EXHIBIT 10.1
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EMPLOYMENT AGREEMENT
THIS AGREEMENT made as of the 15th day of May 2006
BETWEEN:
IVANHOE ENERGY INC., a corporation continued under the laws
of the Yukon Territory, having an office at Suite 654 - 999
Canada Place, Vancouver, British Columbia, Canada, V6C 3E1
(the "COMPANY")
AND:
XXXXXX X. XXXXX
(the "EXECUTIVE")
WHEREAS:
A. the Company is an international oil and gas company;
B. the Executive has extensive experience in the international oil and gas
industry;
C. the Company wishes to have the Executive serve as the President and Chief
Operating Officer of the Company; and
D. the parties hereto wish to enter into this agreement to set forth the
terms and conditions applicable to the employment of the Executive in
such capacity.
NOW THEREFORE THIS AGREEMENT WITNESSES that the parties hereto, in
consideration of the premises and of the respective covenants and agreements
on the part of those herein contained, do hereby covenant each with the other
as follows:
PART 1
DEFINITIONS AND INTERPRETATION
DEFINITIONS
1.1 In this Agreement, the following terms shall have the meanings
ascribed thereto:
"AGREEMENT" means this agreement and all amendments made to it by
written agreement between the Company and the Executive;
"BOARD" means the board of directors of the Company;
"BUSINESS DAY" means a day other than Saturday, Sunday or statutory
holiday in British Columbia;
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"CHANGE OF CONTROL" means an event occurring after the Commencement
Date pursuant to which:
(a) a merger, amalgamation, arrangement, consolidation,
reorganization or transfer takes place in which securities
of the Company possessing more than 50% of the total
combined voting power of the Company's outstanding voting
securities are acquired by a person or persons different
from the persons holding those voting securities immediately
prior to such event, and the composition of the Board
following such event is such that the directors of the
Company prior to the transaction constitute less than 50% of
the Board membership following the event;
(b) any person, or any combination of persons acting jointly or
in concert by virtue of an agreement, arrangement,
commitment or understanding acquires, directly or
indirectly, 50% or more of the voting rights attached to all
outstanding voting securities; or
(c) any person, or any combination of persons acting jointly or
in concert by virtue of an agreement, arrangement,
commitment or understanding acquires, directly or
indirectly, the right to appoint a majority of the directors
of the Company; or
(d) the Company sells, transfers or otherwise disposes of all or
substantially all of its assets, except that no Change of
Control will be deemed to occur if such sale or disposition
is made to a subsidiary or subsidiaries of the Company.
"DISABILITY" means a physical or mental incapacity of the Executive
that has prevented the Executive from performing the duties
customarily assigned to the Executive for one hundred and eighty
(180) days, whether or not consecutive, out of any twelve (12)
consecutive months and that in the opinion of the Board is likely to
continue; and
INTERPRETATION
1.2 For the purposes of this Agreement, except as otherwise expressly
provided:
(a) "THIS AGREEMENT" means this Agreement, including the
schedules hereto, and not any particular part, section or
other portion hereof, and includes any agreement, document
or instrument entered into, made or delivered pursuant to
the terms hereof, as the same may, from time to time, be
supplemented or amended and in effect;
(b) all references in this Agreement to a designated "part",
"section" or other subdivision or to a schedule are
references to the designated part, section, or other
subdivision of, or schedule to, this Agreement;
(c) the words "hereof", "herein", "hereto" and "hereunder" and
other words of similar import refer to this Agreement as a
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whole and not to any particular part, section or other
subdivision or schedule unless the context or subject matter
otherwise requires;
(d) the division of this Agreement into parts, sections and
other portions and the insertion of headings are for
convenience of reference only and are not intended to
interpret, define or limit the scope, extent or intent of
this Agreement or any provision hereof;
(e) unless otherwise provided herein, all references to currency
in this Agreement are to lawful money of the United States
of America and all amounts to be calculated or paid pursuant
to this Agreement are to be calculated in lawful money of
the United States of America;
(f) the singular of any term includes the plural, and vice
versa, and the use of any term is generally applicable to
any gender and, where applicable, a body corporate, firm or
other entity, and the word "or" is not exclusive and the
word "including" is not limiting whether or not non-limiting
language (such as "without limitation" or "but not limited
to" or words of similar import) is used with reference
thereto; and
(g) all references to "approval", "authorization", "consent" or
"direction" in this Agreement means written approval,
authorization, consent or direction.
PART 2
EMPLOYMENT
EMPLOYMENT
2.1 The Company shall employ the Executive and the Executive shall
perform services on behalf of the Company as its employee as provided herein
during the Period of Active Employment (as hereinafter defined).
PERIOD OF ACTIVE EMPLOYMENT
2.2 In this Employment Agreement, "PERIOD OF ACTIVE EMPLOYMENT" shall
mean the period beginning on the first date on which the Executive reports to
work in Bakersfield, California, but in any case no later than August 1, 2006
(the "COMMENCEMENT DATE") and terminating on the date on which the first of
the following occurs:
(a) three (3) years from the Commencement Date;
(b) the termination of the Executive's employment by the Company
for cause as provided in Section 6.1 hereof;
(c) the resignation of employment by the Executive pursuant to
Section 6.2;
(d) the termination of this Employment Agreement pursuant to
Section 6.3;
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(e) the Disability of the Executive; or
(f) the death of the Executive.
PART 3
POSITION
CAPACITY AND SERVICES
3.1 The Company shall employ the Executive as President and Chief
Operating Officer of the Company. As such, the Executive shall be subject to
the supervision of the Board ans shall perform such duties and have such
authority as may from time to time be assigned, delegated or limited by the
Board. The Executive shall perform these duties in accordance with the charter
documents and by-laws of the Company, the instructions of the Board, Company
policy, applicable law and the rules and policies of each stock exchange upon
which securities of the Company may be listed from time to time.
Notwithstanding the foregoing, it is anticipated that the Executive will be
elected to the Board and designated the Chief Executive Officer of the Company
prior to the date which is six (6) months from the Commencement Date. Prior to
such election, the Executive will report to one or more members of the Board,
as directed by the Board. In the event that the Executive is not elected to
the Board and designated the Chief Executive Officer of the Company prior to
the later of (a) January 1, 2007, or (b) the date which is six (6) months from
the Commencement Date, the Executive, at his sole discretion, shall have the
option to resign under the terms set forth in Section 6.2(b).
BOARD APPOINTMENT
3.2 The Executive's place of work will be the Company's offices in
Bakersfield, California, but the Company may require the Executive to work at
any place throughout the world on a temporary basis.
FULL TIME AND ATTENTION
3.3 The Executive shall devote one hundred percent (100%) of the
Executive's business time to the Executive's duties hereunder. The Executive
may, however, serve as a member of the board of directors of another company
if the Board, or an appropriate committee thereof, determines in its sole
discretion that such membership is not adverse to the interests of the
Company.
CONFLICTS OF INTEREST
3.4 The Executive agrees that as an executive officer of the Company, he
shall refer to the Board all matters and transactions in which a potential
conflict of interest between the Executive and the Company may arise and shall
not proceed with such matters or transactions until the Board's express
approval thereof is obtained. For purposes of clarification, this Section 3.4
is not intended to limit in any way the Executive's other fiduciary
obligations to the Company which may arise in law or equity.
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PART 4
COMPENSATION AND BENEFITS
COMPENSATION
4.1 The base salary rate ("BASE SALARY") of the Executive shall be
$310,000 per year payable monthly on the last business day of each month.
BENEFITS
4.2 The Company shall provide the Executive and his dependent immediate
family members with the same comprehensive medical, dental, life, disability
and related insurance coverage as are available to the other executive
officers of the Company.
INCENTIVE STOCK OPTIONS
4.3 Subject to all requisite corporate and stock exchange approvals, the
Executive will receive incentive stock options exercisable to purchase up to
1,000,000 common shares of the Company pursuant to the Company's Employees'
and Directors' Equity Incentive Plan dated June 19, 2003 (the "PLAN") at a
price per common share determined in accordance with the terms of the Plan.
The Executive's incentive stock options will vest and become exercisable in
accordance with the following schedule:
(a) options in respect of an initial 250,000 common shares will
become exercisable as of the Commencement Date;
(b) options in respect of an additional 250,000 common shares
will become exercisable as of the first (1st) anniversary of
the Commencement Date;
(c) options in respect of an additional 250,000 common shares
will become exercisable as of the second (2nd) anniversary
of the Commencement Date; and
(d) options in respect of the remaining 250,000 common shares
will become exercisable as of the third (3rd) anniversary of
the Commencement Date.
Subject to earlier termination pursuant to the terms of the Plan, any of the
Executive's incentive stock options remaining unexercised as of the tenth
(10th) anniversary of the Commencement Date will, as of that date, expire and
cease to be exercisable. In addition to the incentive stock options referred
to above, the Executive will also be eligible to receive additional incentive
stock option grants from time to time whenever the Board's compensation
committee determines that it is appropriate to grant additional incentive
stock options to the Company's senior executive officers. All such grants will
be made pursuant to, and in accordance with the terms of, the Plan.
VACATION
4.4 The Executive is entitled to take four (4) weeks vacation per
calendar year in accordance with the Company's policies and practices in
effect at the relevant time for senior executives and subject to the needs of
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the Company. Notwithstanding the foregoing, any vacation of greater than 10
consecutive Business Days in length shall require the approval of the Board.
EXPENSES INCIDENTAL TO EMPLOYMENT
4.5 The Company shall reimburse the Executive in accordance with its
normal policies and practices for the Executive's travel and other expenses or
disbursements reasonably and necessarily incurred or made in connection with
the Company's business. The Executive will furnish the Company with an
itemized account of his expenses in such form or forms as may reasonably be
required by the Company and at such times or intervals as may be required by
the Company.
BONUS
4.6 At the discretion of the Board and based on performance criteria
determined by the Board, the Executive shall be eligible for an annual bonus
in an amount determined by the Board and payable after the end of the
Company's fiscal year.
RELOCATION ALLOWANCE
4.7 As full reimbursement for the Executive relocating to Bakersfield,
California, the Company will pay to the Executive a reasonable amount
determined by the Board, but in any case not less than $50,000.00 towards his
out-of-pocket relocation costs, such housing related expenses, shipping,
storage, temporary living expenses and incidental expenses.
PART 5
CONFIDENTIALITY AND NON-COMPETITION
NON-COMPETITION
5.1 The Executive acknowledges that the Executive's services are unique
and extraordinary. The Executive also acknowledges that the Executive's
position will give the Executive access to confidential information of
substantial importance to the Company and its business. During the
Non-Competition Period (as hereinafter defined), the Executive shall not,
either individually or in partnership or jointly or in conjunction with any
other person, entity or organization, as principal, agent, consultant, lender,
contractor, employer, employee, investor, shareholder or in any other manner,
directly or indirectly, advise, manage, carry on, establish, control, engage
in, invest in, offer financial assistance or services to, or permit the
Executive's name or any part thereof to be used by any business in any
jurisdiction in which Executive knows or ought reasonably to have known that
the Company is conducting business, that competes with the business of the
Company, its parent, affiliated or subsidiary companies, or any business in
which the Company, its parent, affiliated or subsidiary companies is engaged
(the "BUSINESS"). For purposes of this Agreement, "NON-COMPETITION PERIOD"
means a period beginning on the date hereof and ending at the later of:
(a) six (6) months after the end of the Period of Active
Employment; or
(b) the date on which the Executive no longer is receiving
compensation pursuant to the terms of this Agreement.
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OTHER EXECUTIVES
5.2 The Executive agrees that during the period beginning on the date
hereof and ending twelve (12) months after the Period of Active Employment,
neither the Executive nor any entity with whom the Executive is at the time
associated, related or affiliated shall, directly or indirectly, hire or offer
to hire or entice away or in any other manner persuade or attempt to persuade
any officer, employee or agent of the Business to discontinue or alter any one
of their or its relationships with the Company.
CONFIDENTIALITY
5.3 Except in the normal and proper course of the Executive's duties
hereunder, the Executive will not use for the Executive's own account or
disclose to anyone else, during or for a period of three (3) years after the
Period of Active Employment, any confidential or proprietary information or
material relating to the Company's operations or business which the Executive
obtains from the Company or its officers or employees, agents, suppliers or
customers or otherwise by virtue of the Executive's employment by the Company
or by the Company's predecessor. Confidential or proprietary information or
material includes, without limitation, the following types of information or
material, both existing and contemplated, regarding the Company or its parent,
affiliated or subsidiary companies: corporate information, plans, strategies,
tactics, policies, resolutions, litigation or negotiations, financial
information, including debt arrangements, equity structure, investors and
holdings; operational and scientific information, technical information, and
personnel information, including personnel lists, resumes, personnel data,
organizational structure and performance evaluations (the "CONFIDENTIAL
INFORMATION"). Notwithstanding the preceding sentence, "Confidential
Information" shall: not include information which (a) was in the Executive's
possession prior to the Commencement Date, (b) is or becomes publicly known,
except for any such information that becomes publicly known because of
disclosure by the Executive in violation of this Agreement, or (c) is required
to be disclosed pursuant to judicial or regulatory action, law or similar
process.
RETURN OF DOCUMENTS
5.4 The Executive agrees that all documents of any nature pertaining to
activities of the Company and to its parent and their respective affiliated,
related, associated or subsidiary companies, including Confidential
Information, in the Executive's possession now or at any time during the
Period of Active Employment, are and shall be the property of the Company and
its parent, and their respective affiliated, related, associated or subsidiary
companies, and that all such documents and all copies of them shall be
surrendered to the Company whenever requested by the Company.
INVALIDITY
5.5 If any court determines that any provision contained in this
Agreement including, without limitation, a restrictive covenant or any part
thereof is unenforceable because of the duration or geographical scope of the
provision or for any other reason, the duration or scope of the provision, as
the case may be, shall be reduced so that the provision becomes enforceable
and, in its reduced form, the provision shall then be enforceable and shall be
enforced.
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ACKNOWLEDGEMENT
5.6 The Executive acknowledges that, in connection with the Executive's
employment by the Company, the Executive will receive or will become eligible
to receive substantial benefits and compensation. The Executive acknowledges
that the Executive's employment by the Company and all compensation and
benefits and potential compensation and benefits to the Executive from such
employment shall be conferred by the Company upon the Executive only because
and on condition of the Executive's willingness to commit the Executive's best
efforts and loyalty to the Company, including protecting the Company's right
to have its Confidential Information protected and abiding by the
confidentiality, non-competition and other provisions herein. The Executive
understands the Executive's duties and obligations as set forth in this
Agreement and agrees that such duties and obligations would not unduly
restrict or curtail the Executive's legitimate efforts to earn a livelihood
following any termination of the Executive's employment with the Company. The
Executive agrees that the restrictions contained in this Part 5 are reasonable
and valid and all defences to the strict enforcement thereof by the Company
are waived by the Executive. The Executive further acknowledges that
irreparable damage would result to the Company if the provisions of Sections
5.1 through 5.4 are not specifically enforced, and agrees that the Company
shall be entitled to any appropriate legal, equitable, or other remedy,
including injunctive relief, in respect of any failure or continuing failure
to comply with the provisions of Sections 5.1 through 5.4.
CORPORATE OPPORTUNITIES
5.7 Any business opportunities related to the business of the Company
which become known to the Executive during the period of his employment
hereunder must be fully disclosed and made available to the Board by the
Executive and the Executive agrees not to take or omit to take any action if
the result would be to divert from the Company any opportunity which is within
the scope of its Business as known to the Executive from time to time.
PASSIVE INVESTMENT
5.8 Notwithstanding anything in this Article, nothing in this Agreement
shall be deemed to prevent or prohibit the Executive from owning shares in a
publicly listed company as a passive investment, so long as the Executive does
not own more than five per cent (5%) of the shares thereof.
PART 6
TERMINATION AND RESIGNATION
TERMINATION FOR CAUSE
6.1 The Company may immediately terminate this Agreement at any time for
cause by written notice to the Executive. Without limiting the foregoing, any
one or more of the following events shall constitute cause:
(a) the Executive's appropriation of corporate opportunities for
his direct or indirect benefit or his failure to disclose
any material conflict of interest;
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(b) the Executive's failure to disclose material facts
concerning his business interests or employment by other
than the Company;
(c) any of the following acts or circumstances of the Executive:
fraud, illegality, breach of statute or regulation, or gross
incompetence;
(d) the Executive's breach of fiduciary duty to the Company;
(e) the Executive's material breach of this Agreement or gross
negligence in carrying out his duties under this Agreement;
(f) the failure of or refusal by the Executive to follow the
reasonable and lawful directions of the Board or to comply
with the policies, rules and regulations of the Company
(except to the extent that such policies, rules and
regulations expressly conflict with the provisions of this
Agreement);
(g) any conduct which would materially impair or prevent the
Executive from continuing as an officer or director of the
Company under applicable corporate or securities laws, or
the rules and policies of any stock exchange or securities
market upon which the Company's shares are listed from time
to time;
(h) the Executive's plea of guilty to or conviction of an
offence punishable by imprisonment.
If the Company terminates this Agreement for cause under this Section 6.1, the
Company shall not be obligated to make any further payments under this
Agreement, except for the payment of any Base Salary due and owing pursuant to
Section 4.1 at the time of termination and reasonable expenses due and owing
pursuant to Section 4.5 at the time of the termination. If the Company
terminates this Agreement for cause under this Section 6.1, all vested
incentive stock options will remain exercisable for a period of six months
from the date of termination and all unvested incentive stock options will
immediately terminate.
RESIGNATION BY EXECUTIVE
6.2 (a) The Executive shall give the Company not less than eight (8) weeks
notice of the resignation of the Executive's employment hereunder. The Company
may waive or abridge any notice period specified in such notice, in its
absolute discretion. If the Executive resigns the Executive's employment and
terminates this Agreement for any reason, the Company shall have no further
obligations or responsibilities hereunder to the Executive, and nothing herein
contained shall be construed to limit or restrict in any way the Company's
ability to pursue any remedies it may have at law or equity pursuant to the
provisions of this Agreement. Notwithstanding the foregoing, all of the
Executive's vested incentive stock options will remain exercisable for a
period of six months from the date that the Executive's employment terminates.
6.2 (b) In the event that the Executive is not elected to the Board and
designated the Chief Executive Officer of the Company prior to the later of
(a) January 1, 2007, or (b) the date which is six (6) months from the
Commencement Date, the Executive shall have the option of resigning from the
Company with the following conditions. The Executive shall give the Company
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not less than eight (8) weeks notice of the resignation of the Executive's
employment hereunder. The Company will provide the Executive with a lump sum
payment of an amount equal to three (3) monthly payments of the Executive's
Base Salary. The payments provided in this Section 6.2(b) shall be inclusive
of the Executive's entitlement to notice and severance pay at common law or by
statute. Notwithstanding the foregoing, all of the Executive's vested
incentive stock options will remain exercisable for a period of six (6) months
from the date that the Executive's employment terminates. TERMINATION WITHOUT
CAUSE
6.3 The Company may terminate this Agreement at any time without cause or
upon the Disability of the Executive by providing the Executive with a lump
sum payment of an amount equal to twelve monthly payments of the Executive's
Base Salary. The payments provided for in this Section 6.3 shall be inclusive
of the Executive's entitlement to notice and severance pay at common law or by
statute. Notwithstanding the foregoing, those of the Executive's unvested
stock options that would have vested within one (1) year from the date that
the Executive's employments terminates will be deemed to have vested, and all
of the Executive's unexercised stock options that have vested or are deemed to
have vested will remain exercisable for a period of six (6) months from the
date that the Executive's employment terminates.
TERMINATION OF EMPLOYMENT AFTER CHANGE OF CONTROL
6.4 If a Change of Control occurs and this Agreement is terminated by the
Company within twelve (12) months of such Change of Control, the Executive
shall be entitled to receive a lump sum payment in an amount equal to an
amount equal to twelve (12) monthly payments of the Executive's Base Salary.
The Company shall not be obligated to make any further payments under this
Agreement, except for the payment of any reasonable expenses due and owing
pursuant to Section 4.7. Notwithstanding the foregoing, all of the Executive's
unexercised stock options, vested or unvested, will be deemed to have vested
and will remain exercisable for a period of six months from the date that the
Executive's employment terminates.
BENEFITS ON TERMINATION
6.5 If this Agreement is terminated in accordance with Section 6.3 or
Section 6.4, the benefits provided to the Executive pursuant to Section 4.2
shall continue for the amount of months of Base Salary the Executive is
entitled to following the termination of this Agreement pursuant to this Part
or until the Executive commences alternative employment, whichever occurs
first.
RESULTS OF TERMINATION
6.6 Upon termination or resignation of the Executive's employment
pursuant to this Part, this Agreement and the employment of the Executive
shall be wholly terminated with the exception of the clauses specifically
contemplated to continue in full force and effect beyond the termination of
this Agreement, including those set out in Part 5.
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PART 7
REPRESENTATIONS AND WARRANTIES
NO BREACH
7.1 The Executive represents and warrants to the Company that the
execution and performance of this Agreement will not result in or constitute a
default, breach, violation or event that, with notice or lapse of time or
both, would be a default, breach or violation of any understanding, agreement
or commitment, written or oral, express or implied, to which the Executive is
currently a party or by which the Executive or the Executive's property is
currently bound.
INDEMNITY
7.2 The Executive shall defend, indemnify and hold the Company harmless
from any liability, expense or claim (including solicitor's fees incurred in
respect thereof) by any person in any way arising out of, relating to, or in
connection with any incorrectness or breach of the representations and
warranties in Section 7.1.
RIGHT OF TERMINATION
7.3 The Executive acknowledges that a breach of this Part by the
Executive shall entitle the Company to terminate the Executive's employment
and this Agreement for cause.
COMPANY INDEMNITY AND INSURANCE
7.4 The Company shall defend, indemnify and hold the Executive harmless
from any liability, expense or claim (including solicitor's fees incurred in
respect thereof) in any way arising out, relating to or in connection with his
performance of services for the Company, to the fullest extent permitted by
applicable law. The Company shall make reasonable efforts to ensure that the
Executive shall fully participate as a covered insured under the Company's
directors' and officers' liability insurance policy with respect to the Period
of Active Employment.
PART 8
MISCELLANEOUS PROVISIONS
RIGHTS AND WAIVERS
8.1 All rights and remedies of the parties are separate and cumulative,
and none of them, whether exercised or not, shall be deemed to be to the
exclusion of any other rights or remedies or shall be deemed to limit or
prejudice any other legal or equitable rights or remedies which either of the
parties may have.
WAIVER
8.2 Any purported waiver of any default, breach or non-compliance under
this Agreement is not effective unless in writing and signed by the party to
be bound by the waiver. No waiver shall be inferred from or implied by any
failure to act or delay in acting by a party in respect of any default, breach
or non-observance or by anything done or omitted to be done by the other
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party. The waiver by a party of any default, breach or non-compliance under
this Agreement shall not operate as a waiver of that party's rights under this
Agreement in respect of any continuing or subsequent default, breach or
non-observance (whether of the same or any other nature).
SEVERABILITY
8.3 Any provision of this Agreement that is prohibited or unenforceable
in any jurisdiction shall, as to that jurisdiction, be ineffective to the
extent of the prohibition or unenforceability and shall be severed from the
balance of this Agreement, all without affecting the remaining provisions of
this Agreement or affecting the validity or enforceability of such provision
in any other jurisdiction.
NOTICES
8.4 Any notice, certificate, consent, determination or other
communication required or permitted to be given or made under this Agreement
shall be in writing and shall be effectively given and made if (i) delivered
personally, (ii) sent by prepaid same day courier service, or (iii) sent by
fax or other similar means of electronic communication, in each case to the
applicable address set out below:
if to the Company, to:
Xxxxx 000
000 Xxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
Attention: Corporate Secretary
Fax: (000) 000-0000
if to the Executive, to:
[____________]
Fax: [___ ___ ___]
Any such communication so given or made shall be deemed to have been given or
made and to have been received on the day of delivery if delivered personally
or by courier service, or on the day of faxing or sending by other means of
recorded electronic communication, provided that the day in either event is a
Business Day and the communication is so delivered, faxed or sent prior to
4:30 p.m. (local time at destination) on that day. Otherwise, the
communication shall be deemed to have been given and made and to have been
received on the next following Business Day. Any such communication given or
made in any other manner shall be deemed to have been given or made and to
have been received only upon actual receipt. Any party may from time to time
change its address under this Section 8.4 by notice to the other party given
in the manner provided by this Section 8.4.
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TIME OF ESSENCE
8.5 Time shall be of the essence of this Agreement in all respects.
SUCCESSORS AND ASSIGNS
8.6 This Agreement shall enure to the benefit of, and be binding on, the
parties and their respective heirs, administrators, executors, successors and
permitted assigns. The Company shall have the right to assign this Agreement
to any successor (whether direct or indirect, by purchase, amalgamation,
arrangement, merger, consolidation or otherwise) to all or substantially all
of the business and/or assets of the Company provided only that the Company
must first require the successor 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 it if no such succession had taken place. The Executive by
the Executive's signature hereto expressly consents to such assignment. The
Executive shall not assign or transfer, whether absolutely, by way of security
or otherwise, all or any part of the Executive's rights or obligations under
this Agreement without the prior consent of the Company, which may be
arbitrarily withheld.
AMENDMENT
8.7 No amendment of this Agreement will be effective unless made in
writing and signed by the parties.
ENTIRE AGREEMENT
8.8 This Agreement constitutes the entire agreement between the parties
pertaining to the subject matter of this Agreement and supersedes all prior
agreements, understandings, negotiations and discussions, whether oral or
written. There are no conditions, warranties, representations or other
agreements between the parties in connection with the subject matter of this
Agreement (whether oral or written, express or implied, statutory or
otherwise) except as specifically set out in this Agreement.
GOVERNING LAW
8.9 This Agreement shall be governed by and construed in accordance with
the laws of the Province of British Columbia and the laws of Canada applicable
in that Province and shall be treated, in all respects, as a British Columbia
contract.
HEADINGS
8.10 The division of this Agreement into Parts and Sections and the
insertion of headings are for convenience or reference only and shall not
affect the construction or interpretation of this Agreement.
FULL SATISFACTION
8.11 The terms set out in this Agreement, provided that such terms are
satisfied by the Company, are in lieu of (and not in addition to) and in full
satisfaction of any and all other claims or entitlements which the Executive
has or may have upon the termination of the Executive's employment pursuant to
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Part 6 and the compliance by the Company with these terms will affect a full
and complete release of the Company and its parent and their respective
affiliates, associates, subsidiaries and related companies from any and all
claims which the Executive may have for whatever reason or cause in connection
with the Executive's employment and the termination of it, other than those
obligations specifically set out in this Agreement. In agreeing to the terms
set out in this Agreement, the Executive specifically agrees to execute a
formal release document to that effect and will deliver upon request
appropriate resignations from all offices and positions with the Company and
its parent and their respective affiliated, associated subsidiary or
affiliated companies if, as and when requested by the Company upon termination
of the Executive's employment within the circumstances contemplated by this
Agreement.
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EXECUTIVE ACKNOWLEDGEMENTS
8.12 The Executive acknowledges that:
(a) the Executive has had sufficient time to review this
Agreement thoroughly;
(b) the Executive has read and understands the terms of this
Agreement and the obligations hereunder;
(c) the Executive has been given an opportunity to obtain
independent legal advice concerning the interpretation and
effect of this Agreement; and
(d) the Executive has received a fully executed counterpart copy
of this Agreement.
IN WITNESS WHEREOF the parties have executed counterpart copies of
this Agreement.
/s/ Xxxxx Xxxxxx /s/ Xxxxxx X. Xxxxx
------------------------------- ---------------------------------
Witness XXXXXX X. XXXXX
---------------------------------
IVANHOE ENERGY INC.
Per: /s/ Xxxxx X. Xxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxx
Title: Chairman
