Unassociated Document


    SEVERANCE
      AND CONSULTING AGREEMENT

     

    This
      Severance and Consulting Agreement ("Agreement") is made by and between
      Concentric Energy Corp., a Nevada corporation ("Company"), and Thomas Fudge,
      an
      individual ("Fudge") (collectively the "Parties").

     

    RECITALS

     

    A. Company
      employed Fudge as Chief Executive Officer and President. Fudge's employment
      was
      terminated and Company will provide Fudge with severance benefits on the terms
      and subject to the conditions set forth herein. The parties hereby confirm
      their
      understanding that the termination relates to the Company’s desire to recruit a
      CEO position with greater experience in conducting initial public offerings,
      and
      not to job performance issues. 

     

    B. Company
      desires to retain the service of Fudge in a consulting capacity for a period
      of
      three (3) months on the terms and subject to the conditions set forth herein.
      

     

    C. For
      and
      in consideration of the mutual promises and covenants in this Agreement, and
      for
      other good and valuable consideration, the receipt and sufficiency of which
      is
      hereby acknowledged, the Parties agree as follows:

     

    AGREEMENT

     

    1.0 Separation
      from Company. 

    


    1.1 Termination
      of Engagement as Officer.
      Company
      and Fudge agree that Fudge’s employment as an officer of Company terminated on
      December 21, 2007 (“Separation Date”) and that such termination is effective as
      to all capacities and titles held by Fudge with respect to Company and its
      subsidiaries and affiliates. Fudge acknowledges that as of the Separation Date,
      he has been paid all wages and other sums due to him within the time frames
      required by law. 

    


    1.2 Resignation
      as Director.
      Effective as of the Separation Date, Fudge resigns as a member of the Company’s
      Board of Directors. 

     

    2.0 Compensation;
      Consulting Agreement; Further Agreements.

     

    2.1.1 Severance.
      Company
      shall pay Fudge severance pay equivalent to six (6) months of salary in the
      amount of $13,750 per month ($82,500 total). This payment shall be made to
      Fudge
      in monthly payments (and, to the extent legally permissible, shall be treated
      as
      1099 income). Fudge acknowledges that this severance amount is a benefit
      provided him in return for his execution of this Agreement. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.1.2 Stock.
      In the
      event this Agreement is executed by December 28, 2007, Company shall grant
      Fudge
      (a) 60,000 shares of restricted stock for which the vesting will not occur
      until
      the time of an initial public offering of the Company; (b) 20,000
      non-transferable warrants to acquire shares of the Company’s stock at $7 per
      share; provided, however, that such warrants shall not be exercisable if the
      Company does not complete a private placement of its equity securities or other
      financing with gross proceeds of at least $2.0 million and (c) 20,000
      non-transferable warrants to acquire shares of the Company’s stock at $12 per
      share; provided, however, that such warrants shall not be exercisable if the
      Company does not complete either (1) any private financing with a private
      placement price of $12 or more per share or (2) any public offering where the
      trading price per share is $12 or more with gross cash proceeds an initial
      public offering of its equity securities with gross proceeds of more than $5
      million. 

     

    All
      shares issued to Fudge hereunder or upon exercise of any outstanding options
      or
      warrants (or otherwise after the date of this Agreement) shall, prior to the
      time of the Company’s initial public offering or three years, whichever comes
      first, be subject to (a) a right of the Company to reacquire such shares at
      the
      original purchase price in the event of a breach of this Agreement by Fudge,
      (b)
      a right of first refusal in favor of the Company in the event Fudge attempts
      to
      transfer such shares, and (c) an irrevocable proxy granted to the board of
      the
      Company to vote such shares on all matters. The Company shall retain the
      certificates for such shares until the period lapses for these
      conditions.

     

    2.1.3. Additional
      Consideration.  

     

    (a)
      At
      signing, Fudge shall receive a signing amount of $25,000. 

     

    (b)
      In
      the event that Fudge signs this Agreement on or before December 28, 2007, (i)
      upon, and subject to, the Company’s successful completion of a private placement
      of its securities within six months of this Agreement, Fudge shall receive
      an
      additional payment of 2.5% per each one million of the gross proceeds received
      by the Company, up to a total maximum payment of $125,000, and (ii) upon, and
      subject to, the Company’s successful completion of an initial public offering of
      its securities (or business combination in which the Company’s board of
      directors remains in control of the Company) with proceeds of $20 million within
      12 months of this Agreement, Fudge shall receive an additional payment of
      $100,000, with an additional payment $25,000 for each $5 million of gross
      proceeds to the Company in such transaction up to a total maximum payment of
      $225,000.

     

    2.1.4.
      Payment
      of Amounts Owed.
      At
      signing, the Company shall pay Fudge any reimbursements, loans, or other amounts
      owed to Fudge for advances to the Company, including repayment of convertible
      note in the amount of $47,925 ($45,000 in principal and $2,925 in interest
      to
      December 31, 2007). 

     

    2.2 Medical
      Benefits.
      Fudge
      shall receive an allowance for medical benefits of $750 per month for a period
      of six months. If Fudge is eligible to continue these benefits through COBRA,
      more information regarding COBRA will follow under separate cover from Company’s
      insurance provider. 

     

    2.3 Vacation
      Pay.
      Company
      has paid Fudge through the Separation Date all accrued but unused vacation
      or
      paid time off. 

     

    2.4. Consulting
      Services. For
      a
      period of three (3) months, Fudge shall provide up to 10 hours per month of
      consulting services to Company with respect to the technical report being
      prepared by Agapito Associates, including without limitation providing
      assistance to Company personnel in connection with the preparation and review
      of
      such report. Fudge shall simultaneous copy Company on all written or electronic
      communications to or from Agapito Associates. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.5 Contacts.
      Fudge
      agrees that he shall not initiate contacts to discuss the Company or its
      business with any shareholders, employees or vendors of the Company, or the
      principals thereof (including specifically E-VAT, Kvaerner, Mountain States,
      Kleinfelder, Pillsbury Winthrop or Gallagher & Kennedy), other than pursuant
      to his consulting duties hereunder with Agapito Associates. Fudge agrees that
      he
      shall promptly refer to the Company counsel, by email (bdravis@downeybrand.com,
      or such
      other address as is provided by the Company) all contacts to him initiated
      by
      shareholders, employees or vendors to discuss the Company or its business,
      and
      that he shall not respond to such contacts other than to notify them that he
      is
      referring their contact to the Company.

     

    2.6 Relocation.
      The
      Company shall provide $15,000 to assist Fudge in relocating from, and to meet
      temporary housing costs in, the Phoenix area following the termination. The
      Company shall allow Fudge to continue to store a small amount of personal
      furniture in the Wickenburg warehouse and upon 24 hours notice to the Company
      retrieve said furniture during normal business hours (unless other arrangements
      are expressly made in advance) when relocating from the Phoenix
      area.

     

    3.0 Sufficiency
      of Consideration.
      Company
      and Fudge specifically agree that the consideration provided to Fudge pursuant
      to Section 2.1 is good and sufficient consideration for this
      Agreement.

     

    4.0 Mutual
      Release.
      In
      consideration of the mutual promises and covenants in this Agreement, Fudge
      and
      the Company hereby each release the other of and from all claims, demands,
      damages, actions, causes of action, liens, agreements, covenants, obligations,
      controversies, debts, costs, expenses, judgments, orders and liabilities of
      whatever kind or nature, whether known or unknown, whether in law, equity or
      otherwise, which either of them may have against the other, including any claims
      that are not known or asserted at this time. The Company agrees to take whatever
      steps are necessary to remove Fudge as co-signer from the F-350 and F-450 load
      agreements. Without limitation, Fudge further agrees: 

     

    4.1 Filing
      of Actions.
      That he
      has not filed and will refrain from filing on his own or from participating
      with
      any third party in filing any action or proceeding against Company, its
      subsidiaries or parents, any member of the Board of Directors in any of their
      capacities, including individually, its present or former employees, officers,
      directors, agents, shareholders or affiliates (hereinafter "Released Parties")
      with any administrative agency, board, or court relating to the termination
      of
      Fudge's employment as of the Separation Date, or any acts related to Fudge's
      employment with Company occurring prior to the Separation Date..

     

    4.2 Dismissal.
      That if
      any agency, board or court assumes jurisdiction of any action against the
      Released Parities arising out of the termination of Fudge's employment or any
      acts related to Fudge's employment with Company occurring prior to the
      Separation Date, Fudge will direct that agency, board or court to withdraw
      or
      dismiss the matter, with prejudice, and will execute any necessary paperwork
      to
      effect the withdrawal or dismissal, with prejudice.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.3 Mutual
      Indemnification. Each of Fudge and the Company agrees to indemnify the other
      for
      all costs, damages, losses or expenses incurred to third parties arising out
      of
      a breach of this Agreement, or arising from actions taken by the other prior
      to
      the date of this Agreement, including, without limitation, any shareholder
      actions. No indemnification shall be required with respect to any matters
      arising before the date of this Agreement which have been specifically disclosed
      by one party to the other and attached as an exhibit hereto

     

    5.0 Compromise
      and Settlement.
      Fudge,
      in consideration of the promises and covenants made by Company in this
      Agreement, hereby compromises, settles and releases Company and Released Parties
      from any and all past, present, or future claims, demands, obligations or causes
      of action, whether based on tort, contract, or other theories of recovery
      arising from the employment relationship between Company and Fudge, and the
      termination of the employment relationship. Such claims include those Fudge
      may
      have or has against Company or Released Parties.

     

    6.0 Waivers.
      The
      Parties acknowledges that the mutual release contained in this Agreement applies
      to all known or unknown, foreseen or unforeseen, injury or damage arising out
      of
      or pertaining to his employment relationship with Company and its termination,
      and expressly waives any benefits any Party he may have under any applicable
      law
      respecting assertion of unknown claims. 

     

    7.0
      Non-Competition;
      Non-Solicitation.
      For a
      period of two years from the date hereof, Fudge hereby covenants and agrees
      with
      Company that Fudge will not, either directly or indirectly, engage or consult
      with any uranium mining business or company with significant uranium mining
      activities reasonably determined by the Company (upon at least two weeks prior
      notice from Fudge) to conflict the Company or its business; nor shall he engage
      or consult with any public shell, public or private equity group, or other
      investor which intends or considers undertaking an acquisition in whole or
      in
      part of the Company or its assets (including specifically Ralph Kettell or
      his
      affiliates). For a period of two years from the date hereof, Fudge will not,
      either for Fudge or for any other party, directly or indirectly, solicit, induce
      or attempt to induce any then existing employee, consultant or contractor of
      Company or any of its affiliates or any prospective employee, consultant or
      contractor to which Company or any of its affiliates has offered employment
      or a
      consulting or contracting relationship to (i) not accept employment with Company
      or any of its affiliates, (ii) to terminate his or her employment or his, her
      or
      its services with, Company or any of its affiliates or (iii) to take employment
      with a party other than Company or an affiliate of Company.

     

    In
      the
      event the two-year term of this non-competition and non-solicitation obligation
      is found to be unenforceable, the parties agree that the term shall be deemed
      to
      be considered four consecutive six-month terms, each of which shall be
      separately enforceable to the maximum extent permitted by law.

     

    8.0 No
      Admission of Liability.
      Fudge
      acknowledges that neither this Agreement, nor payment of any consideration
      pursuant to this Agreement, shall be taken or construed to be an admission
      or
      concession of any kind with respect to alleged liability or alleged wrongdoing
      against Fudge by Company. Company specifically asserts that all actions taken
      with regard to Fudge were proper and lawful and affirmatively denies any
      wrongdoing of any kind.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.0 Confidentiality.
      Fudge
      agrees to keep the terms and amount of this Agreement completely confidential,
      except that Fudge may discuss this Agreement with his attorney, accountant,
      or
      other professional advisor who may assist Fudge in evaluating or reviewing
      this
      Agreement or the tax implications of this Agreement. Company agrees to keep
      the
      terms of this Agreement confidential except as to those employees, officers,
      agents, or directors of Company who have a need to know the terms of this
      Agreement and except as required by law, including the securities
      laws.

     

    10.0 Confidential
      Information.
      Company
      has developed, compiled and owns certain proprietary techniques and confidential
      information that have great value in its business. This information includes,
      but is not limited to, any and all information (in any medium, including but
      not
      limited to, written documents and electronic files) concerning unpublished
      financial data, marketing and sales data, product and product development
      information, customer lists and preferences, employee lists, equipment programs,
      contracts, licensing agreements, processes, formulas, trade secrets, inventions,
      discoveries, improvements, data, know-how, formats, marketing plans, business
      plans, strategies, forecasts, maps, feasibility studies, databases, geological
      and technical studies, blueprints, shareholder information, mining plans,
      historic data, and supplier and vendor identities, characteristics and
      agreements ("Confidential Information"). Fudge has had access to confidential
      information of persons or entities for whom Company performs services, or from
      whom Company or Fudge has obtained information ("Customers"). Confidential
      Information includes not only information disclosed by Company or its Customers
      to Fudge in the course of Fudge's employment with Company, but also information
      developed or learned by Fudge during the course of Fudge's employment with
      Company. Confidential Information is to be broadly defined.

     

    Fudge
      acknowledges that during Fudge's employment with Company, Fudge has had access
      to such Confidential Information. Fudge agrees that at all times after Fudge's
      employment with Company is terminated, Fudge will (i) hold in trust, keep
      confidential, and not disclose to any third party or make any use of the
      Confidential Information of Company or its Customers; (ii) not cause the
      transmission, removal or transport of Confidential Information of Company or
      its
      Customers; (iii) not publish, disclose, or otherwise disseminate Confidential
      Information of Company or its Customers..

     

    11.1 Mutual
      Non-Disparagement.
      Company
      and Fudge agree that neither will utter, publish or otherwise disseminate any
      oral or written statement that disparages or criticizes the other party or
      that
      damages the other party's reputation. Fudge also agrees not to utter, publish
      or
      otherwise disseminate any oral or written statement that disparages or
      criticizes the Released Parties, or that damages the Released Parties'
      reputations. Any violation of this Section by Fudge will constitute a material
      breach of this Agreement terminating Company's obligation to pay severance
      under
      Section 2 of this Agreement. Any violation of this Section by the Company will
      constitute a material breach of this Agreement for which Fudge shall be entitled
      to require a written retraction; the Company shall reimburse Fudge for legal
      fees and court costs reasonably incurred in enforcing this provision.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    11.2 Disparagement
      Through Third Parties.
      Company
      and Fudge agree that neither will indirectly, or through the use of third
      parties, utter, publish or otherwise disseminate any oral or written statement
      that disparages or criticizes the other party or that damages the other party's
      reputation. Fudge also agrees that he will not indirectly, or through the use
      of
      third parties, utter, publish or otherwise disseminate any oral or written
      statement that disparages or criticizes the Released Parties, or that damages
      the Released Parties' reputations. Any violation of this Section by Fudge will
      constitute a material breach of this Agreement terminating Company's obligation
      to pay severance under Section 2 of this Agreement. Any violation of this
      Section by the Company will constitute a material breach of this Agreement
      for
      which Fudge shall be entitled to require a written retraction; the Company
      shall
      reimburse Fudge for legal fees and court costs reasonably incurred in enforcing
      this provision. 

     

    11.3 Cooperation
      on Announcement.
      The
      Company and Fudge shall jointly approve the written announcement relating to
      Fudge’s termination, and shall cooperate on the preparation of the announcement
      to Company staff about the termination. 

     

    12.0 Company
      Property.
      On or
      before Fudge's Separation Date, Fudge shall return to Company all Company
      property in his possession including, but not limited to, keys, phones and
      accessories, laptop computers and accessories, original and all copies of any
      written, recorded, or computer-readable information about Company's practices,
      procedures, files, trade secrets, pricing, customer lists, shareholder lists,
      product cultivation or marketing associated with Company's business. Fudge
      hereby certifies that he has not retained any copies of Confidential Information
      on his personal computer or in any other form, nor has he transferred or caused
      to be transferred such material to any third party (other than those disclosed
      in a separate attachment hereto provided to the Company). Company shall provide
      Fudge with a new replacement laptop computer equivalent to his existing laptop
      (including applications), and shall transfer personal files extracted from
      the
      existing laptop computer with Fudge’s cooperation. Fudge shall provide Company
      with electronic copies of all Confidential Information and Company information
      resident on any other computers under his control not surrendered to the
      Company, and hereby certifies that he has removed such files from his computer,
      does not retain any copies (in electronic form or otherwise) of such files,
      and
      has not transmitted or caused to be transmitted such files to any third party.
      Any use or disclosure of the foregoing Company intellectual property shall
      result in the immediate revocation of the release granted to Fudge hereunder,
      and result in Fudge forfeiting any unpaid payments hereunder, and the Company
      shall immediately reacquire (subject to any obligation to repurchase at the
      original purchase price) any shares of stock acquired by Fudge subject to this
      Agreement.

     

    13.0 Representation
      by Attorney.
      Fudge
      acknowledges that Fudge has carefully read this Agreement; that Fudge
      understands its final and binding effect; that Fudge has been advised to consult
      with an attorney; that Fudge has been given the opportunity to be represented
      by
      independent counsel in reviewing and executing this Agreement and that Fudge
      has
      either chosen to be represented by counsel or has voluntarily declined such
      representation; and that Fudge understands the provisions of this Agreement
      and
      knowingly and voluntarily agrees to be bound by them.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    14.0 No
      Reliance Upon Representations.
      Fudge
      hereby represents and acknowledges that in executing this Agreement, Fudge
      does
      not rely and has not relied upon any representation or statement made by Company
      or by any of Company's past or present shareholders, officers, directors,
      employees, agents, representatives or attorneys with regard to the subject
      matter, basis or effect of this Agreement.

     

    15.0 Venue
      and Jurisdiction. 

     

    Any
      controversy or claim arising out of this Agreement or the breach thereof, or
      the
      interpretation thereof, shall be resolved by the appropriate state or federal
      court in Phoenix, Arizona. Each party shall be entitled to specific enforcement
      of the agreements contained herein, and consents to the personal jurisdiction
      of, and to the exclusive venue of, the courts of the state of Arizona for the
      purpose of all litigation relating to such agreements. 

     

    16.0 Attorney's
      Fees.
      Each
      party shall bear its own attorney's fees in the preparation and review of this
      Agreement. Should suit or action be instituted to enforce any provision of
      this
      Agreement, the prevailing party shall be entitled to recover its costs and
      reasonable attorney's fees.

     

    17.0 Miscellaneous.

     

    17.1 Entire
      Agreement, Modification.
      This
      Agreement contains the entire Agreement between the Parties hereto and
      supersedes all prior oral and/or written agreements if any. The terms of this
      release are contractual and not a mere recital. This Agreement may be modified
      only by further written agreement of the Parties.

     

    17.2 Severability.
      If any
      part of this Agreement is determined to be illegal, invalid or unenforceable,
      the remaining parts shall not be affected thereby and the illegal, unenforceable
      or invalid part shall be deemed not to be part of this Agreement. The Parties
      further agree to replace any such void or unenforceable provision of this
      Agreement with a valid and enforceable provision that will achieve, to the
      extent possible, the economic, business, or other purposes of the void or
      unenforceable provision.

     

    17.3 Governing
      Law.
      Any
      action to enforce this Agreement or any dispute concerning the terms and
      conditions of this Agreement and the Parties' performance of the terms and
      conditions of this Agreement shall be governed by the laws of the State of
      Arizona.

     

    17.4 Construction.
      The
      language in all parts of the Agreement shall in all cases be construed as a
      whole according to its fair meaning and not strictly for or against any of
      the
      Parties.

     

    17.5 Captions.
      All
      paragraph captions are for reference only and shall not be considered in
      construing this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	 	
              Concentric
                Energy Corp.

            	 
	 	 	
              (“Company”)

            	 
	 	 	 	 
	 	 	 	 
	
              Date: December
                28, 2007

            	 	
              
                /s/
                  Rockell
                  Hankin                                       
                  

              

            	 
	 	
              By:

            	
              Rockell
                Hankin

            	 
	 	
              Its:

            	
              [Title]
                Chairman

            	 
	 	 	 	 
	 	 	 	 
	
              Date:
                December
                27, 2007

            	 	
              
                /s/
                  Thomas Fudge

              

            	 
	 	 	
              [Fudge
                Name]

            	 
	 	 	
              (“Fudge”)