AMENDED
EMPLOYMENT CONTRACT
BETWEEN
PLAYA MINERALS & ENERGY, INC.
AND
XXXX X. XXXXXX
THE STATE OF TEXAS SS.
COUNTY OF XXXXXX XX.
PLAYA Minerals & Energy, Inc. ("PLAYA", "Company" or "Employer"), and
Xxxx X. Xxxxxx ("Employee"), for good and valuable consideration and in exchange
of the mutual promises and covenants herein, the parties hereby agree to the
following Employment Contract:
1.
COMPENSATION
Employer agrees to pay Employee, during the term of this Agreement, a
yearly salary of $200,000 payable in Twelve (12) equal monthly payments of
$16,666.67. Employee will receive his monthly payment, payable in two (2) equal
installments on the first (1st) and fifteenth (15th) of each month during the
term of this agreement. All compensation shall be subject to the customary
withholding tax and other employment taxes as required by law with respect to
compensation paid by an Employer to an Employee. Employee will also be entitled
to participate in Employer's health insurance program, to the extent Employee
qualifies hereunder.
As an incentive to increase the reserves of the company and maximize
cash flow of existing assets, an annual bonus shall be computed each year based
on increases in the proved reserve base of properties on each January 1st owned
by the company as of the prior year. New acquisitions by the company shall not
be considered as part of the increase in reserve base or purpose of the bonus
computation. Increases in the reserve base shall be those increases in boe
equivalent over the reserve report for the previous year. The reserve increases
must be documented by independent third party engineers hired by the company.
The bonus shall be computed by multiplying the PV10% value of the
current year's increase over the prior year by a factor of 3% to the net
increase in cash value.
The bonus shall then be paid as decided between the directors and Xx.
Xxxxxx either in cash, stock, or a combination thereof.
2.
DUTIES
During the period of employment hereunder, Employee shall devote
Employee's full time and efforts to the business and affairs of Employer, with
the exception of vacation time as provided below, serve as President, perform
such services not inconsistent with Employee's position, as shall be designated
by the Board of Directors or Employer's manager, use Employee's best effort to
promote the interests of Employer and its manager, and hold the offices in the
Corporation to which from time to time Employee may be elected or appointed.
3.
WORKING FACILITIES
Employer shall furnish Employee with facilities and service suitable to
Employee's position and adequate for the performance of Employee's duties.
4.
VACATION
Employee shall be entitled to an annual three (3) week vacation without
loss of compensation. Employee shall be entitled to such additional time without
loss of compensation for attendance at meetings and conventions related to
Employer's business as the Board of Directors shall from time to time determine.
5.
TERMINATION FOR CAUSE
This Agreement may be terminated immediately by Employer upon
occurrences of any of the following events:
a. The death of Employee;
b. At Employer's option, Employee's permanent
disability. Employer's optin shall be exercised in
writing, delivered to Employee and shall be
effective on deliver, however, employer shall
maintain disability policies on employee during
the term of employment;
c. Employee's conviction of a felony involving moral
turpitude while in the employment of the Company;
d. Theft of corporate assets by employee.
Upon termination for any of the foregoing causes, Employee shall be
entitled to receive only the compensation accrued but not unpaid as of the date
of termination and shall not be entitled to additional compensation except as
expressly provided in this Agreement. If Employee dies during the term of this
employment, Employer shall pay to the estate of Employee up to the end of the
month in which Employee's death occurs.
6.
TERMINATION WITHOUT CAUSE
This Agreement will expire by its own terms five years from the
effective date unless otherwise terminated for cause under Section 5. If without
cause, Employee shall be entitled to compensation per the contract.
7.
EMPLOYER'S AUTHORITY
Employee agrees to observe and comply with the rules and regulations of
Employer as adopted by the Board of Directors, either orally or in writing,
respecting performance of Employee's duties, and to carry out and to perform
orders, directions, and policies conveyed by Employer to Employee from time to
time, either orally or inwriting.
8.
EXPENSES
Employee is authorized to incur reasonable expenses for promoting the
business of Employer, including expenses for entertainment, travel, and similar
items. Employer will reimburse Employee for all such expenses upon the
presentation by Employee, from time to time, of an itemized account of those
expenditures. Monthly membership dues in the Houston Center Club shall be
considered a reasonable business expense.
9.
RELATIONSHIP BETWEEN THE PARTIES
The parties recognize that the Board of Directors, in accordance with
the statues of the State of Texas, shall manage the business affairs of
Employer. Employee shall be considered under the provisions of this agreement as
being entitled (to the extent qualified) to participate in any plans,
arrangement or distributions by Employer pertaining to or in connection with any
pension, bonus, profit sharing, group life insurance, disability insurance,
medical insurance, or similar benefits for key employees of the Company. Nothing
contained in this Agreement shall be construed as obligating Employer to provide
any plans, arrangements or distributions described herein, the election to
provide same being at the sole and exclusive option of Employer. Nothing
contained in this Agreement shall be construed to give Employee any interest in
the physical assets or the accounts receivable of Employer.
10.
DISABILITY
In the event that Employee shall be permanently disabled for a period
of more than three (3) months, Employee shall receive compensation for three (3)
months after commencement of disability. Employee's full compensation shall be
reinstated upon Employee's return to employment and the discharge of Employee's
full duties hereunder. Notwithstanding anything in the Agreement to the
contrary, Employer may terminate this Agreement at any time after Employee has
been absent from Employee's employment, for whatever cause, for a continuous
period of more than three (3) months, and all obligations of Employer hereunder
shall case upon any such termination.
11.
TERM
The term of this Agreement shall be for a period of five (5) years,
commencing on the effective date of this Agreement and terminating on the fifth
anniversary thereof, subject, however, to prior terminations as provided above.
This agreement shall be automatically renewed for a succeeding term of one (1)
year provided the contract has not been violated or terminated as specified in
Paragraph 5 and 6 of this Agreement.
12.
NONCOMPETE
The parties hereto agree that the covenants, agreements and
restrictions (hereinafter "this noncompete covenant") contained herein are
necessary to protect the business goodwill, business interests and proprietary
rights of Employer and that the parties hereto have independently discussed,
reviewed and had the opportunity of legal counsel to consider this covenant and
now hereby agree and stipulate to the following:
This covenant is an integral part o this Agreement, and the covenants
contained herein were made at the time this Agreement was consummated by the
parties hereto.
This covenant is fair and reasonable in its:
a. geographical area;
b. length of time; and
c. scope of activity being restrained.
Employee expressly agrees that while this Agreement is in effect, and
for a period of two years following termination of this Agreement, Employee will
not directly or indirectly as an employee, agent, proprietor, partner, broker,
stockbroker, stockholder, officer, director, or otherwise use special knowledge
or training or divulge trade secrets to any person or to any competitive
business that would compete directly or indirectly with Employer's business
without prior consent of Employer. Employer has the option to continue
employee's salary even after termination to enforce this provision.
13.
CONFIDENTIALITY AGREEMENT
Employer will make available and disclose to Employee from time to time
records, information, statistics, business strategy, process and data as the
parties mutually agree are necessary and desirable for Employee to perform his
duties hereunder (the "Information"). The Information is considered proprietary
information of Employer by Employer and Employee.
Employee agrees that the Information shall at all times remain the
property of Employer. Employee agrees not to make any copies of the Information
or use or disclose to any other person, entity or party any of the Information,
or make the Information available for review to any person not connected with
Employer or its management, without the prior written consent of Employer.
Notwithstanding the foregoing, this covenant shall not apply to
Information which:
a. is in the public domain prior to the date of its
disclosure; or
b. becomes part of the public domain by publication
or otherwise and is not the result of any
unauthorized act or omission on the part of
Employee.
14.
EFFECTIVE DATE
The effective date of this Agreement shall be June 16, 1997.
15.
WAIVER OF BREACH
The waiver of Employer of a breach of any provision of this agreement
by Employee shall not operate or be construed as a waiver of any subsequent
breach by Employee.
16.
ASSIGNMENT
The rights and obligations of employer under this agreement shall inure
to the benefits of and shall be binding upon the successors and assigns of
Employer.
17.
STOCK OPTIONS
Employer has or intends to adopt a Qualified Stock Option Plan covering
the authorization of options to purchase up to 10% of the expected number of
shares of Common Stock ($0.01 par value) outstanding as of June 30, 1998.
Employer shall grant Employee stock options to purchase the greater of:
a. 40% of the shares expected to be authorized under this Plan;
or
b. 100,000 shares of Common Stock with a purchase price of
$4.00 per share. Such options shall have a term of 5 years
from the date of issue and shall vest ratably over a three
year period of time.
18.
MISCELLANEOUS
This Agreement is drawn to be effective in and shall be construed in
accordance with the laws of the State of Texas. No amendment or variation of the
terms of this Agreement shall be valid unless made in writing and signed by
Employee and a duly authorized representative of Employer. A waiver of any of
the terms and conditions hereof shall not be construed as a general waiver by
Employer, and Employer shall be free to reinstate any such term and condition
with notice to Employee.
EXECUTED in duplicate originals on the _____ day of __________ _______.
Employer: PLAYA MINERALS & ENERGY, INC.
Name:
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Title:
Name:
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Title:
Employee:
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Name:
