the United States or elsewhere. The term “Inventions” shall not apply to an invention that I
developed entirely on my own time without using the Company’s resources or Proprietary Information
or trade secret information, unless such inventions relate at the time of conception or reduction
to practice of the




Confidentiality Agreement




 









 




invention to (i) the business of the Company, which shall include but not be limited to oil
exploration and production, and enhanced oil recovery with or without the use of microbes (the
“Company Business”) or (ii) actual or demonstrably anticipated research or development of the
Company.




          1.4 The term “Proprietary Information” means information owned by the Company or licensed from
third parties regarding (a) research, development, products, services, marketing, selling, business
plans, budgets, unpublished financial statements, licenses, prices, costs, contracts and other
agreements, suppliers, customers, and customer lists; (b) the identity, skills and compensation of
employees, contractors, and consultants; (c) specialized training; and (d) information related to
Inventions owned by the Company or licensed from third parties. Proprietary Information shall not
include material already in the public domain through no action of my own or actions of a third
party not authorized to release such material into the public domain.




          1.5 The term “Service” means any period during which I am employed by the Company.




          1.6 The term “Third Party Information” means confidential or trade secret information that the
Company may from time to time receive from third parties or information related to Inventions of
third parties, which is subject to a duty on the Company’s part to maintain the confidentiality of
such Third Party Information and to use it only for certain limited purposes. Third Party
Information shall not include material already in the public domain through no action of my own or
actions of a third party not authorized to release such material into the public domain.




     2. Nondisclosure.



          2.1 I acknowledge that contemporaneously with my execution of this Agreement, the Company is
providing me with access to Proprietary Information and specialized training. I further acknowledge
that throughout my Service the Company will continue to provide Proprietary Information and
specialized training to me. In consideration of the Company’s provision of Proprietary Information
and/or specialized training, I agree that during my Service and thereafter, pursuant to this
agreement (the “Nondisclosure Agreement”), I will hold in strictest confidence and will not
disclose, discuss, transmit, use, lecture upon, or publish any Proprietary Information, except as
such disclosure, discussion, transmission, use, or publication may be required in connection with
my Service, or unless the Board of Directors of the Company expressly authorizes such in writing. I
also agree that in connection with this Nondisclosure Agreement, I will also be bound by the
provisions of Section 7. I further acknowledge and agree that the Company’s conduct in providing me
with Proprietary Information and specialized training in exchange for my Nondisclosure Agreement
gives rise to the Company’s interest in restraining me from competing against the Company as set
forth in Section 7 (the “Non-Compete Agreement”), and that my agreement to the Non-Compete
Agreement is designed to enforce my Nondisclosure Agreement.



          2.2 At all times during my Service and thereafter, I will hold Third Party Information in the
strictest confidence and will not disclose, discuss, transmit, use, lecture upon, or publish any
Third Party Information, except as such disclosure, discussion, transmission, use, or publication
may be required in connection with my Service, or unless the Board of Directors of the Company
expressly authorizes such in writing. Excluded from this clause are items already in the public
domain through no action of my own or actions of a third party not authorized to release such
material into the public domain.




     3. Assignment.



          3.1 The term “Ownership Rights” means all rights, title and interest (including but not
limited to Intellectual Property Rights) in property, whether that property is tangible or
intangible. The




			
	 	 	 
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	 	Page 2






 









 




term “Intellectual Property
 Rights” means all intellectual property and industrial property rights
of any kind whatsoever throughout the world, including but not limited to patent rights,
copyrights (including but not limited to mask work rights), trade secret rights, and, if
recognized, Moral Rights (where “Moral Rights” means all rights related to paternity, integrity,
disclosure, and withdrawal). I hereby irrevocably assign to the Company any Ownership Rights I may
have or acquire in any Proprietary Information and acknowledge that all Proprietary Information
shall be the sole property of the Company and that the Company shall be the sole owner of all
Ownership Rights in connection therewith.




          3.2 The term “Company Inventions” means all Inventions that (a) relate to the business or
proposed business of the Company and that are discovered, developed, created, conceived, reduced to
practice, made, learned or written by me, either alone or jointly with others, in the course of my
Service; (b) utilize, incorporate or otherwise relate to Proprietary Information; (c) I discovered,
developed, created, conceived, reduced to practice, made, or wrote prior to or outside the scope of
my Service and that I have incorporated into any Inventions owned by or assigned to the Company
and/or its assigns; or (d) are discovered, developed, created, conceived, reduced to practice,
made, or written by me using Company property or equipment. I hereby irrevocably assign to the
Company all my Ownership Rights in and to any and all Company Inventions. All Inventions made,
during the period commencing with the date hereof and terminating one year after termination of the
employment relationship shall be presumed to have been conceived during my employment by the
Company unless I can prove conclusively that it was conceived after the termination of my
employment with the Company.




          3.3 I acknowledge and agree that any work of authorship comprising Company Inventions shall be
deemed to be a “work made for hire,” as that term is defined in the United States Copyright Act (17
U.S.C. § 101 (2000)). To the extent that any such work of authorship may not be deemed to be a
work made for hire, I hereby irrevocably assign all my Ownership Rights in and to such work to the
Company. If any such work of authorship cannot be assigned, I hereby grant to the Company an
exclusive, assignable, irrevocable, perpetual, worldwide, sublicenseable (through one or multiple
tiers), royalty-free, unlimited license to use, reproduce, distribute, create derivative works of,
publicly perform, publicly display and digitally perform and display such work in any media now
known or hereafter known. Outside the scope of my Service, I agree not to (a) modify, adapt,
alter, translate, or create derivative works from any such work of authorship or (b) merge any such
work of authorship with other Inventions. Excluded from this definition are items already in the
public domain through no action of my own or actions of a third party not authorized to release
such material into the public domain. To the extent Moral Rights may not be assignable under
applicable law and to the extent the following is allowed by the laws in the various countries
where Moral Rights exist, I hereby irrevocably waive such Moral Rights and consent to any action of
the Company that would violate such Moral Rights in the absence of such consent.




          3.4 I acknowledge and agree that nothing in this Agreement shall be deemed to grant, by
implication, estoppel or otherwise, (a) a license from the Company to me to make, use, license, or
transfer in any way a Company Invention or (b) a license from the Company to me regarding any of
the Company’s existing or future Ownership Rights.




          3.5 For clarity, the assignments in this section shall not apply to any material that the
employee developed entirely on his or her own time without using the company’s resources or
Proprietary Information or trade secret information, unless such materials relate at the time of
conception or reduction to practice of the materials to (i) the business of the company, which
shall include but not be limited to Microbial enhanced Oil Recovery and other microbial-based
products/services for the oil & gas business (the “Company Business”) or (ii) actual or
demonstrably anticipated research or development of the Company.




			
	 	 	 
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	 	Page 3






 









 





     4. Enforcement of Rights.



          4.1 I will assist the Company in every proper way to obtain and from time to time enforce
Ownership Rights relating to Company Inventions in any and all countries. To that end I will
execute, verify, and deliver such documents and perform such other acts (including appearances as a
witness) as the Company may reasonably request for use in applying for, obtaining, perfecting,
evidencing, sustaining, and enforcing such Ownership Rights and the assignment thereof. In
addition, I will execute, verify, and deliver assignments of such Ownership Rights to the Company.
My obligation to assist the Company with respect to Ownership Rights relating to such Company
Inventions in any and all countries shall continue beyond the termination of my Service, but the
Company shall compensate me at a mutually agreeable reasonable rate plus expenses after such
termination for the time actually spent by me at the Company’s request on such assistance.




          4.2 In the event the Company is unable for any reason, after reasonable effort, to secure my
signature on any document needed in connection with the actions specified in the preceding
paragraph, I hereby irrevocably designate and appoint the Company and its assigns duly authorized
officers and agents as my agent and attorney in fact, to act for and in my behalf to execute,
verify, and file any such documents and to do all other lawfully permitted acts to further the
purposes of the preceding paragraph thereon with the same legal force and effect as if executed by
me. I hereby waive and quitclaim to the Company any and all claims, of any nature whatsoever,
that I now or may hereafter have for infringement of any Ownership Rights assigned hereunder to the
Company.




     5. Obligation to Keep Company Informed.



     During my Service, I will promptly disclose to the Company fully and in writing and will hold
in trust for the sole right and benefit of the Company any and all Company Inventions (but to the
extent a Company Invention is based only upon ideas or know-how, then the Company Invention must
be commercially material before it must be disclosed in writing to the Company). In addition,
during the first year after termination of my Service, I will provide the Company with a complete
copy of each patent application and copyright registration application (including but not limited
to any mask work registration application) that is either filed by me or that names me as an
inventor, co-inventor, author, co-author, creator, co-creator, developer, or co-developer. I will
not be obligated to provide such copy until such application becomes public record.



     6. Non-Solicitation and Non-Competition.



          6.1 During my Service, I will not, directly or indirectly, participate in the ownership,
management, operation, financing or control of, or be employed by or consult for or otherwise
render services to, any person, corporation, firm, or other entity that competes with the Company
in the state of Texas, or in any other state in the United States, in which the business of the
Company is conducted or has been proposed to be conducted, nor shall I engage in any other
activities that conflict with my obligations to the Company. Notwithstanding the foregoing, I am
permitted to own up to 1% of any class of securities of any corporation in competition with the
Company that is traded on a national securities exchange or through NASDAQ.




          6.2 During my Service and for a period of two years after my Service is terminated for any
reason, I will not, directly or indirectly, individually or on behalf of any other person, firm,
partnership, corporation or business entity of any type, solicit, assist or in any way encourage
any current employee or consultant of the Company to terminate his or her employment relationship
or consulting relationship with or for the Company, nor will I, directly or indirectly,
individually or on behalf of any other person, firm, partnership, corporation or business entity
that competes with the Company solicit the




			
	 	 	 
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	 	Page 4






 









 




services of any former employee of the Company whose service has been terminated for less than
three (3) months. I acknowledge that these restrictions are fair, reasonable, ancillary to Section
2.1 of this Agreement, and are required for the protection of the Company, including, but not
limited to, the protection of the goodwill of the Company, the Proprietary Information of the
Company (as provided to me), the Intellectual Property Rights of the Company, the Inventions of
the Company, as well as the business of the Company.




          6.3 For a period of twelve months after my Service is terminated by Company for any reason, I
will not, directly or indirectly, individually or on behalf of any other person, firm,
partnership, corporation or business entity of any type, solicit to the detriment of the Company
and/or for the benefit of myself or any competitor of the Company, take away or attempt to take
away, in whole or in part, any Customer of the Company or otherwise interfere with the Company’s
relationship with any Customer, including (i) inducing or attempting to induce any customer,
supplier, vendor or any other person to cease doing business with the Company for any reason, or
(ii) doing business with any Customer that could otherwise be done by the Company. For purposes of
this Section 6.3, “Customer” shall mean prospective, present and former (within the last twelve
months) customers of the Company. I acknowledge that these restrictions are fair, reasonable,
ancillary to Section 2.1 of this Agreement, and are required for the protection of the Company
including, but not limited to, the protection of the goodwill of the Company, Proprietary
Information of the Company (as provided to me), Intellectual Property Rights of the Company,
Inventions of the Company, as well as the business interests of the Company.




     7. Post-Employment Non-Compete and Notice Agreement.



          7.1 I agree that for (i) a nine month period following my resignation if I resign my
employment with the Company (the “Resignation Non-Compete Period”); or (ii) a nine month period
following the termination of employment by the Company for Cause (the “Cause Non-Compete Period”);
or (iii) a six month period following the Company’s terminating my employment for any reason other
than for Cause (the “Termination Non-Compete Period”) except under the circumstances as described
in this Section 7, I will not accept employment with a competing business of the Company,
whether such competing business competes with the Company directly or indirectly, in the state of
Texas, or in any other State of the United States or any other country in the world where the
Company engages or has plans to engage in business. I also agree that for the same period I will
not participate in the ownership, management, operation, financing or control of, or consult for or
otherwise render services to a competing business. Notwithstanding the foregoing, I am permitted to
own up to 1% of any class of securities of any corporation in competition with the Company that is
traded on a national securities exchange or through NASDAQ. I acknowledge that these restrictions
are fair, reasonable, ancillary to Section 2.1 of this Agreement, and are required for the
protection of the Company, including, but not limited to, the protection of the goodwill of the
Company, Proprietary Information of the Company (as provided to me), Intellectual Property Rights
of the Company, Inventions of the Company, as well as the business interests of the Company.




          7.2 During my employment and during either the (i) Resignation Non-Compete Period; the (ii)
Cause Non-Compete Period or the (ii) Termination Non-Compete Period, as applicable, I agree to
provide written notice to either the Company’s Chairman, CEO or President (currently Jack Babcock)
notifying the Company of any employment which I intend to accept or self-employment in which I
intend to engage (the “New Employment Notice”). The New Employment Notice shall provide the name of
the potential employer and a statement of the general nature of the potential employment or in the
case of self-employment, the business which I intend to engage. I agree to provide the New
Employment Notice at least 14 days prior to the anticipated scheduled commencement of such
employment.




			
	 	 	 
	Confidentiality Agreement
	 	Page 5






 









 





          7.3 The Company agrees that within seven days of receiving such New Employment Notice, the
Company shall provide written notice (the “Non-Compete Election Notice”) to me as to whether or not
the potential employment noted in the New Employment Notice would constitute a competing business
and whether or not the Company elects to enforce the non-competition covenant of Section
7(a) herein (the “Non-Compete Covenant”). I understand that in determining whether or not it
will elect to enforce the Non-Compete Covenant, the Company shall determine, in good faith, whether
or not such enforcement is necessary in order to protect its business interests, goodwill,
Proprietary Information, Intellectual Property Rights and Inventions. If the Company elects to
enforce such Non-Compete Covenant, I agree that I will decline the employment. If the Company
elects to enforce such Non-Compete Covenant and I do not comply with my obligations and decline the
employment, I understand that I will be in breach of this Agreement and will be liable to the
Company for any and all damages to which it may be entitled, including injunctive relief enjoining
me from working for such potential employer. I further understand that if I do not receive a
Non-Compete Election Notice within the required seven days, the Company is not electing to enforce
the Non-Compete Covenant. If the Company does not elect to enforce the Non-Competition Covenant
within the required seven days, it waives its right to do so and it cannot later attempt to enforce
such Non-Competition Covenant.




     8. No Improper Use of Materials. I represent and warrant that during my Service I
shall not use or incorporate into any Company Invention any confidential information or trade
secrets of any former employer, any person or entity for whom I provided services, or any other
person or entity, unless I have obtained all consents, licenses, or other rights necessary to
allow me to provide the Company with the assignments and licenses set forth herein. I represent
and warrant that during my Service I shall not improperly use or disclose any confidential or
trade secret information, if any, of any former employer or any other person or entity to whom I
have an obligation of confidentiality, and I will not bring onto the premises of the Company any
unpublished documents or any property belonging to any former employer or any other person or
entity to whom I have an obligation of confidentiality unless expressly consented to in writing by
that former employer, person, or entity. Excluded from this clause are items already in the public
domain through no action of my own or actions of a third party not authorized to release such
material into the public domain.



     9. No Conflicting Obligation. I represent that my performance of all the terms of
this Confidentiality Agreement and my Service does not and will not breach any agreement between
me and any other employer, customer, person or entity. I have not entered into, and I agree I will
not enter into, any agreement either written or oral in conflict herewith.



     10. Return of Company Property. When my Service is completed, I will immediately
deliver to the Company all drawings, notes, memoranda, specifications, devices, formulas, and
documents (whether written, printed, or otherwise reproduced or recorded), together with all copies
thereof, and any other material containing or disclosing any Company Inventions, Third Party
Information or Proprietary Information. I will also immediately deliver all Company property;
including but not limited to laptops, pagers, cell phones, corporate credit cards, keys and/or
access cards. I further agree that all property situated on the Company’s premises and owned,
leased, or licensed by the Company, including disks and other storage media, filing cabinets or
other work areas, is subject to inspection by personnel of the Company at any time with or without
notice.



     11. Legal and Equitable Remedies. Because my services are personal and unique and
because I will have access to and become acquainted with Proprietary Information, the Company shall
have the right to enforce this Confidentiality Agreement and any of its provisions by injunction,
specific performance, or other equitable relief, without bond and without prejudice to any other
rights and remedies that the Company may have for a breach of this Confidentiality Agreement.



			
	 	 	 
	Confidentiality Agreement
	 	Page 6






 









 





     12. Authorization to Notify New Employer. I hereby authorize the Company to provide a
written copy of this agreement or to notify in writing any new employer or entity for whom I
provide services about my rights and obligations under this Confidentiality Agreement for two years
following the termination of my Service.



     13. Non-disparagement. I agree that I will not make any negative or disparaging
statements or comments, either as fact or as opinion, about the Company, including but not limited
to its employees, officers, directors, shareholders, vendors, products or services, business,
technologies, market position, performance and other similar information concerning the Company.
The Company agrees that its Chief Executive Officers as well as the members of its Board of
Directors will not make any negative or disparaging statements or comments, either as fact or as
opinion, about me. Nothing contained in this paragraph is intended to prevent anyone from
testifying truthfully in any legal proceeding.



     14. Confidentiality. I acknowledge and agree that the terms and existence of this
Agreement are strictly confidential and may not be disclosed to anyone except my lawyer, spouse,
financial consultant or as necessary to perform my notification or disclosure obligations
hereunder. Without in any way limiting your agreement that this Agreement is confidential, I
expressly understand that I shall not disclose the existence or content of this Agreement to any
third party, potential employees, employees and former employees of the Company.



     15. Notices. 
Any notices required or permitted hereunder shall be given to the
appropriate party at the party’s last known address. Such notice shall be deemed given upon
personal delivery to the last known address or if sent by certified or registered mail, three days
after the date of mailing.



     16. General Provisions.



          16.1 Governing Law. This Confidentiality Agreement will be governed by and construed
according to the laws of the State of Texas without regard to conflicts of law principles.




          16.2 Exclusive Forum. I hereby irrevocably agree that the exclusive forum for any
suit, action, or other proceeding arising out of or in any way related to this Agreement shall be
in the state or federal courts in Texas, and I agree to the exclusive personal jurisdiction and
venue of any court in Houston, Texas and waive any defense thereto.




          16.3 Entire Agreement. This Confidentiality Agreement along with the Offer Letter
(collectively, the “Employment Agreements”) supersede all agreements, whether oral or written,
representations or discussions relating to the subject matter hereof and the Employment Agreements
set forth the entire agreement related to the subject matter hereof. No modification of or
amendment to any of the Employment Agreements nor any waiver of any rights under any of the
Employment Agreements, will be effective unless in writing signed by the party to be charged. Any
subsequent change or changes in my duties, salary, or compensation will not affect the validity or
scope of the Employment Agreements.




          16.4 Severability. I acknowledge and agree that each agreement and covenant set forth
herein constitutes a separate agreement independently supported by good and adequate
consideration and that each such agreement shall be severable from the other provisions of this
Confidentiality Agreement and shall survive this Confidentiality Agreement. I understand and agree
that this Confidentiality Agreement is to be enforced to the fullest extent permitted by law.
Accordingly, if a court of competent jurisdiction determines that the scope and/or operation of
Section 7 of this Agreement is too broad to be enforced as written, the Company and I intend that
the court should reform such




			
	 	 	 
	Confidentiality Agreement
	 	Page 7






 









 




provision to such narrower scope and/or operation as it determines to be enforceable, provided,
however, that such reformation applies only with respect to the operation of such provision in the
particular jurisdiction with respect to which such determination was made. If, however,
Section 7 of this Agreement is held to be illegal, invalid, or unenforceable under present
or future law, and not subject to reformation, then (i) such provision shall be fully severable,
(ii) this Confidentiality Agreement shall be construed and enforced as if such provision was never
a part of this Confidentiality Agreement, and (iii) the remaining provisions of this
Confidentiality Agreement shall remain in full force and effect and shall not be affected by the
illegal, invalid, or unenforceable provision or by its severance.




          16.5 Successors and Assigns. This Confidentiality Agreement will be binding upon my
heirs, executors, administrators, and other legal representatives and will be for the benefit of
the Company, its successors and assigns, except with regard to the non-compete covenants I have
made in Section 7. When there is a Corporate Transaction then the following changes shall
be made to Section 7: upon the closing of a Corporate Transaction, the Resignation
Non-Compete Period shall change from nine months to six months and the Termination Non-Compete
Period shall change from six months to three months. Notwithstanding, I expressly agree that the
Company has the right to assign this Confidentiality Agreement.




          16.6 Survival. The provisions of this Confidentiality Agreement shall survive the
termination of my Service for any reason and the assignment of this Confidentiality Agreement by
the Company to any successor in interest or other assignee.




          16.7 At-Will Relationship. I agree and understand that my Service is at will, which
means that either I or the Company may terminate the relationship at any time, with or without
prior notice and with or without cause. I further agree and understand that nothing in this
Confidentiality Agreement shall confer any right with respect to continuation of Service, nor shall
it interfere in any way with my right or the Company’s right to terminate my Service at any time,
with or without notice and with or without cause.




          16.8 Waiver. No waiver by the Company or Employee of any breach of this
Confidentiality Agreement shall be a waiver of any preceding or succeeding breach. No waiver by the
Company or Employee of any right under this Confidentiality Agreement shall be construed as a
waiver of any other right. Neither the Company nor the Employee shall be required to give notice
to enforce strict adherence to all terms of this Confidentiality Agreement.




          16.9 Recovery of Attorney’s Fees. In the event of any litigation arising from or
relating to this Confidentiality Agreement, the prevailing party in such litigation proceedings
shall be entitled to recover, from the non-prevailing party, the prevailing party’s costs and
reasonable attorney’s fees, in addition to all other legal or equitable remedies to which it may
otherwise be entitled.




          16.10 Headings. The headings to each section or paragraph of this Confidentiality
Agreement are provided for convenience of reference only and shall have no legal effect in the
interpretation of the terms hereof.




     I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I UNDERSTAND THAT THIS
AGREEMENT AFFECTS MY RIGHTS TO INVENTIONS I MAKE DURING MY SERVICE, RESTRICTS MY RIGHT TO DISCLOSE
OR USE PROPRIETARY INFORMATION DURING OR SUBSEQUENT TO MY PERIOD OF SERVICE, AND PROHIBIT ME FROM
COMPETING WITH THE COMPANY UNDER CIRCUMSTANCES NOTED IN THIS AGREEMENT AND/OR FROM SOLICITING



			
	 	 	 
	Confidentiality Agreement
	 	Page 8






 









 




EMPLOYEES AND CUSTOMERS OF THE COMPANY UNDER CIRCUMSTANCES NOTED IN THIS AGREEMENT AFTER MY
SERVICE IS TERMINATED FOR ANY REASON.




[Signature Page Follows]




			
	 	 	 
	Confidentiality Agreement
	 	Page 9







 









 








Dated 3 1 07 and effective as of such date.




	 	 	 	 	 	 

	 	 	/s/ Stuart Page	 
	 	 	 	 
	 	 	Stuart Page	 
	 

	 	Address
	 	2803 WEST LANE DR	 
	 

	 	 	 	HOUSTON, TX, 77627	 






	 	 	 	 	 

	ACCEPTED AND AGREED TO:	 	 
	 
	 	 	 	 
	GLORI OIL LIMITED	 	 
	 
	 	 	 	 
	By:

	 	/s/ John A. Babcock	 	 
	Name:

	 	 

John A. Babcock
	 	 
	Title:

	 	PRESIDENT	 	 






 









 





Exhibit A




			
	 	 	 
	Termination Date:                                         
	 	Deadline for return to Company:                                         






GENERAL RELEASE OF LIABILITY




     Introduction and General
 Information to Employee. Signing this release is one
condition to receiving certain benefits offered by Glori Oil Limited (the “Company”) that are in
addition to anything of value to which you already are entitled. You should thoroughly review and
understand the effect of the release before signing it. To the extent you have any claims covered
by this release, you will be waiving potentially valuable rights by signing. You also are advised
to discuss this release with your attorney. You may take up to 21 days to consider whether or not
to sign this release. However, if you wish to receive the additional benefits that have been
offered to you by the Company, you must sign this release and return it to                     
within the 21-day period, which is indicated above as the “Deadline for Return to Company”.




	1.	 	General Release. In exchange for receiving the additional benefits identified in
my Letter Agreement with the Company dated           ,which I executed on            which additional benefits
are identified in that Letter Agreement in the paragraph entitled “Continued Vesting for
Involuntary Termination. I completely release all claims I may have against the Company or its
affiliated companies or any of their officers, directors, agents, attorneys, representatives,
shareholders, or employees, from the beginning date of my employment to the date I signed this
release.
	 
	2.	 	Extent of Release. This release includes all claims, whether known or unknown, which
I may have that relate in any way either to the time of my employment or my termination of
employment, up to the date I sign this release, except the claims mentioned in paragraph 3
(Exceptions to Release). Some of the types of claims, which I am releasing, although there
also may be others not specifically listed here, are all claims under local, state or federal
law that relate to:






	 	(a)	 	Discrimination on the basis of sex, race, color, national origin, religion,
disability, sexual orientation or veteran status;
	 
	 	(b)	 	Wrongful Discharge (including retaliatory discharge) or any other possible
restrictions on the Company’s ability to terminate its employees at will, including,
but not limited to, (i) violation of public policy, (ii) breach of any express or
implied covenant of the employment contract, and (iii) breach of any covenant of good
faith and fair dealing;
	 
	 	(c)	 	Discrimination on the basis of age, including claims under
the Age Discrimination in Employment Act (the “ADEA”), which is located at 29 United
States Code, Sections 621 through 634 and any applicable state or local law
prohibiting age discrimination; and
	 
	 	(d)	 	Civil actions relating to negligence, compensation, defamation, invasion of
privacy, fraud, misrepresentation, breach of contract, denial of leave or other terms
and conditions of employment, or infliction of emotional or mental distress.





			
	 	 	 
	General Release of Liability
	 	Page 1







 









 








Exhibit A





	3.	 	Exceptions to Release. The only claims that this release does not include, are claims
related to:






	 	(a)	 	The consideration offered for this release;
	 
	 	(b)	 	Any claims that controlling law clearly states may not be released by
settlement; and
	 
	 	(c)	 	Any claims that may arise after the date this release is signed.






	4.	 	21-Day Consideration Period. I understand that I have twenty-one (21) days to
consider this release. However, I knowingly and voluntarily waive the remainder of the
21-day consideration period, if any, following the date I signed this release below. I have
not been asked by the Company to shorten my time-period for consideration of whether to sign
this release. The Company has not threatened to withdraw or alter the benefits due me prior to
the expiration of the 21-day period nor has the Company provided different terms to me because
I have decided to sign the release prior to the expiration of the 21-day consideration
period.
	 
	5.	 	Revocation Period. I understand that I have a seven-day period after signing this
release in which to revoke or rescind my release, by informing [the Chairman of the Board of
Directors] in writing of my decision to revoke or rescind, and that this release will not be
enforceable until the end of the seven-day period. No benefits will be paid or available under
this release until the eighth day after I sign this release.
	 
	6.	 	Return of Property. I understand and agree to return all confidential information,
computer hardware or software, files, papers, memoranda, correspondence, customer lists,
financial data, credit cards, keys, tape recordings, pictures, and security access cards, and
any other items of any nature which were or are the property of the Company. I further agree
not to retain any copies of any such property in my possession or under my control.
	 
	7.	 	Non-disparagement. I agree not to disparage or in any way criticize the Company
and/or its officers, managers, supervisors, employees, investors, agents, advisors, products,
services or technology. However, I understand that nothing contained in this Paragraph is
intended to prevent me from testifying truthfully in any legal proceeding.
	 
	8.	 	Confidentiality. I agree to maintain the confidentiality of this release and will
not disclose in any fashion this release, the reasons for my departure from the Company,
events that occurred during my employment, the amount of the benefits I receive, and/or the
substance or content of discussions involved in this release to any person other than my
attorneys, accountants, and tax advisors as required by appropriate taxing authorities, or
otherwise as required by law.
	 
	9.	 	Binding Agreement. I understand that following the seven-day revocation period, this
release will be final and binding. I promise that I will not pursue any claim that I have
settled by this release. If I break this promise, I agree to pay all of the Company’s costs
and expenses (including reasonable attorneys’ fees) related to the defense of any claims





			
	 	 	 
	General Release of Liability
	 	Page 2







 









 








Exhibit A





	 	 	other than claims under the Older Workers Benefit Protection Act (OWBPA) and the ADEA.
Without regard to the foregoing, I understand that I may challenge the knowing and voluntary
nature of this release under the OWBPA and the ADEA before a court, the Equal Employment
Opportunity Commission (EEOC), or any other federal, state or local agency charged with the
enforcement of any employment laws. I also understand that nothing in this release prevents
me from filing a charge or complaint with or from participating in an investigation or
proceeding conducted by the EEOC or any other federal, state or local agency charged with
the enforcement of any employment laws. However, to the extent I am still entitled to file
an administrative charge with any governmental agency, I release any personal entitlement to
reinstatement, back pay, or any other types of damages or injunctive relief in connection
with any civil action brought on my behalf after my filing of any administrative charge. I
understand, also, that if I pursue a claim against the Company under the OWBPA and/or the
ADEA, a court has the discretion to determine whether the Company is entitled to
restitution, recoupment, or set off (hereinafter “reduction”) against a monetary award
obtained by me in the court proceeding. A reduction never can exceed the amount I recover,
or the consideration I received for signing this release, whichever is less. I also
recognize that the Company may be entitled to recover costs and attorneys fees incurred by
the Company as specifically authorized under applicable law.
	 
	10.	 	General Provisions. The validity of this release shall be construed under Texas law.
WITH RESPECT TO ANY SUIT, ACTION, OR OTHER PROCEEDING ARISING FROM (OR RELATING TO) THIS
RELEASE OR MY EMPLOYMENT WITH THE COMPANY, I IRREVOCABLY AGREE TO THE EXCLUSIVE PERSONAL
JURISDICTION AND VENUE OF ANY UNITED STATES FEDERAL OR TEXAS STATE COURT WITHIN TRAVIS COUNTY,
TEXAS. This release constitutes the complete and total agreement between the Company and me. I
represent that I am not relying on any other agreements or oral representations not fully
expressed in this agreement. I agree that this release shall not be modified, altered, or
discharged except by written instrument signed by an authorized Company representative and me.
The headings in this release are for reference only, and shall not in any way affect the
meaning or interpretation of this release. I further agree that this release may be used as
evidence in a subsequent proceeding in which the Company or I allege a breach of this release
or as a complete defense to any lawsuit. Other than this exception, I agree that this release
will not be introduced as evidence in any legal or administrative proceeding or in any
lawsuit. I agree that should any part of this release be found to be void or unenforceable by
a court of competent jurisdiction, that determination will not affect the remainder of this
release.




I sign this release voluntarily and am not relying on any statement or promise other than
as contained in this release. I agree that I have been and am advised in writing to consult with
an attorney prior to signing this release.





	 		
	Date: ___________________	 	____________________________






			
	 	 	 
	General Release of Liability
	 	Page 3