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EXHIBIT 10.2
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of November 8, 1996
BETWEEN:
TRANSGLOBE ENERGY CORPORATION
a corporation established under the laws of British Columbia
("Company")
AND:
XXXXX XXXXX of 0000 Xxxxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxx
Xxxxxxxx. X0X 0X0
(the "Vice-President")
RECITALS:
A. The Vice-President is currently a director of the Company and has agreed to
become the Vice-President of Operations of the Company; and
B. The Board of Directors of the Company ("Board") has approved that
appointment on the terms set out below:
AGREEMENTS:
For good and valuable consideration, the receipt and sufficiency of which each
party acknowledges, the parties agree as follows:
1. APPOINTMENT
1.1 Beginning November 8, 1996 the Company will employ Xxxxx Xxxxx as its
Vice-President of Operations.
1.2 The appointment will continue until November 30, 1997 unless sooner
terminated as provided in this Agreement.
2. RESPONSIBILITIES
2.1 The Vice-President will diligently and faithfully devote 1/2 of his
working time and attention exclusively to the business of the Company and to the
performance of his duties and responsibilities to the utmost of his ability, and
will at all times use his best efforts to promote the interests of the Company.
2.2 Without first obtaining written permission from the Company, the
Vice-President will not enter into the service of, be employed by, or otherwise
engaged in any capacity by any person, firm or corporation other than the
Company.
2.3 The Vice-President will have the authority, subject always to general or
specific instructions and directions of the Board of Directors of the Company,
to manage the business of the Company, except for matters required by law to be
done by the Board of Directors and the shareholders.
2.4 The Vice-President will conform to all lawful direction of the Board and
comply with the Articles of the Company.
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3. FIDUCIARY DUTY
3.1 The Vice-President acknowledges that he has a fiduciary relationship with
the Company, whereby he has an absolute duty of trust and fidelity to the
Company, to act loyally and with the utmost good faith exclusively in the best
interests of the Company and to avoid any conflict of interest.
3.2 (a) The Vice-President acknowledges that as the Vice-President and in
any other position as the Vice-President may hold, the
Vice-President will acquire information about certain matters and
things which are confidential to the Company, and which information
is the exclusive property of the Company.
(b) The Vice-President acknowledges the information as referred to in
(a) above could be used to the detriment of the Company.
Accordingly, the Vice-President undertakes not to disclose any of it
to any third party either during the term of his employment except
as may be necessary in the proper discharge of his employment under
this Agreement, or after the term of his employment, however caused,
except with the written permission of the Company.
(c) The Vice-President acknowledges and agrees that without prejudice to
any other rights of the Company, in the event of his violation or
attempted violation of any of the covenants contained in (a) and (b)
above, an injunction or any other like remedy shall be the only
effective remedy to protect the Company's rights and property as set
out in (a) and (b) above, and that an interim injunction may be
granted immediately on the commencement of any suit.
3.3 At the end of the Vice-President's employment, he will immediately return
to the Company or any of its subsidiaries all documents, papers, materials and
other property of or relating to the affairs of the Company which may then be in
his possession or under his control.
4. REMUNERATION
4.1 From November 8, 1996 the Company will pay to the Vice-President an
annual salary of $60,000 (Cdn.) which will be paid in equal monthly instalments
in arrears of $5,000 each.
5. INSURANCE BENEFITS
5.1 The Company will enrol the Vice-President in the medical and dental
insurance programs presently in force for employees of the Company.
5.2 The Company will pay all premium costs for the benefits described in
Section 5.1.
6. VACATION
6.1 In addition to statutory holidays, the Company will provide the
Vice-President with an annual paid vacation of 30 working days each year, to be
taken when he deems appropriate in consideration of the Company's operational
requirements.
6.2 If the Vice-President does not use all of his vacation entitlement in a
given year, he may accumulate it and use it in a subsequent year. If the
Vice-President has unused vacation entitlement to his credit when this Agreement
is ended, he will be paid its equivalent cash value.
6.3 The Company may require the Vice-President to use up unused vacation
entitlement.
7. EXPENSES AND ALLOWANCES
7.1 The Company will reimburse the Vice-President for all reasonable expenses
incurred by him in connection with the Company's business, in accordance with
its applicable policies.
7.2 The Company will pay for the Vice-President's reasonable travelling and
accommodation expenses to travel from Saanichton to Vancouver.
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7.3 (a) The Company will, subject to insurability, obtain, and, so long as
this Agreement continues, pay the premiums for, a life insurance
policy on the Vice-President's life in an amount of not less than
one years salary in which the Vice-President's estate will be named
as the beneficiary.
(b) If this Agreement and the Vice-President's employment with the
Company terminate, the Company will assign to the Vice-President its
interest in the policy on his life.
8. SHARE OPTIONS
8.1 In addition to the fixed compensation set out in Section 4, the
Vice-President will be entitled to an option to purchase 135,000 common shares
in the capital of the Company.
8.2 The exercise price of the optioned shares will be market price calculated
in accordance with the policies and rules of the Vancouver Stock Exchange.
9. ENDING
9.1 The Company may end this Agreement and the Vice-President's employment at
any time for just cause, without any notice and without any liability to the
Vice-President.
9.2 The Company may end this Agreement and the Vice-President's employment at
any time without just cause by giving written notice to the Vice-President, and
the Company will pay to the Vice-President a retiring allowance in an amount
equal to 12 months of his then current monthly salary.
9.3 (a) The Vice-President may end this Agreement and his employment,
without further liability to the Company, by giving 30 days written
notice of resignation to the Board of Directors, which the Company
may waive in whole or in part.
(b) If the Board does not have a majority of its members comprised of
Xx. Xxxxxx Xxxxxxxx, Xxxxx Xxxxx, and others whose election was
proposed by them, the Vice-President may end this Agreement and his
employment and the Company will pay to the Vice-President a retiring
allowance in an amount equal to 6 months of his then current salary.
9.4 If this Agreement is ended and the Vice-President's employment is
terminated any options granted to him under Section 8 but not yet exercised may
be exercised at any time within 2 years after the date of the termination. If
terminated for cause any unexercised option will automatically terminate.
9.5 If the Vice-President should die during the term of this Agreement the
Company will pay to his estate an amount equal to 6 months of his then current
salary and the current period or periods for exercising any unexercised options
under Section 8 will be extended for a period ending 6 months after his death
and may be exercised by his executor or administrator.
9.6 The Vice-President acknowledges that the arrangements described in this
Section 9 are fair and reasonable and constitute the Company's sole obligation
to provide notice of termination, severance pay or related compensation.
9.7 Regardless of how this Agreement and the Vice-President's employment is
ended, Section 3 will remain in effect after it is ended.
10. NON-COMPETITION
10.1 (a) The Vice-President agrees with and for the benefit of the Company
that for a period of six (6) months from the date of termination of
the Vice-President's employment, however caused, he will not for any
reason, be engaged in a business which directly competes with the
business of the Company.
(b) The Vice-President further agrees that, during employment pursuant
to this Agreement and for a period of six (6) months following
termination of employment, however caused, he will not hire or take
away or cause to be hired or taken away any employee of the Company
or, following
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termination of the Vice-President's employment, any employee who was
in the employ of the Company during the six (6) months preceding
termination.
11. DIRECTOR'S LIABILITY INSURANCE/INDEMNITY
11.1 The Company will diligently pursue the obtaining of directors and senior
officers insurance and secure such insurance so long as its cost is not, in the
Board's opinion, excessive.
11.2 The Company will indemnify the Vice-President in respect of his actions
or omissions as the Vice-President and a director of the Company to the extent
set out in Part 22 of the Articles of the Company to the extent permitted by
law.
12. COMPANY'S PROPERTY
12.1 The Vice-President acknowledges that all items of any and every nature or
kind created or used by the Vice-President under this Agreement, or furnished by
the Company to the Vice-President, and all equipment, credit cards, books,
records, reports, files, manuals, literature, confidential information or other
materials shall remain and be considered the exclusive property of the Company
at all times and shall be surrendered to the Company, in good condition,
promptly on the termination of the Vice-President's employment irrespective of
the time, manner or cause of the termination.
13. ASSIGNMENT OF RIGHTS
13.1 The rights which accrue to the Company under this Agreement shall pass to
its successors or assigns. The rights of the Vice-President under this Agreement
are not assignable or transferable in any manner.
14. NOTICES
14.1 (a) Any notice required or permitted to be given to the Vice-President
shall be sufficiently given if delivered to the Vice-President
personally or if mailed by registered mail to the Vice-President's
address last known to the Company.
(b) Any notice required or permitted to be given to the Company shall be
sufficiently given if mailed by registered mail to the Company's
Head Office at its address last known to the Vice-President.
15. GOVERNING LAW
15.1 This Agreement shall be construed in accordance with the laws of the
Province of British Columbia.
16. INDEPENDENT LEGAL ADVICE
16.1 Each of the Company and the Vice-President hereby confirm and acknowledge
that they have sought independent legal advice with respect to their respective
rights and obligations arising from this Agreement and each such party does
further confirm and acknowledge with the understanding that each such party is
relying upon such representations in entering into this Agreement, that this
Agreement constitutes a legal, binding agreement, enforceable as against each
such party in accordance with its terms.
17. DISPUTE RESOLUTION
17.1 Before initiating any legal proceedings, the parties will attempt to
resolve all disputes concerning the interpretation, application or enforcement
of any term of this Agreement by mediated negotiation, and will use their best
efforts to resolve any dispute through mediation.
17.2 If a dispute between the parties concerning the interpretation,
application or enforcement of any term of this Agreement is not resolved by
mediation within 90 days after one party notifies the other in writing of an
intention to mediate the dispute, the parties will submit the matter to binding
arbitration, pursuant to the provisions of the Commercial Arbitration Act of
British Columbia, and the parties hereby irrevocably
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authorize any arbitrator who may be appointed to endeavour to mediate the
resolution of the dispute before rendering a binding award.
18. ENTIRE AGREEMENT
18.1 This Agreement contains the entire agreement between the parties with
respect to the Vice-President's employment, and cancels and supersedes all prior
agreements between them, and no amendment or variation of the terms of this
Agreement will be effective or binding unless made in writing and signed by both
of them.
19. REGULATORY APPROVAL
19.1 The option to purchase shares in Section 8 are subject to acceptance by
the Vancouver Stock Exchange and any other applicable regulatory authority and
are subject to compliance by the Company with all applicable securities
legislation.
TO EVIDENCE THEIR AGREEMENT the parties have executed this document on the
dates appearing below.
TRANSGLOBE ENERGY CORPORATION
Per:
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Authorized Signatory
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Authorized Signatory
Date:
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XXXXX XXXXX WITNESS:
Signature:
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Date: Print Name:
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