AMENDING AGREEMENT
Exhibit 10.19
IVANHOE ENERGY INC. LOGO)"/>
AMENDING AGREEMENT
This Amending Agreement dated effective the 1st day of September, 2010 (the “Effective Date”)
BETWEEN:
XXX XXXXXXX, hereinafter referred to as “Employee”
OF THE FIRST PART
and
IVANHOE ENERGY INC., hereinafter referred to as “Company”
OF THE SECOND PART
WHEREAS:
1. The Company is engaged in the business of oil and gas development and production using
proprietary upgrading technology;
2. The Employee entered into an Employment Agreement with the Company effective March 15, 2007 (the
“Employment Agreement”); and
3. The Company wishes to continue to retain and utilize the extensive expertise and professional
services of Employee in accordance with the terms of the Employment Agreement, and in accordance
with the terms of this Amending Agreement.
NOW THEREFORE IN CONSIDERATION OF the covenants and agreements contained in this Amending
Agreement, and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. The Company and the Employee hereby agree that the Employee shall continue with his
responsibilities set forth in the Employment Agreement, and in accordance with the terms set forth
in Schedule “A” of this Amending Agreement attached hereto.
IN WITNESS WHEREOF the parties hereto have duly executed this Amending Agreement as of the
Effective Date.
XXX XXXXXXX
|
XXXXX X. XXXX | |||
/s/ Xxx Xxxxxxx
|
/s/ Xxxxx X. Xxxx | |||
Business Development
|
Chief Operating Officer |
SCHEDULE “A” OF AMENDING AGREEMENT
l. TERMINATION DATE
The Company acknowledges receipt of Employee’s voluntarily tendered resignation notice as of the
Effective Date, and the parties agree that the Employee’s Period of Active Employment with the
Company shall terminate effective March 31, 2011 (the “Termination Date”).
2. PART TIME/COMPENSATION AND EXPENSES
(a) Notwithstanding anything to the contrary in the Employment Agreement, during the period of
September 1, 2010 through to and including March 31, 2011 (the “Part-time Period”) the Employee
shall only be required to devote a certain percentage of his time to the duties provided for in the
Employment Agreement, as more specifically described below.
During the Part-time Period, the Employee shall be paid a percentage of his annual base salary, in
the form of semi-monthly instalments (subject to withholdings), in accordance with the following
calculations:
September 1, 2010 — December 31, 2010:
|
80% of annual base salary of $Cdn 263,626 = $210,900 | |
| $210,900 divided by 24 = $Cdn 8,787.50 per pay period. | ||
January 1, 2011 — March 31, 2011:
|
50% of annual base salary of $Cdn 263,626 = $131,813 | |
| $131,813 divided by 24 = $Cdn 5,492.00 per pay period. |
Should the employee be required to work additional hours beyond the percentages denoted above, then
the Company will adjust the semi-monthly instalment payment accordingly to reflect the additional
hours worked by Employee.
(b) During the Part-time Period, the Company shall reimburse the Employee in accordance with
Company’s policies and practices for travel and other expenses or disbursements reasonably and
necessarily incurred or made in connection with the Company’s business.
3. SERVICES
The Employee will work on duties and obligations set forth in the Employment Agreement Employee
under the supervision and direction of the President and Chief Operating Officer of Ivanhoe Energy
Inc.
4. VACATION
Notwithstanding anything to the contrary in the Employment Agreement, the Employee is entitled to
five (5) weeks of vacation per calendar year in accordance with the Company’s policies and
practices. At the Termination Date, the Employee shall be paid a cash settlement for any approved
and outstanding carry
forward vacation entitlement for 2010, and for any unused vacation entitlement for 2011 accrued
during the Part-time Period. The vacation cash settlement shall be included on the final pay
advice for the Employee.
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5. STOCK OPTIONS
The Employee shall hold 436,000 vested stock options as at the Termination Date. Notwithstanding
anything to the contrary in the Employment Agreement, all unexercised stock options that have
vested or are deemed to have vested as of the Termination Date shall be exercisable for a period of
ninety days (90) from the Termination Date, after which date such vested stock options shall be
non-exercisable and deemed expired. All unvested stock options as of March 31, 2011 shall expire as
of the Termination Date.
6. ANNUAL BONUS ENTITLEMENT
The Employee shall be eligible for an annual bonus award for the 2010 fiscal year in accordance
with the Company’s compensation policy, subject to the overall performance of the Company. Such
bonus award will be prorated as appropriate and determined by the Board of Directors, in its
discretion.
7. GROUP BENEFITS
During the Part-time Period, the Employee shall continue to fully participate in the group
term-life, long-term disability, SOS, medical, dental and extended health benefits in accordance
with the policies of the Company’s plan for Executives, which benefits shall terminate as of the
Termination Date.
8. EARLY TERMINATION
The Employment Agreement may be terminated by the Company prior to the Termination Date and without
notice, but in such event the Employee shall be entitled to receive payment in lieu of notice that
will be comprised of base salary, benefits, any additional compensation due to Employee pursuant to
Company incentive plans and policies, and reasonably incurred expenses, payable for the period
between the early termination date and the Termination Date.
9. GOVERNING LAW
Notwithstanding anything to the contrary in the Employment Agreement, the Employment Agreement and
this Amending Agreement shall be governed by and construed in accordance with the laws of the
Province of Alberta, Canada without giving effect to the conflict of laws provision thereof, and
both agreements shall be treated as Alberta contracts.
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10 NOTICES
Notwithstanding anything to the contrary in the Employment Agreement, any notice, demand or
communication required, permitted or desired to be given under the Employment Agreement and this
Amending Agreement shall be made in writing and shall be deemed effectively given to the receiving
party when personally delivered or couriered to the following addresses and individuals:
COMPANY:
|
EMPLOYEE: | |
| Xx. Xxx Xxxxxxx | ||
2100, 101 — 6th Avenue SW
|
111 Xxxxxx Drive | |
Calgary, Alberta T2P 3P4
|
Xxxxxxx, Xxxxxxx X0X 0X0 |
Attention: Xx. Xxxxx Xxxx
11. RATIFICATION
(a) As of the Effective Date, the Employment Agreement, as hereby amended, and all rights and
powers created thereby is in all respects ratified and confirmed and remains in full force and
effect.
(b) This Amending Agreement: (a) shall be binding upon and inure to the benefit of the Company
and Employee and their respective successors, assigns, receivers, trustees and heirs; (b) may be
modified or amended only in writing duly signed by the Company and the Employee; (c) may be
executed in two counterparts and delivered via email pdf, and when so executed and delivered, shall
constitute an original instrument and one and the same agreement; and (d) embodies the entire
agreement and understanding between the parties with respect to the subject matter amended hereby
and supersedes all prior agreements, consents and understandings relating to subject matter amended
hereby. The headings herein shall be accorded no significance in interpreting this Amending
Agreement.
(c) Terms used herein that are defined in the Employment Agreement, but not defined herein,
shall have the meanings ascribed to them in the Employment Agreement.
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