EMPLOYMENT AND NON-COMPETITION AGREEMENT
Exhibit
10.1
THIS
EMPLOYMENT AND
NON-COMPETITION AGREEMENT (“Agreement”) is made as of the _First___ day of
__June___, 2007, by and between ___Manas Petroleum______, a ___Nevada based____
corporation (the “Company”), and ___Neil Maedel______, a resident of
____Nassau______, ____Bahamas______ (the “Employee”).
W I T N E S S E T H:
WHEREAS,
the
Company desires to retain the services of the Employee in the manner hereinafter
specified in its business, thereby retaining for the Company the benefit of
the
Employee's business knowledge and experience and also to make provisions for
the
payment of reasonable and proper compensation to the Employee for such services;
and
WHEREAS,
the
parties have agreed to enter into this Agreement subject to the terms and
conditions herein; and
WHEREAS,
the
Employee is willing to be employed by the Company and to perform the duties
incident to such employment upon the terms and conditions hereinafter set
forth;
NOW,
THEREFORE, in
consideration of the premises and mutual covenants and representations herein
contained, the Company and the Employee mutually agree as follows:
A
G R E E M E N
T:
ARTICLE
I
EMPLOYMENT
AND
DUTIES
Section
1.1 Employment. The
Company shall
employ the Employee, and the Employee shall accept employment with the Company
as an employee of the Company, upon the terms and subject to the conditions
hereinafter set forth and shall hold the title of _Director Business Development
& Member of the Board of Directors (position).
Section
1.2 Duties. the
Employee shall
serve as Director Business Development (position) of the Company and,
subject
to the
general operating policies, as amended from time
1
to
time, of the
Board of Directors (the “Board”) and the Company’s Certificate of Incorporation
and By-Laws, Employee shall
have
supervision and control over, and executive responsibility for, the day to
day
business operations of the Company and its subsidiaries.
Employee
shall
have such other duties as customarily performed by the Director of Business
Development and also have such other powers and duties as may be, from time
to
time, prescribed by the Board, provided that the nature of Employee’s powers and
duties so prescribed shall not be inconsistent with Employee’s position and
duties hereunder. Employee
shall report
directly and exclusively to the Board and CEO and no
other executive
officer will be appointed with authority over the business operations of the
Company or its subsidiaries.
During the Term,
Employee shall also be nominated to serve as a member of the Board.
The
Employee shall
devote his best efforts to the business and affairs of the Company and, during
the Term (as defined in Section 2.1 of this Agreement) as well as the period
provided in Article III, shall observe at all times the covenants regarding
non-competition, and confidentiality provided in Article III hereof. The Company
and Employee acknowledge and agree that, during the Term, Employee shall be
permitted to (i)
serve on
corporate, civic or charitable boards or committees, and (ii) manage passive
personal investments so long as any such activities do not unduly interfere
with
the performance of Employee’s responsibilities as an employee of the Company in
accordance with this Agreement.
ARTICLE
II
TERMS
OF
EMPLOYMENT; COMPENSATION AND BENEFITS
Section
2.1 Term. Except
as otherwise
provided herein, the term of this Agreement shall be open-ended
beginning on the Effective Date (the “Initial Term”).
Section
2.2 Compensation. Except
as otherwise
set forth herein, the Company shall pay, and the Employee shall accept as full
consideration for the services to be rendered hereunder, and the covenants
entered into hereunder, compensation as set forth in Exhibit
“A”,
attached hereto
and incorporated herein by reference.
Section
2.3 Benefits. The
Employee shall be
entitled to participate in such fringe benefits as are generally available
to
employees of the Company or key executive personnel, and
2
to
the normal
perquisites provided to such executives. Such benefits, if any, shall be
provided upon the terms and conditions as set forth on Exhibit
“B”,
attached hereto
and incorporated herein by reference. Provided however, nothing in this
Agreement shall be construed to require the Company to offer any specific fringe
benefit to Employee, except those specifically enumerated in Exhibit B, to
effect compliance with this Section 2.3.
ARTICLE
III
NON-COMPETITION
AND
CONFIDENTIALITY
Section
3.1 Restrictive
Covenants.
(a) Confidentiality. The
Employee
specifically agrees that, without the consent of the Company, he will not at
any
time, in any fashion, form, or manner, either directly or indirectly, divulge,
disclose, or communicate to any person, firm or corporation (other than to
an
attorney or accountant in the regular course of the Company’s business) any
Confidential Information (as hereinafter defined). Upon the termination of
this
Agreement for any reason, the Employee shall immediately surrender and deliver
to the Company all Confidential Information in all forms. The covenants set
forth in this Section 3.1(c) shall survive the termination of this Agreement
for
a term of ten (10) years subsequent to the termination date.
(b) Continuing
Obligations. The
Employee
agrees that his obligations and duties contained in this Article III are
continuing obligations and, except as otherwise set forth herein, said duties
shall survive the termination or expiration of this Agreement for any reason
whatsoever.
“Confidential
Information”
shall
mean any
information, not generally known in the relevant trade or industry, obtained
from the Company or any of its subsidiaries, affiliates, customers or suppliers
or which falls within any of the following general categories:
(a) information relating to the business of the Company or that of any of
its subsidiaries, affiliates, customers or suppliers, including but not limited
to, financial reports, income statements, balance sheets, annual and quarterly
reports, general ledger, accounts receivable, and other accounting reports,
non-public filings with government agencies, business forms, handbooks,
policies, and documents, business plans, business processes and procedures,
sales or
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marketing
methods,
methods of doing business, customer lists, customer usages and/or requirements,
and supplier information of the Company or any of its subsidiaries, affiliates,
customers or suppliers; (b) information relating to existing or
contemplated products, services, technology, designs, processes, formulae,
computer systems, computer software, algorithms and research or developments
of
the Company or any of its subsidiaries, affiliates, customers or suppliers;
(c) information relating to trade secrets of the Company or any of its
subsidiaries, affiliates, customers or suppliers; or (d) information marked
“Confidential” or “Proprietary” by or on behalf of the Company or any of its
subsidiaries, affiliates, customers or suppliers.
Section
3.2 Enforcement;
Remedies. The
Employee
covenants, agrees, and recognizes that because the breach or threatened breach
of the covenants, or any of them, contained in Section 3.1 hereof will result
in
immediate and irreparable injury to the Company, the Company shall be entitled
to an injunction restraining the Employee from any violation of Section 3.1
to
the fullest extent allowed by law. The Employee further covenants and agrees
that in the event of a violation of any of the respective covenants and
agreements contained in Section 3.1 hereof, the Company shall be entitled to
an
accounting of all profits, compensation, commissions, remuneration or benefits
which the Employee directly or indirectly has realized and/or may realize as
a
result of, growing out of, or in connection with any such violation and shall
be
entitled to receive all such amounts to which the Company would be entitled
as
damages under law or at equity. The Employee further covenants, agrees and
recognizes that, notwithstanding anything to the contrary contained herein,
in
the event of a violation, breach or threatened breach of any of the respective
covenants and agreements contained in Section 3.1 hereof, the Company shall
be
excused from making any further payments to the Employee pursuant to any
provision of this Agreement until the Employee shall cease violating or
breaching his respective covenants and agreements contained in Section 3.1
hereof and shall have received reasonable assurances from the Employee that
he
will no longer engage in the same. Nothing herein shall be construed as
prohibiting the Company from pursuing any other legal or equitable remedies
that
may be available to it for any such violation or breach, including the recovery
of damages from the Employee. If either party files suit to enforce or enjoin
the enforcement of the covenants contained herein, the prevailing party shall
be
entitled to recover, in addition to all other damages or remedies provided
for
herein, its costs incurred in prosecuting or defending said suit, including
reasonable attorneys' fees.
4
Section
3.3 Construction. The
Employee hereby
expressly acknowledges and agrees as follows:
(a) That
the covenants
set forth in Section 3.1 above are reasonable in all respects and are necessary
to protect the legitimate business and competitive interests of the Company
in
connection with its business which the Employee agrees, pursuant to this
Agreement, to assist the Company in maintaining and developing; and
(b) That
each of the
covenants set forth in Section 3.1 above is separately and independently given,
and each such covenant is intended to be enforceable separately and
independently of the other such covenants, including without limitation,
enforcement by injunction; provided,
however,
that the
invalidity or unenforceability of any provision of this Agreement in any respect
shall not affect the validity or enforceability of this Agreement in any other
respect. In the event that any provision of this Agreement shall be held invalid
or unenforceable by a court of competent jurisdiction by reason of the
geographic or business scope or the duration thereof of any such covenant,
or
for any other reason, such invalidity or unenforceability shall attach only
to
the particular aspect of such provision found invalid or unenforceable as
applied and shall not affect or render invalid or unenforceable any other
provision of this Agreement or the enforcement of such provision in other
circumstances, and, to the fullest extent permitted by law, this Agreement
shall
be construed as if the geographic or business scope or the duration of such
provision or other basis on which such provisions has been challenged had been
more narrowly drafted so as not to be invalid or unenforceable.
ARTICLE
IV
TERMINATION
Section
4.1 Termination.
(a) If,
during the term
hereof, the Employee (i) violates in any material respect any provision of
Article III hereof; (ii) is convicted of a felony or a crime involving moral
depravity or the commission of any other act or omission involving dishonesty
or
fraud with respect to the Company or any of its subsidiaries, customers or
suppliers; (iii) substantially and repeatedly fails to perform the duties of
the
office held by the Employee which continues
5
after
written
warnings to correct such deficiency; (iv) commits acts of willful misconduct,
the Company may immediately, in writing, terminate this Agreement without
further obligation hereunder, except that the Company shall, within 30 days
of
termination, pay all compensation accrued through the effective date of
termination and reimburse Employee for all expenses incurred before the
termination of Employee’s employment.
(b) If,
during the term
of this Agreement, the Employee is charged with any act referred to in Section
4.1(a) above, the Company may, upon one (1) day’s notice, require the Employee
to take a leave of absence without pay for up to fifteen (15) days, the length
of such leave of absence to be determined by the Company in the Company’s sole
discretion.
(c) Upon
the Employee’s
resignation from employment with the Company other than pursuant to Section
4(f)
and Section 4(g), the Company shall, within 30 days of termination, pay all
compensation accrued through the effective date of resignation and reimburse
Employee for all expenses incurred before the termination of Employee’s
employment, and Employee shall have no further right for any salary or other
benefits except as otherwise required by law.
(d) This
Agreement
shall be terminated by the death of the Employee. If the death of the Employee
occurs and this Agreement is thereby terminated, the Company shall, within
30
days of termination, pay to the Employee's estate or legal representative in
complete settlement for relinquishment of his interest in this Agreement,
compensation and benefits payable to him through the end of the calendar month
in which his death and the Agreement's termination occur, and shall reimburse
Employee’s estate or legal representative for all expenses incurred before the
Employee’s death.
(e) The
Company may
terminate this Agreement by written notice to the Employee in the event that
during the term hereof the Employee shall become “permanently disabled” as the
term “permanently disabled” is hereinafter fixed and defined. For purposes of
this Agreement, “permanently disabled” shall mean (i) the Employee is unable, by
reason of accident, physical or mental infirmity or other causes beyond his
control, to satisfactorily perform duties then assigned to him or such reduced
duties which the Company is willing to assign to him for a continuous period
of
one hundred eighty (180) days or for a total period of
6
one
hundred eighty
(180) days, either consecutive or not, in any twelve month period, or (ii)
the
Employee is unwilling for whatever reason to perform on a full-time basis the
duties then assigned to him for a continuous period of one hundred eighty (180)
days or for a total period of one hundred eighty (180) days, either consecutive
or not, in any twelve month period. For purposes of this Agreement, the Company
shall determine the existence of “permanent disability”; provided,
however,
a determination
of “permanent disability” under subsection (i) above may be made only upon
receipt of a certificate of disability from a qualified physician, selected
by
the Company, subject to the reasonable approval of Employee or his
representative after examination by such physician of the disabled Employee;
provided,
further,
that in the event
the Employee has failed to substantially perform his duties for a period of
30
consecutive days as a result of accident or injury and thereafter refuses to
submit to a medical examination at the request of the Company for a continuous
period of one hundred eighty (180) days, the Employee shall be deemed to be
“permanently disabled.” Upon termination pursuant to this Section 4.1(e), the
Company shall, within 30 days of termination, pay to the Employee in complete
settlement for relinquishment of the Employee's interest in this Agreement,
compensation and benefits payable to the Company through the end of the calendar
month in which termination of this Agreement occurs, and reimburse Employee
for
all expenses incurred before the termination of Employee’s employment.
(f) In
the event that
the Employee’s employment hereunder is terminated (i) at any time by the Company
without cause or (ii) by the resignation of Employee as a result of (A) a breach
by the Company of any provision of this Agreement, including, without
limitation, the failure of the Company to pay any amount hereunder when the
same
shall be due and payable the Company shall (i) within 30 days of termination,
pay Employee all compensation accrued through the effective date of resignation
and reimburse Employee for all expenses incurred before the termination of
Employee’s employment, (ii) within 30 days of termination, pay Employee in a
lump sum an amount equal to 6 months of Employee’s annual guaranteed salary in
effect on the date of termination and the prior year’s bonus as determined by
the Board of Directors and (iii) provide to Employee, at the Company’s expense,
for the first year after Employee’s termination, continued coverage under all
benefit plans in which Employee participated immediately prior to Employee’s
termination (or if the Company was paying Employee for obtaining such coverage
on his own, the Company will pay Employee in a lump
7
sum
on termination,
the amount required to continue such coverage for a period of one year), and
Employee shall have no further right for any salary or other benefits except
as
otherwise required by law. In addition, upon termination of Employee’s
employment pursuant to this Section 4(f), all options granted to Employee shall
immediately vest and become exercisable.
(g) In
the event that
the Employee’s employment hereunder is terminated by Employee for any reason
during the 90-day period subsequent to a Change in Control (as hereinafter
defined), the Company shall (x) within 30 days of termination, pay Employee
all
compensation accrued through the effective date of resignation and reimburse
Employee for all expenses incurred before the termination of Employee’s
employment, and (y) within 30 days of termination, pay Employee in a lump yum
an
amount equal to 6 months Employee’s annual guaranteed salary in effect of
termination, and Employee shall have no further right for any salary or other
benefits except as otherwise required by law. In addition, upon termination
of
Employee’s employment pursuant to this Section 4(g), all options granted to
Employee shall immediately vest and become exercisable.
For
purposes of
this Agreement, “Change in Control” shall mean:
(i) The
acquisition by
any individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) (a
“Person”),
other than the
current principal stockholders of the Company, of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent
(50%) or more of either (A) the then outstanding shares of the Company’s Common
Stock (the “Outstanding
Company
Common Stock”)
or (B) the
combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of members of the Board or board
of
any corporate successor to the business of the Company (the “Outstanding
Company
Voting Securities”);
provided,
however,
that for purposes
of this subsection (i), the following acquisitions shall not constitute a Change
of Control: (1) any acquisition by the Company, or (2) any acquisition by any
Person pursuant to a transaction which complies with clauses (A), (B) and (C)
of
subsection (c) below; or
(ii) Individuals
who, as
of the Effective Date, constitute the Board (the “Incumbent Board”) cease for
any reason within any period of 18 consecutive months to
8
constitute
at least
a majority of such Incumbent Board; provided,
however,
that any
individual becoming a director subsequent to the Effective Date whose election,
or nomination for election, by the Company’s stockholders, was approved by a
vote of at least a majority of the members then comprising the Incumbent Board
shall be considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or other actual
or
threatened solicitation of proxies or consents by or on behalf of a Person
other
than the Incumbent Board; or
(iii) Consummation
after
the Effective Date of a reorganization, merger or consolidation or sale or
other
disposition of all or substantially all of the assets of the Company or the
acquisition of assets of another corporation (a “Business Combination”), in each
case, unless, following such Business Combination, (A) all or substantially
all
of the individuals and entities who were the beneficial owners, respectively,
of
the Outstanding Company Securities and Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than fifty percent (50%) of, respectively, the then Outstanding
Company Securities and the Outstanding Company Voting Securities, as the case
may be, of the corporation resulting from such Business Combination in
substantially the same proportions as their ownership, immediately prior to
such
Business Combination, of the Outstanding Company Securities and Outstanding
Company Voting Securities, as the case may be, (B) no Person (excluding any
employee benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly, fifty percent (50%) or more of, respectively, the then Outstanding
Company Securities and the Outstanding Company Voting Securities resulting
from
such Business Combination or the combined voting power of the then outstanding
voting securities of such corporation except to the extent that such Person
had
an ownership position in excess of such fifty percent (50%) of the Outstanding
Company Voting Securities prior to the Business Combination or (C) at least
a
majority of the members of the board of the entity resulting from such Business
Combination were members of the Incumbent Board or Persons who replaced such
Incumbent Board without causing a Change in Control pursuant to Section (b)
above at the time of the execution of the initial agreement, or of the action
of
the Incumbent Board, providing for such Business Combination; or
9
(iv) Approval
by the
security holders of the Company of a complete liquidation or dissolution of
the
Company.
(h) If
either party is
prevented or delayed or anticipates being prevented or delayed in the
performance of any of its obligations under this Agreement as a result of a
force majeure event, to include but not limited to strikes, lockouts, civil
commotion, embargo, governmental legislation or regulation, riot, invasion,
acts
or threats of terrorism, war, threat of or preparation for war, fire, explosion,
storm, flood, earthquake, subsidence, epidemic or other natural physical
disaster it shall immediately notify the other party, in writing, of the same,
and, where reasonably possible, specifying the period for which such prevention
or delay can reasonably be expected to continue. If a party shall have fully
complied with its obligations under this clause 4.1(h) it shall be excused
from
performance of its unfulfilled obligations under this Agreement from the date
of
such notice until such force majeure event no longer pertains, provided,
however, if such obligations related to “deferred compensation” within the
meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”), such obligation shall only be permitted to remain unfulfilled to the
extent permitted by Section 409A of the Code.
ARTICLE
V
MISCELLANEOUS
PROVISIONS
Section
5.1 Governing
Law. The
validity,
construction, interpretation and enforceability of this Agreement shall be
determined and governed by the laws of the Province of British Columbia,
Canada.
Section
5.2 Assignment. This
Agreement shall inure to the benefit of and shall be binding upon the heirs
and
legal representatives of the Employee and upon the successors and assigns of
the
Company. This Agreement is a personal service contract and it may not be
assigned by the Employee; the Agreement is, however, expressly assignable by
the
Company to an affiliate of the Company.
Section
5.3 Remedies.
10
(a) Termination
of this
Agreement shall not constitute a waiver of the Company's or the Employee’s
rights under this Agreement or otherwise, nor a release of the Company or the
Employee from its or his obligations under Article III hereof. The parties
hereto agree that monetary damages are not adequate relief for breaches under
Article III hereof and that injunctive relief may be sought and enforced by
the
Company against the Employee for enforcement of the duties and obligations
contained therein.
(b) The
rights and
remedies provided each of the parties herein shall be cumulative and in addition
to any other rights and remedies provided by law or otherwise. Any failure
in
the exercise by either party of his or its right to terminate this Agreement
or
to enforce any provision of this Agreement for default or violation by the
other
party shall not prejudice such party's right of termination or enforcement
for
any further or other default or violation.
Section
5.4 Entire
Agreement; Amendment. This
Agreement constitutes the entire agreement between the parties respecting the
Employee's employment, and there are no representations, warranties or
commitments, except as set forth herein. This Agreement may be amended only
by
an instrument in writing executed by the parties hereto.
Section
5.5 Notices. Any
notice,
request, demand or other communication hereunder shall be in writing and shall
be deemed to be duly given when personally delivered to an officer of the
Company or to the Employee, as the case may be, or when delivered by mail at
the
addresses set forth below or such other address as may be subsequently
designated in writing:
The
Employee:
Xxxx
Xxxxxx
Jasmine
House /
Port New Providence
Nassau
Bahamas
With
copy
to:
The
Company:
Xxxxx
Petroleum
Inc.
Xxxxxxxxxxxxxx
0
X.X.
Xxx
000
XX-000
Xxxx
Xxxxxxxxxxx
11
With
copy
to:
Attn.Xxxxx
Petroleum Corp.
Xxxxxxx
X.
Xxxxxxxx
General
Council
4th
Floor, 000 Xxxx
Xxxxxx
Xxxxxxxx,
X.X. X0X
0X0
Xxxxxx
Section
5.6 Severability. The
provisions of this Agreement and any exhibits are severable and, if any one
or
more provisions may be determined to be illegal or otherwise unenforceable,
the
remaining provisions shall be enforceable. Any partially enforceable provisions
shall be enforceable to the extent enforceable.
Section
5.7 Gender. Throughout
this Agreement, the masculine gender shall be deemed to include the feminine
and
neuter, and vice versa, and the singular the plural, and vice versa, unless
the
context clearly requires otherwise.
Section
5.8 Freedom
To
Contract. The
Employee
represents and warrants that he has the right to enter into this Agreement
and
that no other agreements exist, whether written or oral, which would be in
conflict with any of the terms and conditions of this Agreement. During the
first year hereof only, notice must be provided to the Company in writing of
any
agreements, written or oral, whereby the Employee is to provide services for
compensation entered into by the Employee during the term of this Agreement.
Such written notice must describe in detail the proposed relationship, as
evidenced by such agreement, and specify whether compensation has been received
or will be received under the terms of such agreement. The Employee represents
and warrants that he will not enter into any agreement, which is in conflict
with the terms and conditions of this Agreement.
Section
5.9 Waiver
of
Breach. Either
party’s waiver of a breach of any provision of this Agreement by the other shall
not operate or be construed as a waiver of any subsequent breach by such other
party. No waiver shall be valid unless in writing and, in the case of Company,
signed by an authorized officer of the Company.
12
Section
5.10 Headings. Headings
in
this Agreement are for convenience only and shall not be used to interpret
or
construe its provisions.
Section
5.11 Waiver
of Jury
Trial. The
Parties
hereto waive the right to a jury with respect to the resolution of any dispute
brought in connection with this Agreement.
Section
5.12. Successors;
Binding Effect; Third Party Beneficiaries. In
the event
of a future disposition by the Company (whether direct or indirect, by sale
of
assets or stock, merger, consolidation or otherwise) of all or substantially
all
of its business and/or assets, the Company will require any successor, by
agreement in form and substance reasonably satisfactory to Employee or by
operation of law, to expressly assume and agree to perform this Agreement in
the
same manner and to the same extent that the Company would be required to perform
if no such disposition had taken place. The foregoing includes the acquisition
of the Company by a public shell in a reverse merger or exchange transaction,
in
which case this Agreement shall be assumed by the parent holding company and
Employee’s duties shall include those of the Chairman of the Board (position) of
the parent holding company as well as any subsidiaries thereof, including the
Company. As used
in this
Agreement, “the Company” shall mean the Company as herein before defined and any
successor to its business and/or assets as aforesaid
which
assumes and agrees to
perform this
Agreement
by operation
of law,
or otherwise.
Section
5.13. Indemnification;
Insurance. Subject
to
and in accordance with the provisions of the Certificate of Incorporation of
the
Company, which shall not as to the following, except as required by applicable
law, be amended in this regard without Employee’s consent, the Company shall
indemnify Employee to the fullest extent permitted by the _______________(state
corporate law), as amended from time to time, for all amounts (including,
without limitation, judgments, fines, settlement payments, expenses and
attorney’s fees) incurred or paid by Employee in connection with any action,
suit, investigation or proceeding arising out of or relating to the performance
by Employee of services for, or the acting by Employee as a manager, officer
or
employee of, the Company, or any other person or enterprise at the Company’s
request. The Company shall use its commercially reasonable efforts to purchase
and maintain during the Interim Period and the Term directors’ and officers’
insurance with a liability limit of not less than $_1.6 million,
provided that the
Board shall have the right to reduce the amount of insurance coverage if, in
its
opinion, coverage in such amount
13
is
available only
on unreasonable terms but in no event shall such coverage be less than $_1
million.
14
IN
WITNESS
WHEREOF,
with due
authorization the parties have executed this Agreement as of the day and year
first above written.
THE COMPANY | ||
Xxxxx
Petroleum Corp.(Employer)
a
Nevada
corporation
|
||
By:
|
/s/Xxxxx Xxxxxx | |
Its:
|
Chairman | |
EMPLOYEE | ||
/s/Xxxx Xxxxxx | ||
(Employee) |
15
EXHIBIT
A
Compensation
A. |
Salary
|
During
the first
year of the Initial Term of this Agreement, the Company shall provide Employee
a
guaranteed salary of US$ 180,000.00 per annum, payable monthly in accordance
with the Company’s normal payroll practices (the “First Year
Salary”).
During
each
subsequent year of the Term, the Company shall provide Employee a salary at
least equal to the First Year Salary but shall endeavor in good faith to raise
Employee’s annual salary to such level commensurate with Employee’s performance
over the prior 12 months, the progression and growth of the Company’s business
over the prior 12 months, then prevailing industry salary scales and other
relevant factors. In no event shall Employee’s guaranteed salary be less than
the First Year Salary.
B. Stock
Options
Upon
the Effective
Date, Employee shall receive stock options according to the Stock Option
Plan.
C .Bonus
Within
60 days
following the Effective Date, the Board shall adopt a bonus plan pursuant to
which all executives, including Employee, shall be able to receive an annual
bonus. Any bonus shall be paid before January 31st of the year following the
end
of the year in which the annual bonus was earned. Any bonus plan or payments
thereunder shall comply with Section 409A of the Internal Revue Code of 1986
so
that no liability results under Section 409A as a result of the bonus plan
or
any payment thereunder.
16
EXHIBIT
B
Benefits
The
Employee shall
be provided with benefits now or in the future provided by the Company to its
employees and executives, including but not limited to comprehensive family
health insurance and disability insurance.
(a) The
Employee shall
receive a non-accountable automobile and monthly parking allowance of US$
12,000.00 per year (US$ 1,000.00 per month).
(b) The
Employee shall
be promptly reimbursed for the following business expenses: (i) gasoline, tolls,
parking (exclusive of monthly), meals/entertainment, airfare, hotel, cellular
phone fees and other business-related charges and expenses necessary for the
Employee to fully perform his functions as the Chairman of the Board of the
Company, provided that Employee submits proper expense reports and receipts
for
such permitted business expenses in accordance with Company policy, and (ii)
gifts and contributions approved by the Board.
(c) The
Employee shall
be entitled to five (5) weeks paid vacation in each year. No vacation may be
carried over from one year to the next, unless the Employee receives a written
extension from the Company’s Board of Directors. The Employee
shall also be
entitled to all paid holidays given by the Company to its employees and key
management personnel.
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