EXHIBIT 10.7
RESCISSION AGREEMENT
This Rescission Agreement (this "Agreement") is dated as of September 30,
2008 by and between GLOBAL RESOURCE CORPORATION, a Nevada corporation (the
"Corporation"), and WAYNE J. KOEHL (the "Employee" and collectively with the
Corporation the "Parties").
RECITALS
WHEREAS, the Corporation and the Employee entered into an employment
agreement on May 5, 2008 (the "Employment Agreement") providing that the
Employee was to assume the position of Executive Vice President.
WHEREAS, in the initial discussions with the Employee leading up to the
Employment Agreement, the parties had agreed that the Corporation would pay the
Employee a cash signing bonus in the amount of $100,000, but the parties later
changed this to the Employee being offered a signing bonus of 100,000 shares of
the Corporation's common stock (the "Stock");
WHEREAS, the Corporation issued in May 2008 and delivered to the Employee a
certificate reflecting the Stock;
WHEREAS, the Stock offered to Employee as a signing bonus was not in
accordance with the compensation model for 2008-2013 subsequently recommended
for its executives and officers by the Corporation's Compensation Committee and
approved by the Corporation's board of directors on September 23, 2008;
WHEREAS, the Corporation has now reviewed and amended existing compensation
arrangements for all of its executives and officers to conform them with the
Corporation's approved compensation model;
WHEREAS, the Employee has stated that he was not aware when he entered into
the Employment Agreement of certain limitations on the transferability of the
Stock imposed by the Corporation's Insider Trading Policy (effective November 8,
2007);
WHEREAS, in light of the mistakes of fact on the part of both the
Corporation and the Employee, the Parties seek to mutually rescind the
Employment Agreement and the issuance of the Stock subject to the terms and
conditions below and to restore the Parties to their respective positions and
STATUS QUO prior to their entering into the Employment Agreement;
NOW, THEREFORE, in consideration of the covenants made by each of the
Parties to each other, the receipt and adequacy of which is hereby acknowledged,
intending to be legally bound hereby, the Parties hereby agree as follows:
1. RESCISSION OF THE TRANSACTIONS. The Parties hereto agree to the full
rescission of the Employment Agreement, including but not limited to the
transfer of the Stock, placing each of them in the same relative positions they
occupied prior to the offer of the signing bonus, the transfer of the Stock, and
the entering into of the Employment Agreement. Both parties agree that the
entering into of the Employment Agreement and the issuance of the Stock shall be
deemed never to have taken place, and that the Corporation's employment
relationship with Employee shall be governed exclusively by the employment
letter approved September 23, 2008, except that the Corporation will now pay to
the Employee a $100,000 cash bonus which was initially contemplated.
2. RETURN OF STOCK. Simultaneously with the execution of this Agreement
and within the same tax year as the offer of the signing bonus and the transfer
of the Stock to the Employee, the Employee shall return to the Corporation any
certificate or certificates representing the Stock and disclaims any interest
whatsoever in the Stock and transfers and assigns the stock back to the
Corporation, free and clear of any liens and encumbrances of the Employee. Upon
receipt of the certificates representing the Stock, the Corporation shall direct
its transfer agent to cancel the Stock from its books and records. The
Corporation will reflect the rescission transfer in its stock ledger. If the
Corporation deems it necessary or desirable, the Corporation may make a
disclosure in its public filings.
3. MISCELLANEOUS. This Agreement constitutes the entire agreements among
the Parties with respect to the subject matter hereof and no modification or
waiver shall be effective unless in writing and signed in writing by the party
to be charged. This Agreement shall be binding upon and inure to the respective
benefit of the Parties hereto and their respective successors, heirs, assigns,
executors, administrators and legal representatives. This Agreement may be
executed in one or more counterparts, each of which shall be deemed an original,
but all of which shall constitute one and the same agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the
date set forth above.
WITNESS/ATTEST: EMPLOYER:
GLOBAL RESOURCE CORPORATION
By: /s/ Jeffrey Andrews By: /s/ Jeffrey Kimberly
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Jeffrey Andrews, Secretary Jeffrey Kimberly, President
EMPLOYEE:
/s/ Wayne J. Koehl
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Wayne J. Koehl