EXHIBIT 10.2
EMPLOYMENT AGREEMENT
This Agreement, dated as of July 1, 2005, is between Pangea Petroleum
Corporation ("Employer" or the "Company"), and Xxxxxxx X. Xxxxxxx ("Employee").
Employer and Employee agree to the following terms and conditions of employment.
(This Agreement replaces the Agreement dated October 1, 2004.)
15. Period of Employment.
Employer shall employ Employee to render services to Employer in the
position and with the duties and responsibilities described in Section 2 for the
period (the "Period of Employment") commencing on the date of this Agreement and
ending on December 31, 2007.
16. Position and Responsibilities.
(a) Position.
Employee shall be employed with the company as Chief Executive
Officer and Chairman of the Board of Directors and shall perform all services
appropriate to that position, as well as such other duties and services as may
be assigned by Employer. Employee shall devote his best efforts to the
performance of his duties. Employee shall be subject to the direction of
Employer, which shall retain full control of the means and methods by which he
performs the above services and of the place(s) at which all services are
rendered.
(b) Other Activity.
Employee (during the Period of Employment) shall not be prohibited
from accepting other employment or engaging in other business, commercial or
professional activity provided that Employee shall not engage, directly or
indirectly, in any other business, commercial, or professional activity (whether
or not pursued for pecuniary advantage) that is or may be competitive with
Employer, that might create a conflict of interest with Employer, or that
otherwise might interfere with the business of Employer, or any Related Company.
A "Related Company" shall mean any person or entity that directly or indirectly
controls, is controlled by, or is under common control with Employer provided
this control is disclosed to or otherwise known by Employee. So that Employer
may be aware of the extent of any other demands upon Employee's time and
attention, Employee shall disclose in confidence to Employer the general nature
and scope of any other business activity in which he is or becomes engaged
during the Period of Employment.
(c) Representations and Warranties.
Employee represents and warrants that (i) he is fully qualified and
competent to perform the responsibilities for which he is being hired pursuant
to the terms of this Agreement, and (ii) his execution of this Agreement, his
employment with Employers, and the performance of his proposed duties under this
Agreement shall not violate any obligations he may have to any former employer
(or other person or entity), including any obligations with respect to
proprietary or confidential information of any other person or entity. Employee
agrees that he will not use for the benefit of, or disclose to, Employer any
confidential information belonging to any former employer or other entity unless
he has written permission from the employer or entity to do so (or unless
Employer has been granted such permission).
17. Compensation and Benefits.
(a) Compensation.
1
(1) In consideration of the services to be rendered under this
Agreement, Employee shall receive a minimum salary in the total amount of Ten
Thousand Dollars ($10,000) per month, payable semi-monthly, pursuant to the
procedures regularly established and as they may be amended by Employer during
the Period of Employment. This compensation may be deferred at the option of
Employee, and in such case, the salary shall accrue interest at prime plus 1%.
The Employee has the option to convert any or all salary with accrued interest
to Pangea Petroleum stock restricted under Rule 144 at a conversion rate thirty
percent (30%) off the average closing bid during the month prior to the month
being compensated.
(2) Employee shall also receive a minimum of One Hundred
Thousand (100,000) shares of restricted stock per month as part of his base
salary compensation, in addition to the cash salary noted above.
(3) As Employee becomes eligible, he shall have the right to
participate in and to receive benefits from any Employer stock option plan
generally made available to similarly situated employees of Employer
(4) All compensation and comparable payments to be paid to
Employee under this Agreement shall be less withholdings required by law.
(b) Benefits.
Employee shall be entitled to fringe benefits comparable to
similarly situated executives, officers or directors, including paid annual tax
preparation assistance. As Employee becomes eligible, he shall have the right to
participate in and to receive benefits from all present and future benefit plans
generally made available to similarly situated employees of Employer. The amount
and extent of benefits to which Employee is entitled shall be governed by the
specific benefit plans, as amended. Employee shall also be entitled to any
benefits or compensation tied to termination as described in Section 4. No oral
statement concerning benefits or compensation to which Employee is entitled
shall alter in any way the term of this Agreement or its termination.
(c) Insurance and Indemnity.
Employer shall obtain for the benefit of Employee director's and
officer's liability insurance coverage to protect Employee from personal
liability to the fullest extent allowed by law for acts undertaken as an officer
or director of Employer or an Affiliate. Furthermore, to the fullest extent
allowed by law, Employer shall indemnify Employee for and hold Employee harmless
from any and all claims or causes of action arising out of Employee's exercise
of his duties as an employee, officer or director of Employer or an Affiliate.
(d) Bonus.
Employee shall be entitled to receive bonuses annually or as may be
approved by the Company's Board of Directors in the minimum amount of One
Million (1,000,000) shares of restricted stock.
18. Termination of Employment.
(a) By Notice.
Employer or Employee may terminate Employee's employment without
Cause (as defined below) by providing the other with sixty (60) day's advance
written notice.
(1) In the event Employer exercises its right to terminate
under this subsection, Employee shall have the option, in his complete
discretion, to terminate Employee's employment at any time prior to the end of
such notice period, however, Employer shall nevertheless pay to Employee all
compensation due and owing through the last day actually worked, plus an amount
equal to the base salary Employee would have earned through the balance of the
above notice period. In addition, Employer shall pay to Employee a Severance
Payment, as described in Paragraph 4(e) below, which payment shall be in lieu of
any damages under this Agreement for any alleged breach.
(2) In the event Employee exercises his right to terminate
this agreement under this subsection, Employer shall have the option, in its
complete discretion, to terminate Employee's employment at any time prior to the
end of such notice period, however, Employer shall nevertheless pay to Employee
all compensation due and owing through the last day actually worked, plus an
amount equal to the base salary Employee would have earned through the balance
of the above notice period.
2
(b) By Death.
The Period of Employment shall terminate automatically upon the
death of Employee. Employer shall pay to Employee's beneficiaries or estate, as
appropriate, any compensation then due and owing, including payment for accrued
unused vacation, if any. Thereafter, all obligations of Employer under this
Agreement shall cease. Nothing in this Section shall affect any entitlement of
Employee's heirs to the benefits of any life insurance plan or other applicable
benefits.
(c) By Employer For Cause.
At any time, and without prior notice, Employer may terminate
Employee for Cause. Employer shall pay Employee all compensation then due and
owing; thereafter, all of Employer's obligations under this Agreement shall
cease. Termination shall be for "Cause" if Employee: (i) acts in bad faith and
to the detriment of Employer; (ii) refuses or fails to act in accordance with
any specific direction or lawful order of Employer; (iii) exhibits in regard to
his employment unfitness or unavailability for service, misconduct, dishonesty,
habitual neglect, or incompetence; (iv) is convicted of a crime involving
dishonesty, breach of trust, or physical or emotional harm to any person; (v)
breaches any material term of this Agreement.
(d) Change in Employer Status.
Notwithstanding anything above, Employee may terminate, at
Employee's sole discretion, the Period of Employment (in which case all of
Employer's obligations under this Agreement shall cease after payment of all
compensation due and owing) upon any formal action of Employer's management to
terminate Employer's existence or otherwise wind up its affairs, to sell all or
substantially all of its assets, merge with or into another entity, or in the
event of a change of control of more than 50 % of the outstanding shares of the
company. In the event Employee terminates the Period of Employment under this
subsection, Employer shall pay Employee all compensation due and owing through
the last day actually worked plus a Severance Payment as described in subsection
4(e) below, which payment shall be in lieu of any damages under this Agreement
for any alleged breach. Employee shall be entitled to compensation under this
subsection 4(d) only if, within one hundred and eighty (180) days after the
change in employer status becomes effective, Employee gives Employer, or its
successor or assigns, ninety (90) day's notice of Employee's intent to terminate
the Period of Employment. Upon receiving this notice, Employer shall have the
option, in its complete discretion, to make Employee's termination effective at
any time prior to the end of the notice period, provided that Employer pays
Employee all compensation due and owing through the balance of the notice period
(not to exceed ninety (90) days), in addition to all other compensation due and
owing, including without limitation, the Severance Payment.
(e) Severance Payment
(1) In the event Employee terminates the Period of Employment
pursuant to subsection 4(d) above or Employer terminates the Period of
Employment pursuant to subsection 4(a) above, Employer shall pay Employee all
compensation due and owing, plus a lump sum equal to two (2) year's base salary
plus an amount equal to any bonus paid in cash or stock in the prior twelve (12)
months, which payment shall be in lieu of any damages under this Agreement for
any alleged breach.
(2) Should employee have any loan balances remaining due from
the Company, the Company will agree to a repayment schedule that will repay the
outstanding balance, with interest, within the twelve (12) months following the
date of termination.
3
(f) Termination Obligations
(1) Employee agrees that all property, including, without
limitation, all equipment, tangible proprietary information, documents, books,
records, reports, notes, contracts, lists, computer disks (and other
computer-generated files and data), and copies thereof, created on any medium
and furnished to, obtained by, or prepared by Employee in the course of or
incident to his employment, belongs to Employer and shall be returned promptly
to Employer upon termination of the Period of Employment.
(2) All benefits to which Employee is otherwise entitled shall
cease upon Employee's termination, unless explicitly continued either under this
Agreement or under any specific written policy or benefit plan of Employer.
(3) Upon termination of the Period of Employment, Employee
shall be deemed to have resigned from all offices and directorships then held
with Employer or any Affiliate.
(4) The representations and warranties contained in this
Agreement and Employee's obligations under this subsection 4(f) on Termination
Obligations shall survive the termination of the Period of Employment and the
expiration of this Agreement.
(5) Following any termination of the Period of Employment,
Employee shall fully cooperate with Employer in all matters relating to the
winding up of pending work on behalf of Employer and the orderly transfer of
work to other employees of Employer. Employee shall also cooperate in the
defense of any action brought by any third party against Employer that relates
in any way to Employee's acts or omissions while employed by Employer.
19. Notices.
Any notice or other communication under this Agreement must be in writing
and shall be effective upon delivery by hand or three (3) business days after
deposit in the United States mail, postage prepaid, certified or registered, and
addressed to Employers or to Employee at the corresponding addresses below.
Employee shall be obligated to notify Employers in writing of any change in his
address. Notice of change of address shall be effective only when done in
accordance with this Section.
Employer's Notice Addresses:
Pangea Petroleum Corporation
Attn: Xxxx Xxxxxx, President
0000 Xxxxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Employee's Notice Address:
Xxxxxxx X. Xxxxxxx
Home Address On File
20. Action by Employers.
All actions required or permitted to be taken under this Agreement by
Employer, including, without limitation, exercise of discretion, consents,
waivers, and amendments to this Agreement, shall be made and authorized only by
the President, by his or his designated representative, or another
representative specifically authorized by the Board of Directors to fulfill the
obligations under this Agreement.
21. Integration and Other Policies.
4
This Agreement supersedes all other prior and contemporaneous
representations, agreements and statements, whether written or oral, express or
implied, and it may not be contradicted by evidence of any prior or
contemporaneous representations, statements or agreements. Except as
specifically restricted by an express provision of this Agreement, Employer
retains and may exercise all management rights and prerogatives in its
discretion. However, to the extent that the practices, policies, or procedures
of Employer, now or in the future, apply to Employee and are inconsistent with
the terms of this Agreement, the provisions of this Agreement shall control.
22. Amendments; Waivers.
This Agreement may not be amended except by an instrument in writing,
signed by each of the parties. No failure to exercise and no delay in exercising
any right, remedy, or power under this Agreement shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, remedy, or power
under this Agreement preclude any other or further exercise thereof, or the
exercise of any other right, remedy, or power provided herein or by law or in
equity.
23. Assignment; Successors and Assigns.
Employee agrees that he will not assign, sell, transfer, delegate, or
otherwise dispose of, whether voluntarily or involuntarily, or by operation of
law, any rights or obligations under this Agreement. Any such purported
assignment, transfer, or delegation shall be null and void. Nothing in this
Agreement shall prevent the consolidation of Employer with, or its merger into,
any other entity, or the sale by Employer of all or substantially all of its
assets, or the otherwise lawful assignment by Employer of any rights or
obligations under this Agreement. Subject to the foregoing, this Agreement shall
be binding upon and shall inure to the benefit of the parties and their
respective heirs, legal representatives, successors, and permitted assigns, and
shall not benefit any person or entity other than those specifically enumerated
in this Agreement.
24. Severability.
If any provision of this Agreement, or its application to any person,
place, or circumstance, is held by an arbitrator or a court of competent
jurisdiction to be invalid, unenforceable, or void, such provision shall be
enforced to the greatest extent permitted by law, and the remainder of this
Agreement and such provision as applied to other persons, places, and
circumstances shall remain in full force and effect.
25. Attorneys' Fees.
In any legal action, arbitration, or other proceeding brought to enforce
or interpret the terms of this Agreement, the prevailing party shall be entitled
to recover reasonable attorneys' fees and costs.
26. Interpretation.
This Agreement shall be construed as a whole, according to its fair
meaning, and not in favor of or against any party. By way of example and not in
limitation, this Agreement shall not be construed in favor of the party
receiving a benefit or against the party responsible for any particular language
in this Agreement. Captions are used for reference purposes only and should be
ignored in the interpretation of the Agreement.
27. Proprietary Information.
Employee represents and warrants that Employer has consistently made
Employee's willingness to protect Employer's confidential and proprietary
information from any unauthorized use and disclosure, and Employee's willingness
to comply with the terms of Employer's confidentiality policies, procedures, and
agreements, conditions of (1) Employer's agreement to disclose confidential and
proprietary information to Employee, (2) Employee's employment, and (3)
Employee's continued employment. Employee agrees that Employer's requirement of
satisfactory confidentiality agreements is reasonable and necessary to protect
Employer's confidential and proprietary information and to effectuate the
purposes of, and is ancillary to, Employee's employment agreement.
5
28. Acknowledgment.
The parties acknowledge that they have had the opportunity to consult
legal counsel in regard to this Agreement, that they have read and understand
this Agreement, that they are fully aware of its legal effect, and that they
have entered into it freely and voluntarily and based on their own judgment and
not on any representations or promises other than those contained in this
Agreement.
The parties have duly executed this Agreement as of the date first written
above.
/s/ Xxxxxxx X. Xxxxxxx
----------------------
Xxxxxxx X. Xxxxxxx
PANGEA PETROLEUM CORPORATION
/s/ Xxxx X. Xxxxxx
------------------
By: Xxxx X. Xxxxxx
Its: President
WITNESS:
/s/ Xxxxxx X. Xxxxxx
--------------------
Xxxxxx X. Xxxxxx, Director
6
