Indigo-Energy, Inc. Employment Agreement- Steven Durdin
Exhibit 5.1
Employment
Agreement- Xxxxxx Xxxxxx
This Agreement is made and entered into as of the 8`s day of October, 2007 by and between Indigo-Energy, Inc., a Nevada Corporation, ("Employer and/or Company") located at 000 Xxxxx Xxxxx Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 and Xxxxxx X. Xxxxxx, located at 0 Xxxxxxxxx Xx., Xxxxxxx, XX 00000 ("Employee").
WHEREAS,
the Employer is engaged in the business of development of oil and gas
properties; and
WHEREAS,
the Employer desires to retain the services of the Employee in the following
capacity:
President.
NOW
THEREFORE IT IS AGREED AS
FOLLOWS:
Section
1. Employment., The
Employer agrees to employ the Employees and the Employees
agree to accept the employment described in this Agreement.
Section
2. Duties. The
Employee shall serve as President of the Employer, with such duties as are
customarily associated with such positions. The Employee shall be responsible
for day-today
management and strategic planning, and implementation of the Employer's business
as directed
by the Board of Directors. The
Employee shall not be entitled to additional compensation
by reason of service as a member of the Board of Directors of the Employer
or as
a
fiduciary of an employee benefit plan of the Employer.
Section
3. Extent
of Services. The
Employee shall devote whatever time necessary to the performance
of his duties and shall not be engaged in any competing business activity,
whether or
not
pursued for gain. The Employee shall at all times faithfully and to the best
of
his ability perform his duties under this Agreement. The duties shall be
rendered either at the Employer's offices
or from his home, or at other place or places of business and at such times
as
the
needs
of the
Employer may dictate.
Section
4. Term. The
term
of this agreement shall begin October 1, 2007 (`Effective Date") and
shall
continue for a fifteen (15) month period. This agreement shall automatically
renew year to
year
unless terminated under the provisions contained herein. This Agreement shall
not give the
Employee any enforceable right to employment beyond the initial
term.
Section
5. Compensation.
5.1
Base
Compensation_ The
Employee will receive a base salary of Nine thousand five hundred
($9,500) per month, payable in accordance with the Employer's standard payroll
procedures,
The Employee is eligible for performance-based bonuses, but there is no
assurance or expectation that the bonuses will be paid. Bonuses will be paid,
if
at all, on a quarterly basis, at
the
sole discretion of the Board of Directors according to an incentive plan to
be
mutually agreed upon.
5.2
Benefits. The
Employee shall receive immediate family medical and dental insurance
coverage,
life insurance equal to thrice (three times) the annual base salary, and other
fringe benefits
provided to full time, non-union employees of the Employer. An auto allowance
of
one thousand
($1,000) per month, or alternately, a leased vehicle for company use will be
provided.
5.3
Expenses. The
Employer shall reimburse the Employee for reasonable out-of-pocket expenses
incurred by the Employee in fulfilling his duties. The
Employer shall provide the Employee with a home office allowance of one thousand
($1,000) per month to include suitable office
facilities, equipment, supplies, telephone and staff.
5.4
Stock. Further,
Employee shall receive stock options or cashless warrants in the last
quarter
of 2007 at a quantity and price to be determined by the Board of Directors
but
not less than
ten
million (10,000,000) shares, issued pursuant to a validly authorized stock
option plan, duly
adopted by the Company.
Section
6. Termination.
6.1
For Cause. The Employer may terminate the Employee's
employment at any time "for cause" with immediate effect upon delivering written
notice to the Employee. For purposes of this Agreement, "for cause" shall
include: (a) embezzlement, theft, larceny, material fraud, or other acts of
dishonesty; (b) material violation by Employee of any of his obligations under
this Agreement; (c) conviction of or entrance of a plea of guilty or nolo
contendere to a felony or other crime which has or may have a material adverse
effect on the Employee's ability to
carry
out his duties under this Agreement or upon the reputation of the
Employer; (d) conduct involving moral turpitude; (e) gross insubordination
or repeated insubordination after written warning by the Chair of the Board;
or
(f) material and continuing failure by the Employee to perform duties described
in this Agreement in a quality and professional manner for at least sixty (60)
days after written warning by the Board of Directors or its Chair. Upon
termination "for cause", the Employer's sole and exclusive obligation will
be to
pay the Employee his compensation earned through the date of
termination, and the Employee shall not be entitled to any compensation after
the date of termination.
6.2
Upon Death. In the event of the Employee's death
during the term of this Agreement, the Employer's sole and exclusive obligation
will be to pay the Employee's spouse, if living, or siblings, if living, or
his
estate, if his spouse and/or siblings are not then living, the Employee's
compensation earned through the date of death, including any stock issuance
due
at time of death or in the future, plus six (6) months base compensation with
an
additional three (3) months base compensation for every full year of service
as
severance.
6.3
Upon Disability. The Employer may terminate the
Employee's employment upon the Employee's total disability. The Employee shall
be deemed to be totally disabled if he is unable to perform his duties under
the
Agreement by reason of mental or physical illness or accident, for a period
of
three consecutive months. Upon termination by reason of the Employee's
disability, the Employer's sole and exclusive obligation will be to pay the
Employee his compensation earned through the date of termination plus six (6)
months base compensation severance.
Section
7. Covenant
Not to Compete.
7.1 Covenant.
For
a
period of two years from the Effective Date of this Agreement, and for such
period after one year as the Employee continues to be employed by the Employer,
and for a one
year
period after the Employee's employment with the Employer has been terminated
by
either party, the Employee will not directly or indirectly:
2
A.
Enter
into or attempt to enter into "Restricted Business" (as defined below) in the
technology
business;
B.
Induce
or
attempt to persuade any former, current or future employee, agent, manager,
consultant, director, or other participant in the Employer's business to
terminate such employment or other relationship in order to enter into any
relationship with the Employee, any business
organization in which the Employee is a participant in any capacity whatsoever,
or any other
business organization in competition with the Employer's business;
or
C.
Use
contracts, proprietary information, trade secrets, confidential information,
customer
lists, mailing lists, goodwill, or other intangible property used or useful
in
connection with the Employer's business.
7.2
Indirect
Activity. The
term
"indirectly" as used in section 7.1 above, includes acting as a
paid or
unpaid director, officer, agent, representative, employee of, or consultant
to
any enterprise,
or acting as a proprietor of an enterprise, or holding any direct or indirect
participation
in any enterprise as an owner, partner, limited partner, joint venturer,
shareholder, or
creditor,
7.3
Restricted
Business. The
term
"Restricted Business" means the oil and gas exploration, development,
drilling, and leasing business. Nevertheless, the Employee may own not more
than
five
percent of the outstanding equity securities of a corporation that is engaged
in
the Restricted Business
if the equity securities are listed for trading on a national stock exchange
or
is a reporting
company under the Securities Exchange Act of 1934.
Section
8. Severability.
The
covenants set forth in this Agreement above shall be construed as a series
of
separate covenants, one for each county in each of the states of the United
States to which
such restriction applies. If, in any judicial proceeding, a court of competent
jurisdiction shall
refuse to enforce any of the separate covenants deemed included in this
Agreement, or shall find
that
the term or geographical scope of one or more of the separate covenants is
unreasonably broad,
the parties shall use their best good faith efforts to attempt to agree on
a
valid provision which
shall be a reasonable substitute for the invalid provision. The
reasonableness of the substitute
provision shall be considered in light of the purpose of the covenants and
the
reasonable
prospectable interests of the Employer and the Employee. The substitute
provision shall be incorporated into this Agreement. If
the
parties are unable to agree on a substitute provision,
then the invalid or unreasonably broad provision shall be deemed deleted or
modified to
the
minimum extent necessary to permit enforcement,
Section
9. Confidentiality., The
Employee acknowledges that he will develop and be exposed
to information that is or will be confidential and proprietary to the Employer.
The
information
includes customer lists, marketing plans, pricing data, product plans, software,
and other
intangible information. Such information shall be deemed confidential to the
extent not generally
known within the trade, The Employee agrees to make use of such information
only
in performance
of his duties under this Agreement, to maintain such information in confidence
and to
disclose the information only to persons with a need to know.
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Section
10. Remedies. The
Employee acknowledges that monetary damages would be
inadequate
to compensate the Employer for any breach by the Employee of the covenants
set
forth
in
this Agreement. The Employee agrees that, in addition to other remedies, which
may be available,
the Employer shall be entitled to obtain injunctive relief against the
threatened breach
of
this
Agreement or the continuation of any breach, or both, without the necessity
of
proving actual
damages.
Section
11. Waiver. The
waiver by the Employer of the breach of any provision of this Agreement
by the Employee shall not operate or be construed as a waiver of any subsequent
breach by the Employee.
Section
12. Law
Governing. This
Agreement shall be governed by and construed in accordance
with the laws of the State of Nevada.
Section
13. Arbitration. If
at
anytime during the term of this Agreement any dispute, difference,
or disagreement shall arise upon or in respect of this Agreement, and the
meaning and construction
thereof, every such dispute, difference, and disagreement shall be referred
to a
single
arbiter agreed upon by both parties, or if no single arbiter can be agreed
upon,
an arbiter or
arbiters
shall be selected in accordance with the rules of the American Arbitration
Association (AAA)
and
such dispute, difference, or disagreement shall be settled by arbitration in
accordance with
the
then prevailing commercial rules of the AAA, and judgment upon the award
rendered by
the
arbiter may be entered in any court having jurisdiction thereof.
Section
14. Attorney
Fees, In
the
event an arbitration, suit or action is brought by any party under
this Agreement to enforce any of its terms, or in any appeal there from, it
is
agreed that the prevailing
party shall be entitled to reasonable attorneys fees to be fixed by the
arbitrator, trial
court,
and/or appellate court.
This
Agreement is made and entered into as of the dated first above
written.
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