EMPLOYMENT AGREEMENT
This
Employment Agreement (the “Employment Agreement” or “Agreement”), dated this
5th
day of
December 2005, is by and between Unicorp, Inc., a Nevada corporation, Houston,
Texas (the “Company”), and Art Ley (the “Executive”) an individual.
WHEREAS,
the Executive is willing to enter into an agreement with the Company upon the
terms and conditions herein set forth.
NOW,
THEREFORE, in consideration of the premises and covenants herein contained,
the
parties hereto agree as follows:
1. Term
of Agreement; Termination of Prior Agreement.
Subject
to the terms and conditions hereof, the term of employment of the Executive
under this Employment Agreement shall be for the period commencing on February
1, 2006 (the “Commencement Date”) and terminating on December 31, 2006, unless
sooner terminated as provided in accordance with the provisions of Section
5
hereof. (Such term of this agreement is herein sometimes called the “Retained
Term”).
2. Employment.
As of
the Commencement Date, the Company hereby agrees to employ the Executive Vice
President and Chief Operating Officer
(“COO”)
of the Company with such duties as assigned from time to time by the
Company,
and the
Executive hereby accepts such employment and agrees to perform his duties and
responsibilities hereunder in accordance with the terms and conditions
hereinafter set forth.
3. Duties
and Responsibilities.
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(a)
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Duties.
Executive shall perform such duties as are usually performed by a
COO
with such duties as assigned from time to time by the Company
of
a business similar in size and scope as the Company and such other
reasonable additional duties as may be prescribed from time-to-time
by the
Company’s President and Chief Executive Officer which are reasonable and
consistent with the Company’s operations, taking into account Executive’s
expertise and job responsibilities. This agreement shall survive
any job
title or responsibility change. All actions of Executive shall be
subject
and subordinate to the review and approval of the President and Chief
Executive Officer and the board of directors. The President and Chief
Executive Officer of the Company shall be the final and exclusive
arbiter
of all policy decisions relative to the Company’s business (including
their subsidiaries).
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(b)
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Devotion
of Time.
During the term of this agreement, Executive agrees to devote his
exclusive and full-time service during normal business hours to the
business and affairs of the Company (including their subsidiaries)
to the
extent necessary to discharge the responsibilities assigned to Executive
and to use reasonable best efforts to perform faithfully and efficiently
such responsibilities. During the term of this Agreement it shall
not be a
violation of this Agreement for Executive to manage personal investments
or companies in which personal investments are made so long as such
activities do not significantly interfere with the performance of
Executive’s responsibilities with the Company and which companies are not
in direct competition with the
Company.
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4. Compensation
and Benefits During the Employment Term.
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(a)
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Salary.
Executive
will be compensated by the Company at a monthly base salary of $15,000.00,
from which shall be deducted income tax withholdings, social security,
and
other customary Executive deductions in conformity with the Company’s
payroll policy in effect.
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| (b) |
Vacation.
Executive shall be entitled to three weeks paid vacation each year
beginning on the date of this Agreement.
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| (c) |
Other
Allowances.
The Executive shall be entitled to a $750 monthly car allowance, a
$750
monthly health plan allowance and a $750 monthly home office
allowance.
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(d)
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Option.
The Executive shall receive an employee option to purchase 700,000
shares
at an exercise price of $ .05 per share. The option shall vest according
to the following schedule provided that on any vesting date set forth
below, Executive is still employed by the Company at such
date:
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(i)
200,000 Options will vest 12 months from the date of execution of this
Agreement;
(ii)
250,000 Options will vest 24 months from the date of execution of this
Agreement;
(iii) 75,000
Options will vest if the total revenue for the calendar year 2006 is in excess
of 80% of the amount as set forth on Exhibit “A”;
(iv) 50,000
Options will vest if the total gross profit for the calendar year 2006 is in
excess of 80% of the amount as set forth on Exhibit “A”;
(v) 75,000
Options will vest if the total revenue for the calendar year 2006 is equal
or
greater than the amount as set forth on Exhibit “A”; and
(vi) 50,000
Options will vest if the total gross profit for the calendar year 2006 is equal
or greater than the amount as set forth on Exhibit “A”;
The
options shall be evidenced by an option agreement, shall expire in four years,
and shall be subject to the terms of the Company’s 2004 Stock Option Plan and
such option agreement. Notwithstanding the expiration date, the option
(including all vested and unvested options) shall automatically terminate 90
days after the Executive ceases to be employed by the Company, provided that
if
the Executive is terminated by the Company for Cause, the option (including
all
vested and unvested options) shall automatically terminate on the date of the
Executive’s termination. The parties acknowledge the existence of vesting
provisions lasting longer than the Employment Term is not meant to extend the
Employment Term, and that such vesting provisions do not require the Company
is
employ the Executive for any period of time.
5.
Termination.
| (a) |
Executive's
employment under the Agreement may be terminated under any of the
following circumstances:
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(i)
Immediately
by the Company, upon the death of Executive.
(ii)
By
the
Executive at any time, upon 14 days written notice.
(iii)
Immediately,
upon written notice by the Company for Cause which for purposes of the Agreement
shall be defined as (i) Executive's willful and persistent inattention to his
reasonable duties which amounts to gross negligence or willful dishonesty
towards, fraud upon, or deliberate injury or attempted injury to, the Company,
(ii) Executive's willful breach of any term or provision of the Agreement which
breach shall have remained substantially uncorrected for 15 days with an
opportunity to cure following written notice to the Executive; or (iii) the
commission by Executive of any act or any failure by Executive to act involving
criminal conduct, whether or not directly relating to the business and affairs
of the Company.
| (b) |
Effects
of Termination.
In the event that the Agreement is terminated pursuant to
Section 6(a) or upon expiration of the term of the Agreement, neither
the Executive nor the Company shall have any further obligations hereunder
except for (a) obligations occurring prior to the date of
termination, and (b) obligations, promises or covenants contained
herein which are expressly made to extend beyond the term of the
Agreement.
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| (c) |
Improper
Termination.
In the event of the Executive's termination by the Company for any
reason
other than for Cause or the death of the Executive, Executive shall
continue to be paid, as severance pay, an amount equal to his salary
at
the time of termination until the earlier of: (i) the end of the
Employment Term, or (ii) 90 calendar days from the date of the
termination. Except for the severance pay the Company shall not have
any
further obligations hereunder except for (a) obligations occurring
prior to the date of termination, and (b) obligations, promises or
covenants contained herein which are expressly made to extend beyond
the
term of the Agreement.
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6.
Revealing
of Trade Secrets, etc.
Executive acknowledges the interest of the Company in maintaining the
confidentiality of information related to its business and shall not at any
time
during the Employment Term or thereafter, directly or indirectly, reveal or
cause to be revealed to any person or entity the supplier lists, customer lists
or other confidential business information of the Company; provided, however,
that the parties acknowledge that it is not the intention of this paragraph
to
include within its subject matter (a) information not proprietary to the
Company, (b) information which is then in the public domain through no fault
of
Executive, or (c) information required to be disclosed by law.
7.
Non-Competition
Agreement.
In addition to the compensation and benefits listed in Section 4 hereof, the
Company shall pay within thirty (60) days hereof the Executive $100,000 in
cash
or in the form of an employee option to purchase shares of the Company’s common
stock, upon such terms and conditions as set forth in any such option agreement,
and as an additional incentive for the Company to enter into this employment
relationship, Executive agrees to the non-competition provisions of this
section.
(a)
Termination
for Cause or by the Executive.
If the
Executive is terminated within one (1) year of the of date of this Agreement
for
Cause or upon termination by the Executive pursuant to Section 5(a)(2) hereof,
Executive hereby agrees that for a period commencing on the date hereof and
ending one (1) year following the termination of Executive’s employment, he will
not, directly or indirectly, as employee, agent, consultant, stockholder,
director, co-partner or in any other individual or representative capacity,
own,
operate, manage, control, engage in, invest in or participate in any manner
in,
act as a consultant or advisor to, render services for, or otherwise assist
any
person or entity (other than the Company) that engages in or owns, invests
in,
operates, manages or controls any venture or enterprise that engages or proposes
to engage in the business of the exploration and/or exploitation of oil and
gas
properties within Texas (the “Territory”). If the Executive is terminated
for Cause or upon termination by the Executive pursuant to Section 5(a)(2)
hereof, after one year from the date of this Agreement, then the Executive
shall
not be subject to the non-competition obligations of this Section
7.
(b)
Termination
without Cause.
If Executive is terminated without cause, at any time, then the Executive shall
not be subject to non-competition obligations of this Section 7.
(c)
Restrictions
on Future Employment.
Executive understands that the foregoing restrictions may limit his ability
to
engage in certain businesses in the Territory during the period provided for
above, but acknowledges that Executive will receive sufficiently high
remuneration and other benefits (e.g.,
high
remuneration during the term of the Agreement and access to certain confidential
and proprietary information and trade secrets) under this Agreement to justify
such restriction. Executive acknowledges that money damages would not be
sufficient remedy for any breach of this section by Executive, and Company
or
any of its subsidiaries or affiliates shall be entitled to enforce the
provisions of this section by terminating any payments then owing to Executive
under this Agreement and/or to specific performance and injunctive relief as
remedies for such breach or any threatened breach, without any requirement
for
the securing or posting of any bond in connection with such remedies. Such
remedies shall not be deemed the exclusive remedies for a breach of this
section, but shall be in addition to all remedies available at law or in equity
to Company or any of its subsidiaries or affiliates, including, without
limitation, the recovery of damages from Executive and his agents involved
in
such breach.
(d)
Acknowledgement by Parties.
It is expressly understood that the restrictions contained in this section
are
related to and result from the agreements of the Company and Executive in this
section and it is agreed that the Company and Executive consider the
restrictions contained in this section to be reasonable and necessary to protect
the confidential and proprietary information and trade secrets of the Company
and its subsidiaries and affiliates.
(e)
Optional
Release of Non-Competition Agreement.
If the
Executive’s employment is terminated by the Company for Cause or upon the
termination by the Executive pursuant to Section 5(a)(2) hereof, the Executive,
at his discretion, may pay the Company in cash the entire $100,000 consideration
paid to Executive pursuant to Section 7(a) hereof. Upon receipt by the
Company of the $100,000 in cash, the Company shall thereby release Executive
from the non competition obligations of this Section 7.
8.
Arbitration.
If a
dispute should arise regarding this Agreement, all claims, disputes,
controversies, differences or other matters in question arising out of this
relationship shall be settled finally, completely and conclusively by
arbitration of a single arbitrator, which is mutually agreed upon, in Houston,
Texas, in accordance with the Commercial Arbitration Rules of the American
Arbitration Association (the "Rules"). Arbitration shall be initiated by written
demand. This Agreement to arbitrate shall be specifically enforceable only
in
the District Court of Xxxxxx County, Texas. A decision of the arbitrator shall
be final, conclusive and binding on the Company and the Executive, and judgment
may be entered in the District Court of Xxxxxx County, Texas, for enforcement
and other benefits. On appointment, the arbitrator shall then proceed to decide
the arbitration subjects in accordance with the Rules. Any arbitration held
in
accordance with this paragraph shall be private and confidential. The matters
submitted for arbitration, the hearings and proceedings and the arbitration
award shall be kept and maintained in strictest confidence by Executive and
the
Company and shall not be discussed, disclosed or communicated to any persons.
On
request of any party, the record of the proceeding shall be sealed and may
not
be disclosed except insofar, and only insofar, as may be necessary to enforce
the award of the arbitrator and any judgment enforcing an award. The prevailing
party shall be entitled to recover reasonable and necessary attorneys' fees
and
costs from the non-prevailing party.
9. Survival.
In the
event that this Agreement shall be terminated, then notwithstanding such
termination, the obligations of Executive pursuant to Section 6 of this
Agreement shall survive such termination.
10. Contents
of Agreement, Parties in Interest, Assignment, etc.
This
Agreement sets forth the entire understanding of the parties hereto with respect
to the subject matter hereof. All of the terms and provisions of this Agreement
shall be binding upon and inure to the benefit of and be enforceable by the
respective heirs, representatives, successors and assigns of the parties hereto,
except that the duties and responsibilities of Executive hereunder which are
of
a personal nature shall neither be assigned nor transferred in whole or in
part
by Executive. This Agreement shall not be amended except by a written instrument
duly executed by the parties.
11. Severability;
Construction.
If any
term or provision of this Agreement shall be held to be invalid or unenforceable
for any reason, such term or provision shall be ineffective to the extent of
such invalidity or unenforceability without invalidating the remaining terms
and
provisions hereof, and this Agreement shall be construed as if such invalid
or
unenforceable term or provision had not been contained herein. The parties
have
participated jointly in the negotiation and drafting of this Agreement. In
the
event an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the parties and no
presumption or burden of proof shall arise favoring or disfavoring any party
by
virtue of the authorship of any of the provisions of this
Agreement.
12. Notices.
Any
notice, request, instruction or other document to be given hereunder by any
party to the other party shall be in writing and shall be deemed to have been
duly given when delivered personally; or five (5) days after dispatch by
registered or certified mail, postage prepaid, return receipt requested; or
one
(1) day after dispatch by overnight courier service; in each case, to the party
to whom the same is so given or made:
If
to the Company addressed to:
Unicorp,
Inc.
0000
Xxxxxxxx Xx. Xxxxx 000
Xxxxxxx,
Xxxxx 00000
Attn:
Chief Executive Officer
If
to Executive addressed to:
Art
Ley
______________________
______________________
or
to
such other address as the one party shall specify to the other party in
writing.
13. Counterparts
and Headings.
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original and all which together shall constitute one and the same
instrument. All headings are inserted for convenience of reference only and
shall not affect the meaning or interpretation of this Agreement.
14. Governing
Law; Venue.
This
Agreement shall be construed and enforced in accordance with, the laws of the
State of Texas, without regard to the conflict of laws provisions thereof.
Venue
of any dispute concerning this Agreement shall be exclusively in Xxxxxx County,
Texas.
15. Waiver.
The
failure of either party to enforce any provision of this Agreement shall not
be
construed as a waiver or limitation of that party’s right to subsequently
enforce and compel strict compliance with every provision of this
Agreement.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
Art
Ley UNICORP,
INC.
/s/
Art Ley________________________ _/s/
Xxxxx Casey__________________________
Xxxxx
Xxxxx, Chief Executive Officer
