exv10w11






Exhibit 10.11








November 21,
2006




Dr. Bhupendra Soni

201 Heath Place

Westmont, IL 60559




     
Re: Terms of Offer of Employment 



Dear Bhupendra:




     Glori
Oil Limited (the “Company” or “we”) is pleased to offer you the position of Director of
Microbial Research & Process Development. This letter sets forth the terms of your employment.



     Position and Start Date: You will start on February 1, 2007 and will initially report to the
President of the Company (the “President”). The Company will send you to India for approximately
ten (10) days in December 2006 for training at The Energy and Resources Institute. All legitimate
business expenses during this trip will be paid for by 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.



     Compensation: You will be paid a salary of $16,250 per month ($195,000 annualized), less
applicable taxes, deductions and withholdings (“Base Salary”), payable on the Company’s regular
payroll dates. In addition upon satisfactory review of your performance, you will be paid a bonus
of $25,000 on the first anniversary of your employment (less applicable taxes, deductions and
withholdings). This bonus will be at the discretion of the Company. The Company will also pay
actual moving expenses and three (3) months of temporary rental housing in Houston not to exceed
$15,000.



     In addition, you will be eligible to participate in the Company’s incentive compensation and sales
commission plans as may be established in the sole discretion of the Board of Directors. Such
compensation will be tied to your performance and the performance of the Company.



     Employee Benefits:



     You will be eligible to participate in all present and future medical, dental, vision,
accident and disability plans, and all similar benefits made available generally to employees of
the Company. You also will be eligible to receive paid vacation time. Currently, you will be
eligible for three (3) weeks of paid vacation per year, which shall accrue on a prorated basis.
Beginning your second year of employment, you will be eligible for four (4) weeks of paid vacation
per year, which also shall accrue on a prorated basis. Materials regarding the Company’s employee
benefits are being provided to you under separate cover.



 









 





Dr. Soni

Page 2




     Stock: Contingent upon commencement of your employment you will be granted 620,290 stock
options (“Options”) in the Company. Future grants to you, if any, will be subject to approval by
the Board of Directors. Any shares granted to you shall be subject to vesting and other terms and
conditions as set forth in the Form of Incentive Stock Option Agreement (the “ISO”) to be provided
to you.



     Confidentiality, Proprietary Information and Inventions Assignment, and Non-Compete
Agreement: You will be required, as a condition of your employment with the Company, to sign a
Confidentiality, Proprietary Information and Inventions Assignment, and Non-Compete Agreement in
the form attached hereto (“Proprietary Information and Inventions Agreement” or
“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 which compete
with the Company and non-solicitation of the Company’s employees for a period of time.



     Employment Relationship:



     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.



     Severance 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, then you shall be provided continued Base Salary payment for three months, to be paid
on regular payroll dates.



     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.



     “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 chronic absence from
work for reasons other than illness; (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 GTI Ventures 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.







 









 








Dr. Soni

Page 3




     “Good Reason” shall mean your voluntary resignation within six (6) months following: (i) a
reduction in your Base Salary by more than 20%, other than a reduction that is applicable to all
executive officers of the Company generally; or (ii) a relocation of your principal place of
employment by more than one hundred 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 President.



     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
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 SHAREED
STATES FEDERAL OR TEXAS STATE COURT WITHIN TRAVIS COUNTY, TEXAS.


     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








 









 











Dr. Soni

Page 4



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 December 1, 2006.



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



	 	 	 	 	 
	 	Sincerely,

 	 
	 	/s/ Jonathan Schulhof
 	 
	 	Jonathan Schulhof, Chairman  	 
	 	 	 
	 


I accept this Letter Agreement:




	 	 	 

	/s/ Bhupendra Soni
 

Bhupendra Soni

	 	 







	 	 	Date: November 21, 2006





	 	 	 	 	 	 	 

	Attachments:

	 	 	1.	 	 	Confidentiality, Proprietary Information and Inventions Assignment, and
Non-Compete Agreement
	 
	 	 	 	 	 	 
	 

	 	 	2.	 	 	Form of Incentive Stock Option Agreement
	 
	 	 	 	 	 	 
	 

	 	 	3.	 	 	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 Bhupendra Soni
(“I” or  “me”) and Glori Oil
Limited, a Delaware corporation (the “Company”), is entered into as of
December 2, 2006.



     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:



     I. 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 laws 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 creale 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.




			
	 	 	 
	Confidentiality Agreement
	 	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




			
	 	 	 
	Confidentiality Agreement
	 	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 12/2/06 and effective as of such date.




	 	 	 	 	 

	 

	 	/s/ Bhupendra Soni
 

Bhupendra Soni
	 	 
	 
	 	 	 	 
	 

	 	201 HEARTH PLACE
 

Address
	 	 
	 
	 	 	 	 
	 

	 	WESTMONT, IL 60559
 

Address
	 	 






	 	 	 	 	 

	ACCEPTED AND AGREED TO:	 	 
	 
	 	 	 	 
	GLORI OIL LIMITED	 	 
	 
	 	 	 	 
	By:

	 	/s/  Jonathan Schulhof
 

	 	 
	Name:

	 	Jonathan Schulhof	 	 
	Title:

	 	Chairman	 	 




















 





Form of 
Incentive Stock Option Agreement

under the Glori Oil Limited

2006 Stock Option and Grant Plan




	 	 	 

	Name of Optionee:

	 	NAME (the “Optionee”)
	 
	 	 
	No. of Underlying Shares:

	 	XXXX Shares of Common Stock
	 
	 	 
	Grant Date:

	 	DATE (the “Grant Date”)
	 
	 	 
	Expiration Date:

	 	DATE + 10 Years (the “Expiration Date”)
	 
	 	 
	Option Exercise Price/Share:

	 	$0.xxx (the “Option Exercise Price”)





Pursuant to the Glori Oil Limited 2006 Stock Option and Grant Plan (the “Plan”), Glori Oil Limited,
a Delaware corporation (together with all successors thereto, the “Company”), hereby grants to the
Optionee, who is an employee of the Company or any of its Subsidiaries, an Option to purchase, on
or prior to the Expiration Date (or such earlier date as provided in Section 3 below), all or any
part of the number of shares of Common Stock of the Company indicated above (the “Underlying
Shares,” with such shares once issued being referred to herein and in the Plan as “Option Shares”)
at the Option Exercise Price per share indicated above.



Notwithstanding anything in this Incentive Stock Option Agreement (the “Agreement”) to the
contrary, this Stock Option and any Option Shares shall be subject to, and governed by, all the
terms and conditions of the Plan, including, without limitation, Section 9 thereof concerning
certain restrictions on transfer of Option Shares and related matters. To the extent there is any
inconsistency between the terms of the Plan and of this Agreement, the terms of the Plan shall
control.



All capitalized terms used in this Agreement and not otherwise defined shall have the respective
meanings given such terms in the Plan.




     1. Vesting and Exercisability.



          (a) No portion of this Stock Option may be exercised until such portion shall have vested and
become exercisable. Except as set forth in Section 1(b) below, and subject to the determination of
the Committee in its sole discretion to accelerate the vesting schedule hereunder, this Stock
Option shall be vested and exercisable with respect to the Underlying Shares in accordance with the
following schedule:




	 	 	 

	The date of this option grant, as first written
above:

	 	No shares
	 
	 	 
	One calendar year from the Vesting Start Date
(the “Anniversary Date”):

	 	25% of the Shares
	 
	 	 
	On the last day of each of the first 36 calendar
months after the Anniversary Date:

	 	An additional 1/36 of the Shares






 









 






          (b) In the case of a Sale Event, this Stock Option shall be treated as provided in
Section 4(a) of the Plan.




     2. Exercise of Stock Option. Prior to the Expiration Date (or such earlier date provided in
Section 3 below), the Optionee may exercise this Stock Option by delivering a Stock Option exercise
notice (an “Exercise Notice”) in the form of Appendix A hereto indicating his or her election to
purchase some or all of the Underlying Shares with respect to which this Stock Option is
exercisable at the time of such notice.



     3. Termination of Employment. Except as the Committee may otherwise expressly provide, or as
may otherwise be expressly provided in any employment agreement between the Company and the
Optionee, if the Optionee’s employment with the Company or a Subsidiary terminates, the period
within which the Optionee may exercise this Stock Option may be subject to earlier termination as
set forth below:



          (a) Termination of Employment Due to Death or Disability. If the Optionee’s employment
terminates by reason of such Optionee’s death or disability (as defined in Section 422(c) of the
Code), this Stock Option may be exercised, to the extent exercisable on the date of such
termination, by the Optionee or by the Optionee’s legal representative or legatee for a period of
twelve (12) months from the date of such termination or until the Expiration Date, if earlier.




          (b) Termination for Cause. If the Optionee’s employment is terminated by the Company for
Cause, all Options (unvested and vested) shall terminate immediately.




          (c) Other Termination. If the Optionee’s employment terminates for any reason other than
death or disability or Cause, this Stock Option may be exercised, to the extent exercisable on the
date of such termination, by the Optionee for a period of three (3) months from the date of
termination or until the Expiration Date, if earlier.




          (d) Treatment of Unvested Options on Termination of Employment. Any portion of this Stock
Option that is not exercisable on the date of termination of the Optionee’s employment with the
Company, for any reason, shall terminate immediately and be null and void and of no further force
and effect.




     4. Status of Stock Option. The Optionee understands that, while this Stock Option is intended
to qualify as an “incentive stock option” as defined in Section 422 of the Code to the extent
permitted under applicable law, the Company makes no representation or warranty that this Stock
Option will, in fact, so qualify. In order to obtain the benefits of an incentive stock option
under Section 422 of the Code, the Optionee understands that this Stock Option must be exercised
within three (3) months after termination of employment or within twelve (12) months after
termination of employment if such termination is due to death or disability; provided, that in no
event may this Stock Option be exercised after the Expiration Date. The Optionee further
understands that, to obtain such benefits, no sale or other disposition may be made of Option
Shares for which incentive stock option treatment is desired within the one-year period beginning
on the day after the day of the transfer of such Option Shares to him or her, nor within the
two-year period beginning on the day after the Grant Date of this Stock Option. If the Optionee
disposes (whether by sale, gift, transfer or otherwise) of any such Option Shares within
either of these periods (a “disqualifying disposition”), he or she will notify the Company within
thirty (30) days after such disposition. The Optionee also agrees to provide the Company with any
information concerning any such dispositions required by the Company for tax purposes. Further, to
the extent Underlying Shares and any other incentive stock options of the Optionee having an
aggregate Fair Market Value in excess of $100,000 (determined as of the Grant Date) vest in any
year, such options will not



2









 




qualify as incentive stock options. To the extent that any portion of the Stock Option does not
qualify as an incentive stock option, whether due to a disqualifying disposition or otherwise, it
shall be deemed a non-qualified stock option.




     5. Miscellaneous Provisions.



          (a) Change and Modifications. This Agreement may not be orally changed, modified or
terminated, nor shall any oral waiver of any of its terms be effective. This Agreement may be
changed, modified or terminated only by an agreement in writing signed by the Company and the
Optionee.




          (b) Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of Delaware without regard to conflict of law principles.




          (c) Notices. All notices, requests, consents and other communications shall be in writing and
be deemed given when delivered personally, by telex or facsimile transmission or when received if
mailed by first class registered or certified mail, postage prepaid. Notices to the Company or the
Optionee shall be addressed as set forth underneath their signatures below, or to such other
address or addresses as may have been furnished by such party in writing to the other.




          (d) Counterparts. For the convenience of the parties and to facilitate execution, this
Agreement may be executed in two or more counterparts, each of which shall be deemed an original,
but all of which shall constitute one and the same document.




[SIGNATURE PAGE FOLLOWS]






3









 








     The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed
to by the undersigned as of the date first above written.



	 	 	 	 	 	 	 	 	 	 	 

	 	 	GLORI OIL LIMITED	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 	 	 
	 	 	 	 	 




	 	 	 	 	Name:
	 	 	 	 	Title:
	 	 	 	 	 
	 	 	Address:	 	4315 South Drive	 	 	 	 
	 

	 	 	 	 	 	Houston, TX 77053	 	 	 	 





The undersigned hereby acknowledges receiving and reviewing a copy of the Plan, including, without
limitation, Section 9 thereof, and understands that the Stock Option granted hereby is subject to
the terms of the Plan and of this Agreement. This Agreement is hereby accepted, and the terms and
conditions thereof and of the Plan hereby agreed to, by the undersigned as of the date first above
written.




	 	 	 	 	 
	 

	 	OPTIONEE:	 	 
	 
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Address:	 	 






	 	 	 	 	 
	DESIGNATION OF BENEFICIARY:
	 	 	 	 
	 

	 	 

	 	 





Beneficiary’s Address:






4









 






SPOUSE’S CONSENT



The undersigned hereby acknowledges receiving and reviewing a copy of the Plan, including, without
limitation, Section 9 thereof, and understands that the Stock Option granted hereby is subject to
the terms of the Plan and of this Agreement. This Agreement is hereby accepted, and the terms and
conditions hereof and of the Plan are hereby agreed to, by the undersigned as of the date first
above written.




	 	 	 	 	 

	 

	 	SPOUSE:	 	 
	 
	 	 	 	 
	 

	 	 

Name:
	 	 
	 
	 	 	 	 
	 

	 	Address:	 	 






5









 










Appendix A




STOCK OPTION EXERCISE NOTICE




	 	 	 

	GLORI OIL LIMITED
	 	 
	Attention: Chief Financial Officer
	 	 
	 	 	 	 	 
	 


	 	 
	 


	 	 






     Pursuant to the terms of the stock option agreement between myself and Glori Oil Limited (the
“Company”) dated __________ (the “Agreement”), under the Company’s 2006 Stock Option and Grant
Plan, I, [Insert Name] _____________________ , hereby [Circle One] partially/fully exercise such
Stock Option by including herein payment in the amount of $ ______ representing the purchase price
for [Fill in number of Underlying Shares] _______ Option Shares. I have chosen the following
form(s) of payment:



	 	 	 	 	 	 	 	 	 	 	 

	 

	 	[ ]
	 	 	1.	 	 	Cash

	 

	 	[ ]
	 	 	2.	 	 	Certified or bank check payable to Glori Oil Limited

	 

	 	[ ]
	 	 	3.	 	 	Other (as described in the Plan (please describe))






     In connection with my exercise of the Stock Option as set forth above, I hereby
represent and warrant to the Company as follows:




          (i) I am purchasing the Option Shares for my own account for investment only, and
not for resale or with a view to the distribution thereof.




          (ii) I have had such an opportunity as I have deemed adequate to obtain from the
Company such information as is necessary to permit me to evaluate the merits and risks of my
investment in the Company and have consulted with my own advisers with respect to my investment in
the Company.




          (iii) I have sufficient experience in business, financial and investment matters to
be able to evaluate the risks involved in the purchase of the Option Shares and to make an informed
investment decision with respect to such purchase.




          (iv) I can afford a complete loss of the value of the Option Shares and am able to
bear the economic risk of holding such Option Shares for an indefinite period of time.




          (v) I understand that the Option Shares may not be registered under the Securities
Act of 1933 (it being understood that the Option Shares are being issued and sold in reliance on
the exemption provided in Rule 701 thereunder) or any applicable state securities or “blue sky”
laws and may not be sold or otherwise transferred or disposed of in the absence of an effective
registration statement under the Securities Act of 1933 and under any applicable state securities
or “blue sky” laws (or exemptions from the registration requirements thereof). I further
acknowledge that certificates representing Option Shares will bear restrictive legends reflecting
the foregoing.




          (vi) I understand and agree that the Option Shares when issued will continue to be
subject to the Plan, including Section 9 thereof.



 









 





	 	 	 	 	 

	 

	 	Sincerely yours,	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 

	 	Name:	 	 
	 
	 	 	 	 
	 

	 	Address:	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 







 











 





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 “severance 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