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EXHIBIT 10(cc)
CANCELLATION AND SEVERANCE AGREEMENT
THIS CANCELLATION AGREEMENT (the "Cancellation Agreement") dated this
19th day of September, 1994 by and between AMERICAN NATURAL ENERGY CORPORATION,
an Oklahoma corporation ( "American" ) and ROBERT C. JOHNSON ( "Johnson" ), an
individual.
W I T N E S S E T H:
WHEREAS, American and Johnson entered into an Employment and Option
Agreement dated July 1, 1990 as amended by Amendment Number 1 dated May 1, 1993
(herein collectively referred to as the "Employment Agreement"); and
WHEREAS, the Employment Agreement terminates on June 30, 1995, but
Johnson is desirous of terminating his relationship with American in accordance
with the terms and provisions of this Cancellation Agreement; and
WHEREAS, American has been acquired by Alexander Energy Corporation
("Alexander") pursuant to that certain Agreement and Plan of Merger (the
"Merger Agreement"); and
WHEREAS, the closing (the "Closing") of the transaction described in
this Cancellation Agreement will be September 19, 1994 or at a subsequent date
mutually agreed to by the parties.
NOW, THEREFORE, in consideration of the promises herein and other
valuable consideration the receipt of which is hereby acknowledged by Johnson,
the parties hereto agree as follows:
1. Aqreement of Cancellation. Effective September 1, 1994, the
Employment Agreement is hereby mutually cancelled by American and Johnson and
all the terms and provisions thereof are hereby terminated with neither party
bearing any liability or responsibility to the other party under the Employment
Agreement from the date hereof.
2. Payments to Johnson. In consideration of Johnson terminating
the Employment Agreement and his relationship with American, its parent and its
subsidiaries, American agrees to pay to Johnson at Closing a cash payment of
$60,000, less all amounts owed by Johnson to American as reflected on the books
and records of American as of the Closing date, in settlement of American's
obligations under the Employment Agreement.
3. Automobile. At Closing, Johnson shall purchase the automobile
identified on Exhibit A hereto for the book value thereof as reflected on
American's records as of September 1, 1994.
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4. Resiqnation of Johnson. Effective upon the Closing, Johnson
hereby submits and American hereby accepts Johnson's resignation as an
employee, director or officer of American and any subsidiaries of American.
5. Release. In consideration of the mutual provisions herein
contained each party hereto, on his or its behalf and on behalf of all others
who might assert claims based on any of their respective rights, does hereby
release and discharge the other party hereto and, in the case of American, its
parent, successors, affiliates, subsidiaries, partners, employees, officers,
directors and agents (hereinafter sometimes referred to collectively as the
"Company"), from all claims, liabilities, demands, and causes of action known
or unknown, fixed or contingent, which such party may have or claim to have
against the other party as a result of Johnson's past employment and the
severance of that relationship and his decision to resign from the Company and
does hereby covenant not to file a lawsuit to assert such claims under any such
agreements, plans, programs or arrangements which shall include by example and
not by limitation the Employment Agreement and claims arising under federal,
state, or local laws prohibiting employment discrimination (including age
discrimination) or growing out of any legal restriction on the Company's right
not to continue an employment relationship with its employees. Johnson
acknowledges that he may have rights under the Older Workers Benefit Protection
Act (the "Act") which he hereby agrees to waive, including any statutory rights
which he may have to timing for review and/or revocation of any release.
Johnson further represents that he understands the nature of the waiver of his
rights under the Act, and that he has had sufficient opportunity to be advised
by counsel of his rights and the nature of this release. Notwithstanding the
foregoing, any rights of indemnification which Johnson has as a result of the
Oklahoma General Corporation Act or the Bylaws or Certificate of Incorporation
of American shall not be impaired as a result of the foregoing.
6. Confidentiality. Except as otherwise agreed to by American,
for a term of two (2) years from the date of the Closing, Johnson shall not
disclose or furnish to any other party any confidential information obtained by
him as a result of his employment relating to American's or Alexander's
business affairs, finances, or other confidential information without, in each
case, the written consent of Alexander.
7. Applicable Taxes. All amounts which will be paid, transferred
or delivered to Johnson in accordance with the terms of this Agreement will be
considered as additional compensation and subject to all appropriate
withholding and employment taxes.
8. Limitation on Health Benefits. Johnson agrees that in
consideration of the payments provided for herein, he will not elect to
continue coverage under COBRA with respect to any health
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plan (the "Plan") in which Johnson has been a participant; and if Johnson does
elect such coverage, and if any claims are made in accordance with the terms
and provisions of the Plan, American shall have a right for reimbursement from
Johnson for any payments so made under the Plan.
9. Entire Aqreement. This Cancellation Agreement contains the
entire understanding of the parties with respect to its subject matter. This
Cancellation Agreement supersedes all prior agreements and understandings
between the parties with respect to its subject matter.
10. Headinqs. The headings contained in this Cancellation
Agreement are for reference purposes only and will not affect in any way the
meaning or interpretation of this Cancellation Agreement.
11. Specific Performance. Johnson acknowledges that American may
not have an adequate remedy at law for money damages in the event that this
Cancellation Agreement is not performed in accordance with its terms, and
therefore agrees that American shall be entitled to specific enforcement of the
terms hereof in addition to any other remedy to which it may be entitled, at
law or in equity.
12. Severability. If any term, provision, covenant or restriction
of this Cancellation Agreement is held by a court of competent jurisdiction to
be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Cancellation Agreement shall remain in full
force and effect and shall in no way be effected, impaired or invalidated.
13. Closing of Agreement. Execution of this Agreement and delivery
of all amounts and the performance by the parties hereunder of their respective
obligations is contingent and conditioned upon the Closing. In the event that
the Closing does not occur, then, the parties under this Agreement shall have
no duty to perform the required obligations under this Agreement and all prior
obligations of American to Johnson, including the obligations of American to
Johnson under the Employment Agreement, will continue in full force and effect.
14. Miscellaneous. No provisions of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing signed by Johnson and the president or vice president of
American. No waiver by either party hereto at any time of any breach by the
other party hereto of, or compliance with any condition or provision of this
Cancellation Agreement to be performed by such other party shall be deemed a
waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No agreements or representations, oral or otherwise,
express or implied, with respect to
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the subject matter hereof have been made by either party which are not set
forth expressly in this Cancellation Agreement. The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws of
the State of Oklahoma.
This Cancellation Agreement is effective as to the date first above
written.
"AMERICAN" AMERICAN NATURAL ENERGY CORPORATION
By /s/ BOB G. ALEXANDER
Bob G. Alexander, President
"JOHNSON" By /s/ ROBERT C. JOHNSON
Robert C. Johnson
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