EMPLOYMENT AGREEMENT
AGREEMENT made as of March 9, 2005, by and between Maverick Oil and
Gas, Inc., a Nevada corporation having its principal office at 00 Xxxx Xxxxxxxx,
Xxxxxx, Xxxxxx Xxxxxxx X0X 0XX ("Maverick"), and Xxxx X. Xxxxx, an individual
currently residing at 0000 X. Xxx Xxxx Xxxx, #0000, Xxxx Xxxxxxxxxx, Xxxxxxx
00000 (the "Executive").
W I T N E S S E T H
WHEREAS, Maverick desires to employ the Executive, and the Executive
desires to be employed by Maverick, upon the terms and conditions hereof; and
WHEREAS, Maverick and the Executive have agreed to enter into this
Agreement in consideration for, and in connection with, that certain LLC
Interest Purchase Agreement dated March 9, 2005 by and among Maverick and the
members of Hurricane Energy LLC, a Delaware limited liability company, including
the Executive (the "LLC Interest Purchase Agreement").
NOW THEREFORE, in consideration of the foregoing, the mutual and
dependent promises hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties, intending to be legally bound, do hereby agree as follows:
1. EMPLOYMENT. Maverick hereby employs the Executive and the Executive
hereby agrees to be employed by Maverick, subject to the terms and conditions
hereinafter set forth.
2. TERM. The initial term of this Agreement shall begin on March 9,
2005 (the "Employment Date") and shall continue for a period of five years from
that date, subject to prior termination in accordance with the terms hereof.
Thereafter, the term of this Agreement may be extended for such additional
period or periods as shall be mutually agreed to in writing by the Executive and
Maverick.
3. DUTIES. The Executive shall perform the duties and have the
authority normally associated with the position of Chief Financial Officer of
Maverick. In the performance of his duties, the Executive shall comply with the
policies of and be subject to the reasonable direction of the Board of Directors
of Maverick. The Executive shall report directly to the Chairman of the Board.
The Executive agrees to devote his entire working time, attention and
energies to the performance of the business of Maverick and of any of its
subsidiaries or affiliates by which he may be employed. The Executive shall not,
directly or indirectly, alone or as a member of any partnership, or as an
officer, director or employee of any other corporation, partnership or other
organization, be actively engaged in or concerned with any other duties or
pursuits which interfere with the performance of his duties hereunder, or which,
even if non-interfering, may be contrary to the best interests of Maverick.
The Executive shall perform his duties hereunder in the City of Fort
Lauderdale, Florida.
4. COMPENSATION. As compensation for the services to be rendered by the
Executive hereunder, Maverick agrees to pay, or cause to be paid to the
Executive, and the Executive agrees to accept, an annual salary of $215,000
payable in semi-monthly installments; provided, however, that the Compensation
Committee of the Board of Directors (the board if no such committee exists)
shall review the Executive's salary on the six-month anniversary of this
Agreement, and thereafter on the annual anniversary of this Agreement, and
consider, in good faith, whether such salary should be increased based on the
Executive's performance hereunder.
5. STOCK OPTIONS. Maverick shall also grant to the Executive, effective
as of the date the Executive executes this Agreement, incentive stock options
(the "Options") to purchase up to 1,230,000 shares of Maverick's common stock at
an initial exercise price per share equal to $2.29. The Optionee's right to
exercise this option shall become vested in five annual increments on the
anniversary dates of the granting of the Options as set forth in the Incentive
Stock Option Agreement executed by Maverick in favor of the Executive of even
date herewith.
6. ADDITIONAL COMPENSATION. Maverick may also pay the Executive such
other additional compensation as may from time to time be determined by
Maverick. The incentive parameters shall be set by the Compensation Committee of
the Board of Directors each year, if such a Committee exists; otherwise by the
Board.
7. EMPLOYEE BENEFITS. During the period the Executive is employed
hereunder, the Executive shall be permitted to participate in all group health,
hospitalization and disability insurance programs, pension plans and similar
benefits that are now or may become available to employees of Maverick. During
the period the Executive is employed hereunder, the Executive shall be entitled
to four-weeks of paid vacation each year in accordance with the vacation policy
of Maverick.
8. REIMBURSEMENT OF EXPENSES. During the period the Executive is
employed hereunder, Maverick shall reimburse the Executive for reasonable and
necessary out-of-pocket expenses advanced or expended by the Executive or
incurred by him for or on behalf of Maverick in connection with his duties
hereunder in accordance with its customary policies and practices for senior
executive employees.
9. TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION.
(a) The Executive's employment hereunder may be terminated at any
time upon written notice by Maverick, upon the occurrence of any of the
following events:
(i) the death of the Executive;
(ii) the disability of the Executive (as defined in
paragraph 9(b)); or
(iii) the determination that there is "Cause" (as
hereinafter defined) for such termination upon 10
days' prior written notice to the Executive.
(b) For purposes hereof, the term "disability" shall mean the
inability of the Executive, due to illness, accident or any other physical or
mental incapacity, to perform his duties in a normal manner for a period of four
consecutive months or for a total of six months (whether or not consecutive) in
any 12 month period during the term of this Agreement.
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(c) For purposes hereof, "Cause" shall mean the following: (i)
conviction of the Executive for any felony, fraud, embezzlement or crime of
moral turpitude; (ii) controlled substance abuse or drug addiction; (iii)
alcoholism which interferes with or affects the Executive's responsibilities to
Maverick or which reflects negatively upon the integrity or reputation of
Maverick; (iv) gross negligence which is materially injurious to Maverick; (v)
any violation of any express written directions or any reasonable written rule
or regulation established by Maverick's Board of Directors from time to time
regarding the conduct of its business, which violation has not been cured to
Maverick's satisfaction within 15 calendar days of the dispatch of written
notice to the Executive of the violation; (vi) any violation by the Executive of
any material term or condition of this Agreement, which violation has not been
cured to Maverick's satisfaction within 15 calendar days of the dispatch of
written notice to the Executive of the violation; or (vii) any willful,
intentional and material breach of a representation, warranty, covenant or
agreement of the Executive contained in the LLC Interest Purchase Agreement.
(d) In the event that the Executive's employment is terminated
without Cause by Maverick or by reason of his death or disability; (i) the
Executive will be entitled to be paid his base salary and benefits, not
including additional compensation, for a period of six months from the effective
date of termination, but in no case shall such severance extend the term of this
Agreement beyond the term set forth in Section 2 above; and (ii) vesting of the
stock options referred to under Section 5 above will continue through this
severance period. If the Executive's employment is terminated for "Cause" by
Maverick by the Executive, the Executive will be entitled to be paid his base
salary only for the period through the effective date of such termination, and
vesting of the stock options referred to under Section 5 above shall cease as of
such date of termination.
10. REPRESENTATIONS AND AGREEMENTS OF THE EXECUTIVE. The Executive
represents and warrants that he is free to enter into this Agreement and to
perform the duties required hereunder, and that there are no employment
contracts, restrictive covenants or other restrictions preventing the
performance of his duties hereunder.
11. NON-COMPETITION.
(a) The Executive agrees that if his employment is terminated for
any reason or if he leaves the employ of Maverick for any reason, other than
upon the expiration of the term of this Agreement, for a period of one year from
the date of such termination of employment, he will not directly or indirectly,
as owner, partner, joint venture, stockholder, employee, broker, agent,
principal, trustee, corporate officer or director, licensor or in any capacity
whatsoever engage in, become financially interested in, be employed by, render
consulting services to, or have any connection with, any business which is
competitive with the business activities of Maverick or its subsidiaries
("Competitive Business"), in any geographic area where, during the time of his
employment, the business of Maverick or any of its subsidiaries is being or had
been conducted in any manner whatsoever, or hire or attempt to hire for any
Competitive Business any employee of Maverick or any subsidiary thereof, or
solicit, call on or induce others to solicit or call on, directly or indirectly,
any customers or prospective customers of Maverick for the purpose of inducing
them to purchase or lease a product or service which may compete with any
product or service of Maverick; provided, however, that the Executive may own
any securities of any corporation which is engaged in such business and is
publicly owned and traded but in an amount not to exceed at any one time two
percent of any class of stock or securities of such company.
(b) If any portion of the restrictions set forth in paragraph
11(a) should, for any reason whatsoever, be declared invalid by a court of
competent jurisdiction, the validity or enforceability of the remainder of such
restrictions shall not thereby be adversely affected.
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(c) The Executive declares that the foregoing territorial and time
limitations are reasonable and properly required for the adequate protection of
the business of Maverick. In the event any such territorial or time limitation
is deemed to be unreasonable by a court of competent jurisdiction, the Executive
agrees to the reduction of either said territorial or time limitation to such
area or period which said court shall have deemed reasonable.
(d) The existence of any claim or cause of action by the Executive
against Maverick or any subsidiary other than under this Agreement shall not
constitute a defense to the enforcement by Maverick or any of its subsidiaries
of the foregoing restrictive covenants, but such claim or cause of action shall
be litigated separately, except to the extent such claim directly arises from a
failure by Maverick to pay to the Executive any severance due under this
Agreement.
12. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.
(a) The Executive shall not, during the term of this Agreement,
and at any time following termination of this Agreement, directly or indirectly,
disclose or permit to be known, to any person, firm or corporation, any
confidential information acquired by him during the course, of or as an incident
to his employment hereunder, relating to Maverick or any of its subsidiaries,
the directors of Maverick or its subsidiaries, any client of Maverick or any of
its subsidiaries, or any corporation, partnership or other entity owned or
controlled, directly or indirectly, by any of the foregoing, or in which any of
the foregoing has a beneficial interest, including, but not limited to, the
business affairs of each of the foregoing. Such confidential information shall
include, but shall not be limited to, proprietary information, trade secrets,
know-how, market studies and forecasts, competitive analyses, the substance of
agreements with clients and others, client lists and any other documents
embodying such confidential information.
(b) All information and documents relating to Maverick, its
affiliates as hereinabove described (or other business affairs) shall be the
exclusive property of Maverick, and the Executive shall use his best efforts to
prevent any publication or disclosure thereof. Upon termination of the
Executive's employment with Maverick, all documents, records, reports, writings
and other similar documents containing confidential information, including
copies thereof, then in the Executive's possession or control shall be returned
and left with Maverick.
13. RIGHT TO INJUNCTION. The Executive recognizes that the services to
be rendered by him hereunder are of a special, unique, unusual, extraordinary
and intellectual character involving skill of the highest order and giving them
peculiar value, the loss of which cannot be adequately compensated for in
damages. In the event of a breach of this Agreement by the Executive, Maverick
shall be entitled to injunctive relief or any other legal or equitable remedies.
The Executive agrees that Maverick may recover by appropriate action the amount
of the actual damage caused Maverick by any failure, refusal or neglect of the
Executive to perform his agreements, representations and warranties herein
contained. The remedies provided in this Agreement shall be deemed cumulative
and the exercise of one shall not preclude the exercise of any other remedy at
law or in equity for the same event or any other event.
14. AMENDMENT OR ALTERATION. No amendment or alteration of the terms of
this Agreement shall be valid unless made in writing and signed by both of the
parties hereto.
15. GOVERNING LAW. All matters concerning the validity, construction,
interpretation and performance under this Agreement shall be governed by the
laws of the State of Florida, without giving effect to any conflict of laws
principles thereunder.
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16. SEVERABILITY. The holding of any provision of this Agreement to be
illegal, invalid or unenforceable by a court of competent jurisdiction shall not
affect any other provision of this Agreement, which shall remain in full force
and effect.
17. NOTICES. Any notices required or permitted to be given hereunder
shall be sufficient if in writing, and if delivered by hand or sent by certified
mail to the addresses set forth above or such other address as either party may
from time to time designate in writing to the other, and shall be deemed given
as of the date of the delivery or mailing.
18. WAIVER OR BREACH. It is agreed that a waiver by either party of a
breach of any provision of this Agreement shall not operate or be construed as a
waiver of any subsequent breach by that same party.
19. ENTIRE AGREEMENT AND BINDING EFFECT. This Agreement contains the
entire agreement of the parties with respect to the subject matter hereof and
shall be binding upon and inure to the benefit of the parties hereto and their
respective legal representatives, heirs, distributees, successors and assigns.
20. ASSIGNMENT. This Agreement may not be transferred or assigned by
either party without the prior written consent of the other party.
21. SURVIVAL. The termination of the Executive's employment hereunder
shall not affect the enforceability of Sections 11 and 12 hereof.
22. FURTHER ASSURANCES. The parties agree to execute and deliver all
such further instruments and take such other and further action as may be
reasonably necessary or appropriate to carry out the provisions of this
Agreement.
23. HEADINGS. The Section headings appearing in this Agreement are for
purposes of easy reference and shall not be considered a part of this Agreement
or in any way modify, amend or affect its provisions.
24. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together,
shall constitute one instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.
MAVERICK OIL AND GAS, INC.
By: /s/ Xxxxxxx Xxxxxxx /s/ Xxxx X Xxxxx
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Name: Xxxxxxx Xxxxxxx XXXX X. XXXXX
Title: President
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