ex1027form8k050110.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
10.27

     

    


     

     

    SEPARATION
AGREEMENT AND RELEASE

     

     

            This
Separation Agreement and Release (“Agreement”) is made as of the date written
below by and between Caspian Services (the “Company”) and John Baile (the
“Employee”).

     

            WHEREAS, Employee was employed
by the Company as CFO; and

     

             WHEREAS,
Employee’s employment with the Company shall terminate as of
May 1st, 2010 (the “Termination Date”); and

     

            WHEREAS, the Company has
agreed to provide Employee with valuable consideration to facilitate Employee’s
transition from the Company; and

     

            WHEREAS, Employee has agreed
to release the Company from any claims arising from or related to Employee’s
employment relationship with the Company other than any claims relating to
indemnity of or contribution to the Employee by the Company as authorized under
all applicable laws and the bylaws of the Company; and

     

            WHEREAS, this Separation
Agreement and Release supersedes all previous oral and written agreements
regarding Employee’s employment or participation in any venture with, the
Company and any of its affiliates or predecessors.

     

            NOW THEREFORE, in
consideration of the mutual promises made herein, the Company and Employee
(jointly referred to as the “Parties”) hereby agree as follows:

     

            1.    Consideration:
The Company agrees to provide to Employee: 1) a separation payment in the total
amount of $150,000, said payment to be paid to Employee within seven days of the
termination date. Employee will be solely responsible for payment of all taxes
due under state and federal law resulting from the payment of the Consideration
by the Company to the Employee.

     

            2.    Benefits:
Employee’s medical insurance benefits will continue until December 31st
2010. Employee will not be entitled to accrual of any employee benefits,
including, but not limited to, vacation and personal time off benefits, after
the Termination Date.

     

            3.    Payment of Salary
and Consulting Fees: Employee acknowledges and represents that the
Company has paid all salary, wages, bonuses, earned but unused vacation, and any
and all other benefits and compensation due to Employee up to the Termination
Date. Employee acknowledges and agrees that he is not eligible or entitled to
receive any type of bonus payment by the Company for the fiscal year 2010. In
the event that the Company retains the services of the Employee after the date
hereof, a separate agreement for compensation shall be negotiated and
executed.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

            4.    Release of
Claims:

     

            (a)  By
Employee

     

            Except
as to the right of indemnification under the Company’s organizational documents
for actions taken within the scope of Employee’s employment with the Company,
Employee agrees that the foregoing Full Consideration represents settlement in
full of all outstanding obligations owed to Employee by the Company and its
officers, directors, managers, supervisors, agents and employees. Employee
hereby and forever releases the Company and its officers, directors, employees,
managers, supervisors, agents, investors, shareholders, administrators,
affiliates, divisions, subsidiaries, predecessor and successor corporations, and
assigns (“the Releasees”) from, and agrees not to sue concerning, or, in any
manner to institute, prosecute or pursue, any claim, complaint, charge, duty,
obligation or cause of action relating to any matters of any kind, whether
presently known or unknown, suspected or unsuspected, disclosed or undisclosed,
liquidated or contingent, that Employee may possess against any of the Releasees
arising from any omissions, acts or facts that have occurred up until and
including the Effective Date of this Agreement including, without
limitation,

     

            (1)  any
and all claims or demands, directly or indirectly, relating to or arising out of
Employee’s employment relationship with the Company, including, but not limited
to claims under the employment relationship with the Company, the termination of
that relationship, salary, bonuses, commissions, stock, stock options, or any
ownership interest in the Company, vacation pay, personal time off, fringe
benefits, expense reimbursements, or any other form of compensation; however,
Employee shall have thirty (30) days after Termination Date within which to
submit requests for reimbursement for expenses.

     

            (2)  any
and all claims for wrongful discharge of employment; termination in violation of
public policy; discrimination; harassment; retaliation; breach of contract, both
express and implied; breach of a covenant of good faith and fair dealing, both
express and implied; promissory estoppel; negligent or intentional infliction of
emotional distress; negligent or intentional misrepresentation; negligent or
intentional interference with contract or prospective economic advantage; unfair
business practices; defamation; libel; slander; negligence; personal injury;
assault; battery; invasion of privacy; false imprisonment; conversion; workers’
compensation and disability benefits;

     

            (3)  any
and all claims for violation of federal, or any state, constitution, law or
statute;

     

            (4)  any
and all claims arising out of any other laws and regulations relating to
employment or employment discrimination; and

     

            (5)  any
and all claims for attorneys’ fees and costs, except for any such rights to
indemnity of expenses of the Employee by the Company according to applicable
laws and applicable indemnity provisions of the Company.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

            Employee
agrees that in the event that he brings a claim covered by this release in which
he seeks damages or other remedies against the Company or in the event he seeks
to recover against the Company in any claim brought by a government agency on
his behalf, this Agreement shall serve as a complete defense to such
claims.

     

            Employee
acknowledges and agrees that any breach of this paragraph shall constitute a
material breach of the Agreement, and shall entitle the Company immediately to
recover the monetary consideration described in Paragraph 1 above, in
addition to all other remedies available. Employee shall also be responsible to
the Company for all costs, attorneys’ fees and any and all damages incurred by
the Company in: (a) enforcing these obligations, including the bringing of
any action to recover the monetary consideration, and (b) defending against
a claim brought or pursued by Employee in violation of the provisions of this
paragraph regarding release of claims.

     

            Employee
agrees that the release set forth in this section shall be and remain in effect
in all respects as a complete general release as to the matters released. This
release does not extend to any obligations incurred under this
Agreement.

     

    Notwithstanding anything to the
contrary herein, nothing herein shall constitute a surrender of any rights of
the Employee to participate fully as a shareholder of the Company.

     

            (b)  By
Company

     

            Except
as to any matter in which the Employee has acted wrongfully or outside the scope
of his employment to the injury or damage of any third-party, as determined by a
court of competent jurisdiction, this Agreement represents settlement in full of
all obligations, claims, and disputes between Employee and Company. Company, on
behalf of itself and on behalf of any company, partnership, limited liability
company, joint venture, or any other person or entity with which Company is
affiliated or its officer(s), director(s), partner(s), shareholder(s), member(s)
or controlling person(s), as well as on behalf of any other party claiming by or
through Company, agree(s) to full and complete settlement, release and discharge
of all past, present and future claims, demands, actions, liabilities,
obligations, losses, damages and compensation, whether known, unknown, suspected
or unsuspected, whether based on tort, contract, equity, statute or any other
theory of recovery against Employee, Employee’s past, present and future agents,
representatives, spouses, heirs and successors in interest; provided, however,
that the foregoing release shall not operate to release Company from its
obligations, representations and covenants to comply with its obligations under
this Agreement, it being understood that the same shall survive the execution of
this Agreement.

     

            5.    No Future
Lawsuits: Employee represents that he does not currently intend to bring
any claims on behalf of Employee or on behalf of any other person or entity
against the Company or any other person or entity referred to
herein.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

            Employer
represents that it does not currently intend to bring any claims on behalf of
Company against Employee or cooperate with any other person or entity in
bringing a claim against Employee.

     

            6.    Preservation of
Trade Secrets and Confidential Information: Employee  agrees to
retain as confidential information belonging to the Company all information
regarding the Company obtained by the Employee during the term of employment,
except information publicly disclosed by the Company or information required to
be disclosed by judicial subpoena or court order.

     

            7.  Returning Company
Property. Employee agrees to deliver to the Company on or before the
Termination Date, or destroy in a manner sufficient to ensure confidentiality
and not to keep in his possession, recreate or deliver to anyone else, any and
all devices, records, data, notes, reports, e-mail messages, proposals, lists,
correspondence, specifications, drawings, blueprints, sketches, materials,
equipment, other documents or property, reproductions of any aforementioned
items, or electronically stored or accessible copies or versions of such items,
which were provided to Employee by the Company, developed or obtained by
Employee as a result of his employment with the Company, or otherwise belonging
to the Company, its successors or assigns.

     

            8.  Confidentiality:
Except as required by law, Employee agrees to maintain in complete confidence
the existence of this Agreement, the contents and terms of this Agreement and
the consideration for this Agreement (hereinafter collectively referred to as
“Separation Information”). Except as required by law or in communications with
immediate family members, Employee agrees to disclose Separation Information
only to those attorneys, accountants, tribunals and governmental entities who
have a reasonable need to know of such Separation Information, and to prevent
disclosure of any Separation Information by them or by family members to other
third parties. Employee agrees that there will be no publicity, directly or
indirectly, concerning any Separation Information, unless required by any
reporting laws or regulations or any other state or federal law, statute or
regulation.

     

            9.  No Cooperation
With Others: Employee agrees that other than required by law, he will not
counsel or assist any attorneys or their clients in the presentation or
prosecution of any disputes, differences, grievances, claims, charges, or
complaints by any third party against the Company and/or any officer, director,
employee, agent, representative, shareholder or attorney of the Company, unless
under a subpoena or other court order to do so. Employee further agrees that he
will not knowingly encourage, advise or assist any Company employee or former
Company employee to prosecute any claim, charge or complaint against any of the
Releasees.

     

            10.  Non-Disparagement:
The Company and Employee mutually agree that the terms of the separation of
Employee are amicable and mutually acceptable and each agree with the other that
neither shall malign, defame, blame, or otherwise disparage the other, either
publicly or privately regarding the past of future business or personal affairs
of the Company or Employee, or any other officer, director or employee of the
Company.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

            11.  No Admission of
Liability: Employee and Company understand and acknowledge that this
Agreement constitutes a compromise and settlement of any and all potential
disputed claims. No action taken by the Company hereto, either previously or in
connection with this Agreement, shall be deemed or construed to be (a) an
admission of the truth or falsity of any potential claims or (b) an
acknowledgment or admission by the Company of any fault or liability whatsoever
to Employee or to any third party.

     

            12.  Costs: The
Parties shall each bear their own costs, expert fees, attorneys’ fees and other
fees incurred in connection with this Agreement.

     

            13.  Arbitration:
The Parties agree that any and all disputes arising out of the terms of this
Agreement, their interpretation, including any potential claims of
discrimination, harassment, retaliation, wrongful termination, or breach of
contract, and any of the matters herein release, shall be subject to Binding
Arbitration in Salt Lake City, Utah before the American Arbitration Association
under its national rules for the resolution of employment disputes, or by a
retired judge to be mutually agreed upon. The Parties agree that the prevailing
party in any arbitration shall be entitled to injunctive relief in any court of
competent jurisdiction to enforce the Arbitration award. The parties agree that
the prevailing party in any arbitration shall be awarded its reasonable
attorneys’ fees and costs to the extent provided by law. Employee expressly
acknowledges that he is waiving any right to a jury trial for any and all claims
covered by this Agreement.

     

            14.  No
Representations: Employee represents that he has had the opportunity to
consult with an attorney, and has carefully read and understands the scope and
effect of the provisions of this Agreement. Employee has not relied upon any
representations or statements made by the Company regarding the subject matter
of this Agreement which are not specifically set forth in this
Agreement.

     

            15.  Severability:
In the event that any provision or any portion of any provision hereof becomes
or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said
provision or portion of provision, unless the absence of that provision or
portion materially alters the rights and obligations of the signatories under
this Agreement.

     

             16.
Entire
Agreement: This Agreement represents the entire agreement and
understanding between the Company and Employee concerning Employee’s employment
with and separation from the Company and the events leading thereto and
associated therewith, and supersedes and replaces any and all prior agreements
and understandings concerning Employee’s relationship with the Company, with the
exception of service as a director of the Company.

     

            17.  No Oral
Modification: This Agreement may only be amended in writing signed by
Employee and the Company’s Chief Executive Officer.

     

            18.  Governing
Law: The laws of the State of Utah shall govern this
Agreement.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

            19.  Counterparts:
This Agreement may be executed in counterparts, and each counterpart shall have
the same force and effect as an original and shall constitute an effective,
binding agreement on the part of each of the undersigned.

     

            20.  Voluntary
Execution of Agreement: This Agreement is executed voluntarily and
without any duress or undue influence on the part or behalf of the Parties
hereto, with the full intent of releasing all claims. The Parties acknowledge
that:

     

            (a)  They
have read this Agreement;

     

            (b)  They
have been represented in the preparation, negotiation, and execution of this
Agreement by legal counsel of their own choice or that they have voluntarily
declined to seek such counsel;

     

            (c)  They
understand the terms and consequences of this Agreement and of the releases it
contains;

     

            (d)  They
are fully aware of the legal and binding effect of this Agreement;

     

            (e)  Each
signatory has full power and authority (including corporate power and authority)
to execute this Agreement; and

     

            (f)    It
is expressly understood and agreed that the acceptance of the above mentioned
promises and covenants is a full accord and satisfaction of all known or unknown
claims, and each Party covenants to the other Party that no other claims are
known or contemplated.

     

     

            IN
WITNESS WHEREOF, the Parties have executed this Agreement on the respective
dates set forth below.

     

    
      	 
      	 
      	
              CASPIAN
      SERVICES, INC.

            
	 
      	 
      	 
      	 
      
	
               

            	 
      	
              By

            	 
      
	
              Dated:
      April 30, 2010

            	 
      	 
      	
              Kerry
      Doyle, CEO

            
	 
      	 
      	 
      	 
      
	
               

               

              Dated:
      April 30, 2010

            	 
      	 
      	
              John Baile, an
      individual

              
                 

                 

              

            
	 
      	 
      	 
      	

              John
      Baile