EXHIBIT 10.35
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is entered into by and between INLAND RESOURCES
INC. (hereinafter referred to as "Employer") and XXXX X. XXXX (hereinafter
referred to as "Employee").
WHEREAS, Employer desires to employ Employee as its Vice President and
Chief Operating Officer and Employee desires to accept such employment.
NOW, THEREFORE, in consideration of the mutual promises herein contained,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Employer and Employee agree as follows:
1. EMPLOYMENT. Employer hereby employs Employee to serve as Vice
President and Chief Operating Officer of Employer.
2. DUTIES. During his employment, Employee shall devote all of his
working time, energies and skills to the management of Employer's business.
Employee agrees to serve Employer diligently and to the best of his ability.
Employee shall render services consistent with those of a person in his position
and shall perform all duties incident to such office and all such further
similar duties that may, from time to time, be assigned to him by Employer.
Employee's duties include finding further business opportunities for Employer
and Employee agrees to bring to Employer for acceptance or rejection all
business opportunities located by or made available to Employee.
3. COMPENSATION. Employee's compensation for services performed under
this Agreement shall be as follows:
(a) Base Salary. Employer shall pay Employee a base salary ("Base
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Salary") of One Hundred Twenty Thousand and No/100 Dollars ($120,000.00)
per year. In addition, the Compensation Committee of the Board of
Directors of Employer (the "Committee") shall, in good faith, consider
granting increases in such salary based upon such factors as Employee's
performance and the growth and/or profitability of Employer, but it shall
have no obligation to grant any such increases in compensation. Such Base
Salary shall be payable in equal semi-monthly installments on the fifteenth
day and the last working day of the month, or at such other times and in
such installments as may be agreed upon between Employer and Employee. All
payments shall be subject to the deduction of payroll taxes and similar
assessments as required by law.
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(b) Bonus. In addition to the Base Salary, Employee shall be
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eligible to receive bonus compensation in such amounts and at such times as
the Committee shall, from time to time, determine.
4. EXPENSES AND BENEFITS. Employee is authorized to incur reasonable
expenses in connection with the business of Employer, including expenses for
entertainment, travel and similar matters. Employer will reimburse Employee for
such expenses upon presentation by Employee of such accounts and records as
Employer shall, from time to time, require. Employer also agrees to provide
Employee with the following benefits:
(a) Employee Benefit Plans. Employee shall be entitled to
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participate in employee benefit plans or programs of Employer, if any, to
the extent that his position, tenure, salary, age, health and other
qualifications make him eligible to participate, subject to the rules and
regulations applicable thereto. Such additional benefits shall include,
subject to the approval of the Committee, full medical, dental and
disability income insurance.
(b) Other. Such items and benefits as Employer shall, from time to
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time, consider necessary or appropriate to assist Employee in the
performance of his duties.
(c) Vacations. Employee shall be entitled (in addition to the usual
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public holidays) to a paid vacation for a period in each calendar year not
exceeding three (3) weeks, to be taken at such times as may be approved by
Employer.
5. TERM. The term of this Agreement shall be for one (1) year, beginning
from the effective date hereof, and shall be automatically renewed for
successive one (1) year terms. In addition, this Agreement shall terminate as
provided for in Section 7 or upon the death of Employee.
6. DISABILITY. In the event that Employee becomes Permanently Disabled
(as hereafter defined) during the term of this Agreement and while engaged in
the scope of his employment by Employer, Employee shall continue in the employ
of Employer but his compensation hereunder shall be reduced to one-half ( 1/2)
of the Base Salary then in effect, as set forth in Section 3(a) hereof,
commencing upon the determination of Employee's Permanent Disability and
continuing thereafter until the first to occur of (a) twelve (12) months or (b)
the death of Employee or (c) the expiration of the term of this Agreement; and
during such period of time, Employee shall not be entitled to payment of
expenses or benefits specified in Section 4 hereof (except for reimbursement of
expenses incurred by Employee prior to becoming Permanently Disabled), except
that Employer shall continue to provide Employee with the insurance benefits
specified in Section 4(a) hereof. In addition, any compensation payable to
Employee by Employer shall be reduced by any amount which Employee is eligible
to receive from workers compensation, social security or disability insurance
provided by Employer. If Employee becomes Permanently Disabled while not
engaged in the scope of his employment by Employer, such disability may be cause
for termination for "Cause" under Section 7 hereof.
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(a) Definition of Disability. For purposes of this Agreement, the
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terms "Permanent Disability" or "Permanently Disabled" shall mean three (3)
months of substantially continuous disability. Disability shall be deemed
"substantially continuous" if, as a practical matter, Employee, by reason
of his mental or physical health, is unable to sustain reasonably long
periods of substantial performance of his duties. Frequent long illnesses,
though different from the preceding illness and though separated by
relatively short periods of performance, shall be deemed to be
"substantially continuous". Disability shall be determined in good faith by
the Board of Directors whose decision shall be final and binding upon
Employee. Employee hereby consents to medical examinations by such
physicians and medical consultants as Employer shall, from time to time,
require.
7. TERMINATION BY EMPLOYER. Employer shall have the right to terminate
Employee's employment as hereinafter provided.
(a) Termination by Employer for Cause. The Board of Directors shall
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have the right to terminate Employee's employment under this Agreement for
Cause, in which event no compensation shall be paid or other benefits
furnished to Employee after termination for Cause. Termination for Cause
shall be effective immediately upon notice sent or given to Employee.
(i) Definition of Cause. For purposes of this Agreement, the
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term "Cause" shall mean and be strictly limited to: (1) conviction of
a crime constituting a felony under state or federal law; (2)
determination by the Board of Directors that Employee has committed
any material act of dishonesty against Employer; (3) gross negligence
by Employee in carrying out his duties; (4) material breach of this
Agreement by Employee; (5) gross misconduct by Employee, such as
intoxication on the job, use of drugs on the job for non-medical
purposes or other misconduct which has a substantial adverse effect on
the business of Employer; or (6) Employee becoming Permanently
Disabled while not engaged in the scope of his employment by Employer.
(b) Termination by Employer without Cause. The Board of Directors
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shall have the right to terminate Employee's employment under this
Agreement without Cause at any time, by giving written notice of
termination to Employee. In such event, Employer will continue to pay
Employee the full Base Salary for twelve (12) months immediately preceding
the date of such notice together with an amount equal to any bonus paid to
Employee during such twelve (12) months.
8. NON-COMPETITION AND CONFIDENTIALITY.
(a) Non-competition. Employee recognizes and understands that in
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performing the responsibilities of his employment, he will occupy a
position of fiduciary trust and confidence, pursuant to which he will
develop and acquire experience and knowledge with respect to Employer's
business. It is the expressed
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intent and agreement of Employee and Employer that such knowledge and
experience shall be used exclusively in the furtherance of the interests of
Employer and not in any manner which would be detrimental to Employer's
interests. Employee further understands and agrees that Employer conducts
its business within a specialized market segment in its geographic region,
and that it would be detrimental to the interests of Employer if Employee
used the knowledge and experience which he currently possesses or which he
acquires pursuant to his employment hereunder for the purpose of directly
or indirectly competing with Employer, or for the purpose of aiding other
persons or entities in so competing with Employer, anywhere in such region.
Employee therefore agrees that so long as he is employed by Employer,
unless Employee first secures the written consent of Employer, Employee
will not directly or indirectly invest, engage or participate in or become
employed by any entity in direct or indirect competition with Employer's
business. Employee further agrees upon termination of Employee's employment
either (i) by Employer with or without cause or (ii) by Employee, unless
Employee first secures the written consent of Employer, Employee will not
for a period of one year after such termination directly or indirectly
invest, engage or participate in or become employed by any entity in direct
or indirect competition with Employer in any mine or oil or gas property
located anywhere within a 100 mile radius of any mine or oil or gas
property owned or operated (wholly or partially) by Employer at the time of
termination of Employee's employment hereunder. This non-competition
provision is not to be construed to prohibit Employee from being employed
in the mining or oil or gas industry, but rather to permit him to be so
employed so long as such employment does not involve Employee's direct or
indirect participation in a property within such 100 mile radius. In the
event that the provisions of this Section 8 should ever be deemed to exceed
the time or geographic limitations permitted by applicable laws, then such
provisions shall be reformed to the maximum time or geographic limitations
permitted by applicable laws.
(b) Remedies. Employee acknowledges that the restrictions contained
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in Section 8(a), in view of the nature of the business in which Employer is
engaged, are reasonable and necessary to protect the legitimate interests
of Employer. Employee understands that the remedies at law for his
violations of any of the covenants or provisions of Section 8(a) will be
inadequate, that such violation will cause irreparable injury within a
short period of time, and that Employer shall be entitled to preliminary
injunctive relief and other injunctive relief against such violation. Such
injunctive relief shall be in addition to, and in no way in limitation of,
any and all other remedies Employer shall have in law and equity for the
enforcement of those covenants and provisions.
9. GENERAL PROVISIONS.
(a) Notices. Any notices to be given hereunder by either party to
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the other may be effected by personal delivery, in writing or by mail,
registered or certified, postage prepaid with return receipt requested.
Mailed notices shall be
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addressed to the parties at the addresses set forth below, but each party
may change his or its address by written notice in accordance with this
Section 9(a). Notices delivered personally shall be deemed communicated as
of the actual receipt; mailed notices shall be deemed communicated as of
three (3) days after mailing.
If to Employee:
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Inland Resources Inc.
000 00xx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
If to Employer:
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Board of Directors
Inland Resources Inc.
000 00xx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
(b) Partial Invalidity. If any provision in this Agreement is held
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by a court of competent jurisdiction to be invalid, void, or unenforceable,
the remaining provisions shall, nevertheless, continue in full force
without being impaired or invalidated in any way.
(c) Law Governing Agreement. This Agreement shall be governed by and
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construed in accordance with the laws of the State of Washington.
(d) Attorneys' Fees and Costs. If any action at law or in equity is
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necessary to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorneys' fees, costs and
necessary disbursements in addition to any other relief to which he or it
may be entitled.
(e) Assignment. This Agreement shall inure to the benefit of and
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bind the parties hereto and their respective legal representatives,
successors and assigns.
(f) Entire Agreement. This Agreement supersedes any and all other
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agreements, either oral or in writing, between the parties hereto with
respect to the employment of Employee by Employer and contain all of the
covenants and agreements between the parties with respect to such
employment. Each party to this Agreement acknowledges that no
representations, inducements, or agreements, oral or otherwise, have been
made by any party, or anyone acting on behalf of any party, which are not
embodied herein, and no other agreement, statement or promise not contained
in this Agreement shall be valid or binding. Any modification of this
Agreement will be effected only if it is in writing signed by the party to
be charged.
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IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective the 1st day of June, 1996.
EMPLOYER:
INLAND RESOURCES INC.
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, President
and Chief Executive Officer
EMPLOYEE:
/s/ Xxxx X. Xxxx
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XXXX X. XXXX
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