AGREEMENT

EXHIBIT 10.1

 

THIS AGREEMENT (hereinafter, “this Agreement”) is made and entered into on this 24th day of May 2007 (the “Effective Date”), by and between CrossPoint Energy Company, a Nevada corporation, with its principal executive offices in Frisco, Texas (the “Company”), and Jeffrey A. Krakos, an individual currently residing in Lewisville, Texas (“Employee”).

A. The Company and Employee entered into an Employment Agreement (the “Employment Agreement”) effective November 27, 2006, which employment Agreement has thereafter governed the terms and conditions of Employee’s employment with the Company.

B. The Company and Employee desire to rescind in its entirety the Employment Agreement and thereafter have Employee’s employment relationship with the Company be governed exclusively by the terms of this Agreement.

In consideration of the covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Employment and Term. The Company will continue to employ Employee as its Executive Vice President until May 31, 2007 (the “Termination Date”) performing such duties as may be assigned him by the Company’s Board of Directors and Employee agrees to reasonably perform such duties through the Termination Date.

2. Employment Agreement. The parties hereby rescind the Employment Agreement as of the Effective Date of this Agreement and render it and all its terms and provisions null and void. From the Effective Date of this Agreement Employee’s terms and conditions of employment will be governed exclusively by the express terms set forth in the Agreement and none other.

3. Compensation and Benefits. For the term of this Agreement, Employee will continue to receive the same base salary as that to which he was entitled immediately prior to the Effective Date of this Agreement and will continue to receive the same employee welfare benefits as other employees of the Company.

4. Separation Benefit. Conditioned upon Employee’s satisfactory performance of his duties through the Termination Date, as determined by a majority vote of the Company’s Board of Directors, and Employee’s execution on the Termination Date of a Release in the form as set forth in the attached Exhibit A, the Company will pay to Employee a Severance Payment in a lump sum amount equal to one (1) month’s base salary at his then current salary less normal deductions for withholding, plus unused vacation pay.

 

If Employee satisfies the conditions set forth in this paragraph, the Company further agrees it shall immediately pay $5,000 to Employee’s legal counsel for Employee’s personal (employment-post employment) legal retainer.  Any unused balance will be retained by Employee’s legal counsel or returned to Employee.

If Employee satisfies the conditions set forth in this paragraph, the Company agrees to transfer all ownership and rights of the Company’s Employee’s Key Man Life Insurance Policy for Employee, to Employee.

5. Entirety and Amendments. This instrument and the instruments referred to herein embody the entire agreement between the parties, supersede all prior agreements and understandings, if any, relating to the subject matter hereof, and may be amended only by an instrument in writing executed by all parties, and supplemented only by documents delivered or to be delivered in accordance with the express terms hereof.

6. Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the parties hereto and any successors in interest to the Company, but neither this Agreement nor any rights hereunder may be assigned by Employee except in the case of the death of Employee.

7. Governing Law and Venue. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Texas applicable to agreements made and to be performed entirely in Texas. The obligations and undertakings of each of the parties to this Agreement shall be performable in Dallas County, Texas, and each party agrees that if any action at law or in equity is necessary by the Company or Employee to enforce or interpret the terms of this Agreement, venue shall be in Dallas County, Texas, and the prevailing party in any such action shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which it may be entitled.

This Agreement is dated and effective as of the Effective Date.

 

CROSSPOINT ENERGY COMPANY   

 

 

In consideration of the severance pay provided by CROSSPOINT ENERGY COMPANY (the "Company") to Jeffrey A. Krakos ("Employee") upon Employee's execution of this Release, Employee releases, discharges, and forever holds the Company, and any of its parents, predecessors, successors, subsidiaries, affiliates or related companies, officers, directors,partners, employees, agents and/or representatives harmless from any and all claims, demands or suits, whether civil or criminal, at law or in equity, known or unknown, fixed or contingent, liquidated or unliquidated, arising or existing on or at any time prior to the execution of this Release. Such released claims include claims relating to or arising out of (i) Employee’s recruitment, hiring or employment with the Company, (ii) Employee’s separation from employment with the Company, and (iii) all claims, whether based in contract, tort or alleged violations of any statute, known or unknown, that have been asserted, or that could be asserted, by Employee against the Company, including but not limited to claims under any federal, state or local laws such as Title VII of the Civil Rights Act of 1964, as amended, the Texas Commission on Human Rights Act, age discrimination claims under the Age Discrimination in Employment Act, the Americans with Disabilities Act, and the Family Medical Leave Act.

 

 

/s/
Jeffrey A. Krakos
_________________________ Date:_____________________